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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K/A

|                                            |  |                                                                                         
|------------------------------------------- |  | ----------------------------------------------------------------------------------------
|(mark one)                                 
|                                            |  |                                                                                         
|x                                           |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
OF 1934        
|                                            |  |                                                                                         
|For the fiscal year ended December 31, 2001
|                                            |  |                                                                                         
|                                            |  | OR                                                                                      
|                                            |  |                                                                                         
|o                                           |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|                                            |  |                                                                                         
|For the transition period from   to.       
|                                            |  |                                                                                         
|Commission file number 001-12844           

JDN REALTY CORPORATION
(Exact Name of Registrant as Specified in its Charter)

|                                |  |                                     
|------------------------------- |  | ------------------------------------
|Maryland                        |  | 58-1468053                          
|(State or Other Jurisdiction of |  | (I.R.S. Employer Identification No.)
|Incorporation or Organization)  |  |                                     

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

(404) 262-3252
(Registrants Telephone Number, Including Area Code)

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

|                                |  |                                          
|------------------------------- |  | -----------------------------------------
|Title of each class             |  | Name of each exchange on which registered
|                                |  |                                          
|Common Stock, $.01 Par Value    |  | New York Stock Exchange                  
|Preferred Stock, $.01 Par Value |  | New York Stock Exchange                  

|                                                                                                                                                                                                                                                                                                                                                                        |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Securities registered pursuant to Section 12(g) of the Act: None                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                        |  | 
|Indicate by check mark whether the
Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes  x
   No o
|                                                                                                                                                                                                                                                                                                                                                                        |  | 
|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o                            





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TABLE OF CONTENTS



|                                    |                                                                                                          |  |  |  |  |  |  | 
|----------------------------------- | -------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|DOCUMENTS INCORPORATED BY REFERENCE
|EXPLANATORY NOTE                   
|PART III                           
|                                    | Item 10. Directors and Executive Officers of the Registrant.                                            
|                                    | Item 11. Executive Compensation.                                                                        
|                                    | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
|                                    | Item 13.  Certain Relationships and Related Transactions.                                               
|SIGNATURES                         



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The aggregate market value of the shares of common stock of the Registrant
(based on the closing price of these shares on the New York Stock Exchange)
held by non-affiliates was approximately $414,656,213 as of April 24, 2002.

The number of shares outstanding of the Registrants common stock, $0.01 par
value (the Common Stock), was 34,812,587 on April 24, 2002.




DOCUMENTS INCORPORATED BY REFERENCE

None.




EXPLANATORY NOTE

On March 22, 2002, JDN Realty Corporation (the Company) filed with the
Securities and Exchange Commission (the SEC) its Annual Report on Form 10-K
for the year ended December 31, 2001 (the Initial 10-K). In accordance with
SEC rules, the Company incorporated by reference Part III of the Initial 10-K
from the Proxy Statement to be filed by the Company in connection with the 2002
JDN Realty Corporation Annual Shareholders Meeting (the Proxy Statement),
which the Company anticipated filing on or before April 30, 2002. Since the
filing date of the Initial 10-K, the Company has determined that it will not
file its Proxy Statement prior to the April 30, 2002 deadline and, in accordance with
SEC rules, must file an amendment to its Initial 10-K to include the
disclosures required by Part III of Form 10-K. This report amends Part III of
the Initial 10-K in order to include those disclosures required by Part III of
Form 10-K.




PART III




Item 10.  Directors and Executive Officers of the Registrant.

Class I Directors  Term extends until the 2004 Annual Meeting of Shareholders
and until their successors have been elected and qualified.

|                  |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |              
|----------------- |  | --- | -- | ------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Name              |  | Age |    | Business Experience |  | Director Since                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                  |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|William B. Greene |  |     | 64 |                     |  | Chairman of the
Board, Carter County
Bancshares (1964 
Present), BancTenn
Corporation, (1976 
Present), Bank of
Tennessee (Present);
Director, Lone Star
Steakhouse & Saloon,
Inc.                                                                                                                                                                                                                                                                                                                                                                                                   |  | December 1993
|                  |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |              
|William G. Byrnes |  |     | 51 |                     |  | Financial Consultant
and Private Investor
(January 2001 -
Present); Chairman
and Chief Executive
Officer, Inceiba,
LLC (June 1999 
December 2000);
Chief Executive
Officer, Meditrust
Corporation (January
2000  April 2000);
Distinguished
Teaching Professor
of Finance,
McDonough School of
Business, Georgetown
University,
Washington, D.C.
(August 1998  May
1999); Managing
Director, Alex.
Brown & Sons (July
1981  February
1998); Director,
LaQuinta Corporation
and Security Capital
Preferred Growth
Incorporated; Member
of Board of Regents
of Georgetown
University |  | February 1998





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Class II Directors  Term extends until the 2002 Annual Meeting of
Shareholders and until their successors have been elected and qualified.

|                         |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              
|------------------------ |  | --- | -- | ------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Name                     |  | Age |    | Business Experience |  | Director Since                                                                                                                                                                                                                                                                                                                                                                                                                     
|                         |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Haywood D. Cochrane, Jr. |  |     | 53 |                     |  | Chief Executive
Officer, CHD
Meridian Corporate
Healthcare (February
1997  Present);
Executive Vice
President, Chief
Financial Officer
and Treasurer
Laboratory
Corporation of
America Holdings
(April 1995 
October 1996);
employee of National
Health Laboratories,
Inc. (June 1994 
April 1995);
Director, CHD
Meridian Corporate
Healthcare, Sonus
Corp., Tripath
Imaging, Inc. and
Ameripath, Inc.                          |  | December 1993
|                         |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              
|Lee S. Wielansky         |  |     | 51 |                     |  | President and Chief
Executive Officer,
JDN Development
Company, Inc.
(November 2000 
Present); Executive
Vice President, JDN
Realty Corporation
(May 2001 -
Present); Managing
Director, Regency
Realty Corporation
(March 1998 
November 2000);
President and Chief
Executive Officer,
Midland Development
Group (January 1995
- March 1998);
Director, Acadia
Realty Trust;
Director and Vice
Chairman, Allegiant
Bancorp, Inc. |  | February 2001

Class III Directors  Term extends until the 2003 Annual Meeting of
Shareholders and until their successors have been elected and qualified.

|                |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                            |  |              
|--------------- |  | --- | -- | ------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Name            |  | Age |    | Business Experience |  | Director Since                                                                                                                                                                                                                                                                                                            
|                |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                           
|Craig Macnab    |  |     | 46 |                     |  | Chief Executive
Officer, JDN Realty
Corporation (April
2000  Present);
President, JDN
Realty Corporation
(September 2000 
Present); Consultant
(1999  2000);
President, Tandem
Capital (1997 
1999); General
Partner, MacNiel
Advisors (1993 
1996); Director,
Per-Se Technologies,
Inc.                              |  | December 1993
|                |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                            |  |              
|Philip G. Satre |  |     | 52 |                     |  | President and Chief
Executive Officer,
Promus Companies,
Inc. and Harrahs
Entertainment, Inc.
(April 1994 
Present); Chairman
of the Board,
Harrahs
Entertainment, Inc.
(January 1997
Present); Director,
Harrahs
Entertainment, Inc.,
JCC Holding Company
and TABCORP Holdings
Limited, an
Australian public
company |  | May 1999     
|                |  |     |    |                     |  |                                                                                                                                                                                                                                                                                                                            |  |              

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
Exchange Act) requires the Companys directors, executive officers and
persons who own more than 10% of the Common Stock to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock.
These directors, executive officers and principal shareholders are also
required by SEC rules to furnish the Company with copies of all Section 16(a)
reports they file. There are





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specific dates by which these reports are to be filed and the Company is
required to report in this report any failure during 2001 to file reports as
required.

Based solely on its review of the copies of reports furnished to the
Company and written representations from certain of the Companys directors and
executive officers that no other reports were required, the Company believes
that all Section 16(a) reporting and filing requirements relating to ownership
of the Common Stock were complied with during 2001, with the exception of the
late filing of one Annual Statement of Beneficial Ownership on Form 5 by Laurie
Farris, a former executive officer of the Company.




Item 11.  Executive Compensation.

Compensation of Executive Officers

The following table reflects the compensation during 2001 and the two
previous fiscal years of the Chief Executive Officer and the four other most
highly compensated executive officers of the Company whose total annual salary
and bonus exceeded $100,000 in 2001 (the Named Executive Officers).

Summary Compensation Table

|                              |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  |            |         |  |  |   |       | 
|----------------------------- |  | ---- | ---- | ------ |  | ------------------- | ------- | ----------------------------- |  | --------------- | ------- | --------------- |  | ---------------- | --------- | ------------------ |  | ---------- | ------- |  |  | - | ----- | 
|                              |  |      |      |        |  | Annual Compensation |         | Long-Term Compensation Awards |  |                 |         |                
|                              |  |      |      |        |  |                     |         |                               |  |                 |         |                
|Name and Principal            |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  | Securities |         |  |  |  
|Position Held as of           |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  | Restricted Stock |           | Underlying Options |  | All Other 
|December 31, 2001             |  | Year |      | Salary |  | Bonus               |         | Awards(1)                     |  | (No. of Shares) |         | Compensation(2)
|                              |  |      |      |        |  |                     |         |                               |  |                 |         |                
|Craig Macnab,                 |  |      | 2001 |        |  | $                   | 384,000 |                               |  | $               | 384,000 |                 |  | $                |          |                    |  |            |        |  |  | $ | 3,466 | 
|Chief Executive               |  |      | 2000 |        |  |                     | 272,000 |                               |  |                 | 310,272 |                 |  |                  | 1,121,250 | (3)                |  |            | 150,000 |  |  |   |      | 
|Officer                       |  |      | 1999 |        |  |                     | *       |                               |  |                 | *       |                 |  |                  | *         |                    |  |            | *       |  |  |   | *     | 
|                              |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  |            |         |  |  |   |       | 
|Lee S. Wielansky,             |  |      | 2001 |        |  |                     | 375,000 |                               |  |                 | 346,875 |                 |  |                  | 545,800   | (4)                |  |            | 100,000 |  |  |   | 3,466 | 
|Chief Executive               |  |      | 2000 |        |  |                     | 37,019  |                               |  |                 |        |                 |  |                  |          |                    |  |            |        |  |  |   |      | 
|Officer,                      |  |      | 1999 |        |  |                     | *       |                               |  |                 | *       |                 |  |                  | *         |                    |  |            | *       |  |  |   | *     | 
|JDN Development
Company, Inc. |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  |            |         |  |  |   |       | 
|                              |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  |            |         |  |  |   |       | 
|John D. Harris, Jr.,          |  |      | 2001 |        |  |                     | 200,000 |                               |  |                 | 167,000 |                 |  |                  |          |                    |  |            |        |  |  |   | 3,466 | 
|Chief Financial               |  |      | 2000 |        |  |                     | 187,223 |                               |  |                 | 165,000 |                 |  |                  | 220,000   | (5)(6)             |  |            |        |  |  |   | 3,400 | 
|Officer                       |  |      | 1999 |        |  |                     | 135,355 |                               |  |                 | 49,066  |                 |  |                  |          |                    |  |            |        |  |  |   | 2,707 | 
|                              |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  |            |         |  |  |   |       | 
|Andrew E. Rothfeder,          |  |      | 2001 |        |  |                     | 180,000 |                               |  |                 | 147,500 |                 |  |                  |          |                    |  |            |        |  |  |   | 3,466 | 
|Executive Vice                |  |      | 2000 |        |  |                     | 180,000 |                               |  |                 | 125,000 |                 |  |                  | 220,000   | (5)(7)             |  |            |        |  |  |   | 3,400 | 
|President,                    |  |      | 1999 |        |  |                     | 149,800 |                               |  |                 | 110,219 |                 |  |                  |          |                    |  |            |        |  |  |   | 2,996 | 
|JDN Development
Company, Inc. |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  |            |         |  |  |   |       | 
|                              |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  |            |         |  |  |   |       | 
|Leilani L. Jones,             |  |      | 2001 |        |  |                     | 150,684 |                               |  |                 | 48,821  |                 |  |                  |          |                    |  |            |        |  |  |   | 3,080 | 
|Vice President,               |  |      | 2000 |        |  |                     | 143,509 |                               |  |                 | 47,999  |                 |  |                  | 110,000   | (5)(8)             |  |            |        |  |  |   | 2,870 | 
|Director of                   |  |      | 1999 |        |  |                     | 134,750 |                               |  |                 | 45,362  |                 |  |                  |          |                    |  |            |        |  |  |   | 2,695 | 
|Property Management           |  |      |      |        |  |                     |         |                               |  |                 |         |                 |  |                  |           |                    |  |            |         |  |  |   |       | 



---

|* |  | Not employed by the Company or JDN Development Company, Inc. (JDN
Development) in 1999.
|- |  | -----------------------------------------------------------------------------------------





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|(1) |  | Aggregate market value calculated by multiplying fair market value of
stock on date of grant by the number of shares granted. Dividends are
paid to each Named Executive Officer on the shares of restricted stock
held by him or her.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Represents (a) contributions by the Company to its Savings and Profit
Sharing Plan (a 401(k) plan) allocated to the account of the Named
Executive Officer and (b) for 2001, includes the dollar value of insurance
premiums paid by the Company with respect to term life insurance for the
benefit of the Named Executive Officer. In addition, certain of the Named
Executive Officers received perquisites and other personal benefits in
accordance with the terms of their employment agreements, which for each
such Named Executive Officer did not exceed in the aggregate either
$50,000 or 10% of the total annual salary and bonus reported for the Named
Executive Officer.
|   
|(3) |  | Represents 115,000 shares of restricted stock granted on November 17,
2000 pursuant to the terms of Mr. Macnabs employment agreement. Of this
amount, 33,542 of the shares became vested as of the execution date of Mr.
Macnabs employment agreement (and became transferable on January 1,
2001), and the remaining 81,458 vested in equal monthly installments
throughout the initial term of the employment agreement. As of December
31, 2001, Mr. Macnab held an aggregate of 19,162 shares of unvested
restricted stock, valued at $236,267.                                                                                                                                   
|   
|(4) |  | Represents 25,000 shares of restricted stock granted on February 13, 2001
pursuant to the terms of Mr. Wielanskys employment agreement, all of
which shares became vested on November 17, 2001, and 20,000 shares of
restricted stock granted on December 14, 2001 pursuant to Mr. Wielanskys
amended employment agreement, all of which shares will vest on December
13, 2002. As of December 31, 2001, Mr. Wielansky held an aggregate of
20,000 shares of unvested restricted stock, valued at $246,600.                                                                                                                                                                           
|   
|(5) |  | Pursuant to the 1993 Incentive Stock Plan (the Incentive Plan), the
restrictions imposed on the award of restricted stock lapse and such
shares become vested as a result of the participants continued employment
with or engagement as a consultant or advisor by the Company through the
date which is ten years after the grant date; provided, however, up to 20%
of such shares become vested each year that the participant achieves the
performance criteria adopted by the Compensation Committee for the year.                                                                                                                                                             
|   
|(6) |  | Represents 20,000 shares of restricted stock granted on July 14, 2000.
As of December 31, 2001, Mr. Harris held an aggregate of 16,927 shares of
unvested restricted stock, valued at $208,710.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(7) |  | Represents 20,000 shares of restricted stock granted on July 14, 2000. As
of December 31, 2001, Mr. Rothfeder held an aggregate of 17,690 shares of
unvested restricted stock, valued at $218,118.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(8) |  | Represents 10,000 shares of restricted stock granted on July 14, 2000.
As of December 31, 2001, Ms. Jones held an aggregate of 8,339 shares of
unvested restricted stock, valued at $102,820.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





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Option Grants in Last Fiscal Year

The following table sets forth certain information concerning stock
options granted to the Named Executive Officers in 2001.

Individual Grants

|                 |  |                    |         |                     |  |                  |      |                 |  |       |       |                         |  |                         |          |  |  |                      |         |     |  |   |           | 
|---------------- |  | ------------------ | ------- | ------------------- |  | ---------------- | ---- | --------------- |  | ----- | ----- | ----------------------- |  | ----------------------- | -------- |  |  | -------------------- | ------- | --- |  | - | --------- | 
|                 |  |                    |         |                     |  |                  |      |                 |  |       |       |                         |  |                         |          |  |  | Potential Realizable
|                 |  | Number of          |         | Percent of Total    |  |                  |      |                 |  |       |       |                         |  | Value of Assumed Annual
|                 |  | Securities         |         | Options Granted to  |  |                  |      |                 |  |       |       |                         |  | Rates of Stock Price   
|                 |  | Underlying Options |         | Employees in Fiscal |  | Exercise or Base |      |                 |  |       |       | Appreciation for Option
|Name             |  | Granted            |         | Year                |  | Price Per Share  |      | Expiration Date |  | Term*
|                 |  |                    |         |                     |  |                  |      |                 |  |      
|                 |  |                    |         |                     |  |                  |      |                 |  |       |       |                         |  |                         |          |  |  | 5%                   |         | 10%
|                 |  |                    |         |                     |  |                  |      |                 |  |       |       |                         |  |                         |          |  |  |                      |         |    
|Lee S. Wielansky |  |                    | 100,000 |                     |  |                  | 63.5 | %               |  | $     | 11.74 |                         |  |                         | 12/14/11 |  |  | $                    | 738,322 |     |  | $ | 1,871,054 | 



---

|* |  | Based on the closing price of the Common Stock of $11.74 per share as
reported on the New York Stock Exchange on December 13, 2001, less the
exercise price of the options. All of these options vest on December 13,
2002. The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by rules of the SEC. There can be no assurance
provided to the executive officer set forth above or any other holder of
the Companys securities that the actual stock price appreciation over the
term will be at the assumed 5% or 10% levels or at any other defined
level. Unless the market price of the Common Stock appreciates over the
option term, no value will be realized from the option grants made to the
above executive officer.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SAR Grants in Last Fiscal Year

The Company granted no SARs to the Named Executive Officers in 2001.

Aggregated Option Exercises and Year-End Option Values

The following table provides certain information with respect to
unexercised options held by the Named Executive Officers at December 31, 2001.
None of the Named Executive Officers exercised options during 2001.

|                    |  |                        |         |                         |  |             |         |               |  |   |         |  |  |   |        | 
|------------------- |  | ---------------------- | ------- | ----------------------- |  | ----------- | ------- | ------------- |  | - | ------- |  |  | - | ------ | 
|                    |  | Number of Securities   |         |                         |  |             |         |               |  |  
|                    |  | Underlying Unexercised |         | Value of Unexercised   
|                    |  | Options                |         | In-The Money Options at
|                    |  | at Fiscal Year-End     |         | Fiscal Year-End*       
|                    |  |                        |         |                        
|Name                |  | Exercisable            |         | Unexercisable           |  | Exercisable |         | Unexercisable
|                    |  |                        |         |                         |  |             |         |              
|Craig Macnab        |  |                        | 168,000 |                         |  |             | 31,500  |               |  | $ | 322,500 |  |  | $ | 64,500 | 
|Lee S. Wielansky    |  |                        | 200,000 |                         |  |             | 100,000 |               |  |   | 366,000 |  |  |   | 59,000 | 
|John D. Harris, Jr. |  |                        | 60,000  |                         |  |             |        |               |  |   |        |  |  |   |       | 
|Andrew E. Rothfeder |  |                        | 24,000  |                         |  |             |        |               |  |   |        |  |  |   |       | 
|Leilani L. Jones    |  |                        | 60,000  |                         |  |             |        |               |  |   |        |  |  |   |       | 



---

|* |  | Based on the closing price of the Common Stock of $12.33 per share as
reported on the New York Stock Exchange on December 31, 2001, less the
exercise price of the options.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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Compensation of Directors

Directors who are employees of the Company or its subsidiaries receive no
additional compensation for serving on the Board of Directors (the Board of
Directors) of the Company or any committee of the Board of Directors. In
2001, Directors who were not employees of the Company or its affiliates were
paid the compensation described below. All Directors receive reimbursement for
any reasonable expenses incurred in attending Board of Directors or committee
meetings.

Directors who are not employees of the Company or its affiliates receive
$1,000 each per in-person or telephonic Board or committee meeting attended
(except the chairperson, who receives $1,500 per meeting), $500 per day for any
special activity requested by the Board lasting three hours or less, and $1,000
per day for any similar activity lasting more than three hours.

Although the JDN Realty Corporation 1993 Non-Employee Director Stock
Option Plan (the Director Plan) provides that Directors who are not employees
of the Company or its affiliates automatically receive options to purchase
15,000 shares of Common Stock on January 1 of each year at an exercise price
equal to the fair market value of the Common Stock on the date of grant. An
insufficient number of shares remained reserved for issuance under the Director
Plan on January 1, 2002 for the full amount to be granted; therefore, each
non-employee Director received an option to purchase 14,858 shares of Common
Stock on January 1, 2002. The Director Plan was amended on February 13, 2001
to provide for a one-time grant of an option to purchase an additional 30,000
shares of Common Stock to each non-employee Director at an exercise price equal
to the fair market value of the Common Stock on the date of grant. As of April
29, 2002, unexercised options to purchase an aggregate of 438,932 shares of
Common Stock had been granted and were outstanding under the Director Plan.
Options to purchase 4,500 shares issued under the Director Plan have been
exercised.

The Director Plan also provides that Directors who are not employees of
the Company or its affiliates automatically receive on the first day of each
calendar quarter shares of Common Stock in an amount equal to $8,750 (each a
Stock Award) less the amount of Director Compensation (as defined in the
Director Plan) each Director has deferred under the JDN Realty Corporation
Deferred Director Compensation Plan (the Deferral Plan) for that fiscal year.
The number of shares granted to each non-employee Director is based on a
determination of the fair market value of the Companys Common Stock on the
grant date. Since the inception of the Deferral Plan in 1999, each eligible
Director has elected to defer receipt of his Stock Award to a future date
pursuant to the Deferral Plan. Shares of Common Stock received by Directors
pursuant to Stock Awards that are not deferred pursuant to the Deferral Plan
are not transferable for a period of six months after the award is made. As of
April 29, 2002, an aggregate of 6,567 shares of Common Stock had been granted
as Stock Awards to current and former non-employee Directors pursuant to the
Director Plan.





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##### Table of Contents



Employment Contracts, Termination of Employment and Change-in-Control
Arrangements

The Company has entered into employment agreements with Messrs. Macnab,
Harris and Rothfeder, and Ms. Jones as described below. JDN Development has
entered into an employment agreement with Mr. Wielansky as described below.

The following table sets forth the time periods covered by the employment
agreements with each of the Named Executive Officers and the annual base salary
provided for in those agreements.

|                    |  |                                               |  |                    |  |                 |         | 
|------------------- |  | --------------------------------------------- |  | ------------------ |  | --------------- | ------- | 
|Name                |  | Effective Date                                |  | Termination Date   |  | Contract Salary
|                    |  |                                               |  |                    |  |                
|Craig Macnab        |  | April 2, 2000
(amended April 2, 2002)         |  | December 14, 2002  |  | $               | 400,000 | 
|                    |  |                                               |  |                    |  |                 |         | 
|Lee S. Wielansky    |  | November 27, 2000
(amended December 14, 2001) |  | December 14, 2002  |  | $               | 390,000 | 
|                    |  |                                               |  |                    |  |                 |         | 
|John D. Harris, Jr. |  | July 1, 2000                                  |  | July 1, 2002*      |  | $               | 200,000 | 
|                    |  |                                               |  |                    |  |                 |         | 
|Andrew E. Rothfeder |  | June 11, 2001                                 |  | June 11, 2003*     |  | $               | 180,000 | 
|                    |  |                                               |  |                    |  |                 |         | 
|Leilani L. Jones    |  | November 27, 2000                             |  | November 27, 2002* |  | $               | 143,509 | 



---

|* |  | The employment term is automatically extended for one year upon the
occurrence of an anniversary of the effective date of the agreement,
unless notice of termination is provided by either party at least 90 days
prior to the expiration of the then-current term or unless the employment
has otherwise terminated.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition to the annual base salary listed above, each Named Executive
Officer is generally entitled to participate in the Companys incentive,
savings, retirement and other benefit plans. Also, each such executive is
entitled to an annual bonus based on performance criteria established by the
Compensation Committee of the Board of Directors or in the case of Messrs.
Macnab and Wielansky, in accordance with the criteria set forth in their
respective employment agreements.

In the event of a termination of employment of any of the Named Executive
Officers for cause (as defined in the employment agreements), without cause,
upon a change-in-control, or upon death or disability (as defined in the
employment agreements) the terminated executive is entitled to receive accrued
salary and vested deferred compensation (other than plan benefits which will be
paid in accordance with the applicable plan) and other benefits through the
date of termination. In addition, Messrs. Macnab, Wielansky and Harris and Ms.
Jones are entitled to receive bonus compensation to the extent earned through
the date of termination. None of the employment agreements with the Named
Executive Officers provides for the payment of any additional severance payment
in the event of a termination for cause. In the event of a termination without
cause or upon a change-in-control (as defined in the employment agreements),
any unvested options and restricted stock held by a Named Executive Officer
vest and, in addition to the payments described above, each Named Executive
Officer is entitled to receive the following severance compensation:





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##### Table of Contents



Agreements with Messrs. Macnab and Wielansky

Termination without cause:From the date of termination until December
14, 2002, an amount equal to any amount of his base salary that would be
payable but for his early termination plus one years base salary at the rate
payable at the time of termination. Upon the date his employment ceases as a
result of a termination without cause, he will receive a bonus equal to 100% of
his base salary.

Termination upon change-in-control:From the date of termination until
December 14, 2002, an amount equal to any amount of his base salary that would
have been payable but for his early termination plus one years base salary at
the rate payable at the time of termination. Upon the date his employment
ceases as a result of a change-in-control, he will receive a bonus equal to
100% of his base salary.

Agreement with Mr. Harris

Termination without cause:Base salary for two years after termination.

Termination upon change-in-control:For two years after termination, base
salary plus the average of annual bonuses earned in the two years immediately
preceding the date of termination.

Agreement with Mr. Rothfeder

Termination without cause:For two years after termination, base salary
plus the average of the annual bonuses earned in the two years immediately
preceding the date of termination less the amount of any compensation that he
obtains from other employment during the second year of the period.

Termination upon change-in-control:For two years after termination, base
salary plus the average of annual bonuses earned in the two years immediately
preceding the date of termination.

Agreement with Ms. Jones

Termination without cause:Base salary for one year after termination less
the amount of any compensation that she obtains from other employment during
such period.

Termination upon change-in-control:For one year after termination, base
salary plus the average of annual bonuses earned in the two years immediately
preceding the date of termination.

In addition to the provisions above, each of the employment agreements
with the Named Executive Officers contains a restrictive covenant regarding
non-competition applicable during the period of employment and, in the case of
Mr. Macnab for a period of one year following the termination of employment.
Each of the employment agreements with the Named Executive Officers contains a
restrictive covenant regarding non-solicitation applicable during the period of
employment and, in the case of Messrs. Macnab, Harris and Rothfeder, and Ms.
Jones, for a period of one year following the termination of employment. The
restrictive covenant with respect to non-solicitation contained in Mr.
Wielanskys employment agreement extends for any period during which Mr.
Wielansky is entitled to severance compensation.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee of the Board of Directors are
Messrs. Greene and Byrnes. There are no interlocks among the members of the
Compensation Committee.





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##### Table of Contents






Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table sets forth certain information with respect to
ownership of Common Stock on April 29, 2002 (except as otherwise indicated) by
(i) each person known by the Company, based solely on a review of electronic
filings made with the SEC, to be a beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each of the Companys Directors and
nominees for Director, (iii) each of the executive officers named in the
Summary Compensation Table, and (iv) all executive officers and Directors of
the Company as a group. Unless otherwise indicated, each shareholder listed
below has sole voting and dispositive power with respect to the shares
beneficially owned.

|                                                                                              |  |                      |           |                           |  |  |      |        
|--------------------------------------------------------------------------------------------- |  | -------------------- | --------- | ------------------------- |  |  | ---- | -------
|                                                                                              |  | Amount and Nature of |           | Percent of Common Stock  
|Name and Address of Beneficial Owner                                                          |  | Beneficial Ownership |           | Beneficially Owned (1)(2)
|                                                                                              |  |                      |           |                          
|Warren E. Buffett
1440 Kiewit Plaza
Omaha, Nebraska 68131                                     |  |                      | 2,323,100 |                           |  |  | 7.0  | %      
|                                                                                              |  |                      |           |                           |  |  |      |        
|Perkins, Wolf, McDonnell & Company
53 W. Jackson Boulevard, Suite 722
Chicago, Illinois 60604 |  |                      | 4,339,700 | (3)(4)                    |  |  | 13.2 | %(3)(4)
|                                                                                              |  |                      |           |                           |  |  |      |        
|Berger Small Cap Value Fund
210 University Boulevard, Suite 900
Denver, Colorado 80206        |  |                      | 3,000,000 | (4)(5)                    |  |  | 9.1  | %(4)(5)

|                                                                     |  |                                           |         |             |  |                      |         |                  |  |                    |           |     |  |                   |     |  
|-------------------------------------------------------------------- |  | ----------------------------------------- | ------- | ----------- |  | -------------------- | ------- | ---------------- |  | ------------------ | --------- | --- |  | ----------------- | --- | -
|                                                                     |  | Amount and Nature of Beneficial Ownership |         |             |  |                     
|                                                                     |  |                                           |         |             |  |                     
|                                                                     |  |                                           |         |             |  |                      |         |                  |  |                    |           |     |  | Percent of Common
|                                                                     |  |                                           |         |             |  | Shares with Right to |         | Total Beneficial |  | Stock Beneficially
|Name of Beneficial Owner                                             |  | Shares Held                               |         | Acquire (1) |  | Ownership            |         | Owned (1)       
|                                                                     |  |                                           |         |             |  |                      |         |                 
|Craig Macnab                                                         |  |                                           | 145,414 |             |  |                      | 194,500 |                  |  |                    | 339,914   |     |  |                   | 1.0 | %
|Lee S. Wielansky                                                     |  |                                           | 40,000  |             |  |                      | 200,000 |                  |  |                    | 240,000   |     |  |                   | *   |  
|John D. Harris, Jr.                                                  |  |                                           | 21,938  |             |  |                      | 60,000  |                  |  |                    | 81,938    |     |  |                   | *   |  
|Leilani L. Jones                                                     |  |                                           | 10,544  |             |  |                      | 60,000  |                  |  |                    | 70,544    |     |  |                   | *   |  
|Andrew E. Rothfeder                                                  |  |                                           | 24,504  |             |  |                      | 24,000  |                  |  |                    | 48,504    |     |  |                   | *   |  
|William G. Byrnes                                                    |  |                                           | 19,283  |             |  |                      | 40,000  |                  |  |                    | 59,283    |     |  |                   | *   |  
|Haywood D. Cochrane, Jr.                                             |  |                                           | 5,914   |             |  |                      | 62,500  |                  |  |                    | 68,414    |     |  |                   | *   |  
|Philip G. Satre                                                      |  |                                           | 2,947   |             |  |                      | 25,000  |                  |  |                    | 27,947    |     |  |                   | *   |  
|William B. Greene                                                    |  |                                           | 2,914   |             |  |                      | 62,500  |                  |  |                    | 65,414    | (6) |  |                   | *   |  
|All Current Executive
Officers and Directors as a
Group (10 persons) |  |                                           | 285,071 |             |  |                      | 728,500 |                  |  |                    | 1,013,571 |     |  |                   | 2.9 | %



---

|*   |  | Represents less than 1% of the outstanding shares of Common Stock.                                                                                                                                                                                                                                                                                                                                             
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Pursuant to the rules of the SEC, shares of Common Stock which beneficial
owners identified in this table have a right to acquire within 60 days of
the date indicated are deemed to be outstanding for the purpose of
computing the percent of Common Stock beneficially owned by that owner but
are not deemed outstanding for the purpose of computing ownership of any
other beneficial owner in the table.
|   
|(2) |  | Amounts provided are the percentages reported on Schedule 13G or 13G/A
filed with the SEC.                                                                                                                                                                                                                                                                                                                     





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##### Table of Contents



|(3) |  | Consists of 111,200 shares as to which such holder has sole voting and
dispositive power, and 4,228,500 shares as to which such holder has shared
voting and dispositive power.                                                                                                                                         
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Perkins, Wolf, McDonnell & Company (Perkins Wolf) serves as a portfolio
manager for Berger Small Cap Value Fund (Berger). Based on filings made
by Perkins Wolf with the SEC, the 13.20% of Common Stock reported as
beneficially owned by Perkins Wolf includes the 9.13% reported as
beneficially owned by Berger.
|   
|(5) |  | Consists of 3,000,000 shares as to which such holder has shared voting
and dispositive power.                                                                                                                                                                                                                           
|   
|(6) |  | Includes 1,500 shares held by the William B. Greene Trust, of which Mr.
Greene serves as trustee.                                                                                                                                                                                                                       




Item 13.  Certain Relationships and Related Transactions.

GeoSurvey, Ltd. Co. (GeoSurvey) performs survey work for the Company and
until October 2000 was 50% owned by two former executive officers of JDN
Development and 50% owned by an unrelated third party. In October 2000, the
two former executive officer owners transferred their ownership interest to an
unrelated third party. During the years ended December 31, 2000 and 1999, the
Company paid for services provided by GeoSurvey in the amounts of $17,000 and
$18,000, respectively. JDN Development paid additional amounts to GeoSurvey in
2000 and 1999.

Comm-Aviation, LLC (Comm-Aviation), which was 99% owned by J. Donald
Nichols, the Companys former Chief Executive Officer, provided charter flight
service to the Company. During the years ended December 31, 2000 and 1999, the
Company paid for services provided by Comm-Aviation in the amounts of $47,000
and $126,000, respectively. JDN Development paid additional amounts to
Comm-Aviation in 2000 and 1999.

Lightyear Holdings, Inc. (formerly Unidial Holdings, Inc.) (Lightyear),
which was 31% owned by Mr. Nichols through June 2, 2000, provided
telecommunication services to the Company. Craig Macnab, a member of the
Companys Board of Directors and the Companys President and Chief Executive
Officer, was also a board member of Lightyear from August 1996 until April
2000. During the years ended December 31, 2000 and 1999, the Company paid for
services provided by Lightyear in the amounts of $37,000 and $49,000,
respectively.

L3 Corporation (L3), a real estate company that provides leasing and
brokerage services to tenants, is owned by the brother of Lee S. Wielansky,
Executive Vice President and Director of the Company and President and Chief
Executive Officer of JDN Development. In December 2001, the Company executed a
lease with a tenant in which L3 was listed as an exclusive broker along with
another real estate company. Pursuant to the lease and related agreements, the
Company is expected to pay the exclusive brokers $56,000 in 2002. Compensation
for these services is determined to be at market rates. As of December 31,
2001 the Company was negotiating a lease at a different location with the same
tenant where L3 is expected to be named as an exclusive broker. Payments to
the exclusive brokers in this lease are expected to be $76,000 and to be paid
in 2002.





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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                      |  |                        |  |                                            
|--------------------- |  | ---------------------- |  | -------------------------------------------
|                      |  | JDN REALTY CORPORATION
|                      |  |                        |  |                                            
|Dated: April 30, 2002 |  | By:                    |  | /s/ John D.
Harris, Jr.                    
|                      |  |                        |  |                                            
|                      |  |                        |  | John D.
Harris, Jr.
Chief Financial Officer