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UDR, Inc. Capital/Financing Update 2007

May 23, 2007

30426_rns_2007-05-23_6dab9a67-1eb7-4b89-b64d-3ddc4aa9ccec.zip

Capital/Financing Update

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FWP 1 d46982fwfwp.htm FREE WRITING PROSPECTUS fwp PAGEBREAK

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-131278 May 23, 2007

UDR, INC. 6.75% SERIES G CUMULATIVE REDEEMABLE PREFERRED STOCK

Final Term Sheet

Issuer: UDR, Inc.

Security: 6.75% Series G Cumulative Redeemable Preferred Stock

CUSIP: 902653401

Size: 5,400,000 shares Over-allotment option: 600,000 shares

Type of security: SEC Registered—Registration Statement No. 333-131278; preliminary prospectus supplement dated May 22, 2007

Public offering price: $25.00 per share; $135,000,000

Underwriting discounts and commissions: $0.7875 per share; $4,252,500 total ($4,725,000 if over-allotment option is exercised in full)

Proceeds to the Company, before expenses: $24.2125 per share; $130,747,500 total ($145,275,000 if over-allotment option is exercised in full)

Expected net proceeds after deducting underwriting discounts and commissions and estimated transaction expenses payable by the Company: $130,497,500 ($145,025,000 if over-allotment option is exercised in full).

Sole Book-Running Manager: Wachovia Capital Markets, LLC
Co-Managers: Banc of America
Securities LLC, RBC Dain Rauscher Inc., Stifel, Nicolaus &
Company, Incorporated, Morgan Keegan & Company, Inc., Wells Fargo Securities, LLC
Underwriting: Wachovia Capital Markets, LLC 3,672,000 shares
Banc of America Securities LLC 378,000 shares
RBC Dain Rauscher Inc. 378,000 shares
Stifel, Nicolaus & Company, Incorporated 378,000 shares
Morgan Keegan & Company, Inc. 162,000 shares
Wells Fargo Securities, LLC 162,000 shares
BB&T Capital Markets, a division of
Scott & Stringfellow, Inc. 27,000 shares
Bear, Stearns & Co. Inc. 27,000 shares
Davenport & Company LLC 27,000 shares
H&R Block Financial Advisors, Inc. 27,000 shares
J.J.B. Hilliard, W.L. Lyons, Inc. 27,000 shares
Janney Montgomery Scott LLC 27,000 shares
Oppenheimer & Co., Inc. 27,000 shares
Robert W. Baird & Co. Incorporated 27,000 shares
Ryan Beck & Co., Inc. 27,000 shares
Wedbush Morgan Securities Inc. 27,000 shares

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Dividend rate: 6.75% per annum of the liquidation preference per annum; $1.6875 per annum per share, cumulative from May 31, 2007 (subject to the dividend rate step-up to 7.75% per annum as described in the prospectus supplement)

Optional Redemption: On or after May 31, 2012 (subject to the special optional redemption right described in the prospectus supplement)

Settlement and delivery date: May 31, 2007

Selling concession: Not to exceed $0.50 per share

Reallowance to other dealers: Not to exceed $0.45 per share

The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement dated May 22, 2007) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s Web site at www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Wachovia Capital Markets, LLC by calling toll-free 866-289-1262.

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