UDR, Inc. — Director's Dealing 2004

Jul 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2004-07-21

Reporting Person: NORWOOD MARY ELLEN (Vice President and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-21	Common Stock	M	6667	$13.96	Acquired	9667	Direct
2004-07-21	Common Stock	S	1000	$19.96	Disposed	8667	Direct
2004-07-21	Common Stock	S	2500	$20.09	Disposed	6167	Direct
2004-07-21	Common Stock	S	3167	$20.1	Disposed	3000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-21	Stock Options (Right to buy)	$13.96	M	6667	Disposed	2011-08-06	Common Stock (6667)	Direct

Footnotes

F1: This transaction was done pursuant to a cashless exercise of options.