UDR, Inc. — Director's Dealing 2004

May 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2004-05-04

Reporting Person: MCCANN JOHN P (Former Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-04	Common Stock	J	0	—	Acquired	534489	Direct
2004-05-04	Common Stock	J	0	—	Acquired	39500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-04	Stock Options (right to buy)	$0	J	0	Acquired		Common Stock (0)	Direct

Footnotes

F1: This report is being filed solely to note the termination of Mr. McCann's insider status. The reported holdings reflect Mr. McCann's beneficial ownership as of the date of termination of service.

F2: The options are currently exercisable.

F3: These options have various expiration dates.