UDR, Inc. — Director's Dealing 2004

Mar 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2004-03-09

Reporting Person: NEUHEARDT RODNEY A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-09	Common Stock	M	2800	$13.76	Acquired	15300	Direct
2004-03-09	Common Stock	S	2800	$19.5	Disposed	12500	Direct
2004-03-10	Common Stock	M	7200	$13.76	Acquired	19700	Direct
2004-03-10	Common Stock	S	7200	$19.55	Disposed	12500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-09	Stock Options (Right to buy)	$13.76	M	2800	Disposed	2011-07-14	Common Stock (2800)	Direct
2004-03-10	Stock Options (Right to buy)	$13.76	M	7200	Disposed	2011-07-14	Common Stock (7200)	Direct

Footnotes

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