UDR, Inc. — Director's Dealing 2004

Mar 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2004-03-04

Reporting Person: MCCANN JOHN P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-04	Common Stock	M	30000	$10.25	Acquired	564489	Direct
2004-03-04	Common Stock	M	30000	$9.625	Acquired	594489	Direct
2004-03-04	Common Stock	S	60000	$19.38	Disposed	534489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-04	Stock Options (Right to buy)	$9.625	M	30000	Disposed	2009-12-21	Common Stock (30000)	Direct
2004-03-04	Stock Options (Right to buy)	$10.25	M	30000	Disposed	2009-01-27	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39500	Indirect

Footnotes

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