UDR, Inc. — Director's Dealing 2004

Mar 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2004-03-02

Reporting Person: SHANABERGER SCOTT A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-02	Common Stock	M	13333	$10.875	Acquired	37133	Direct
2004-03-02	Common Stock	M	7300	$9.875	Acquired	44433	Direct
2004-03-02	Common Stock	S	13333	$19.15	Disposed	31100	Direct
2004-03-02	Common Stock	S	7300	$19.15	Disposed	23800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-02	Stock Options (Right to buy)	$9.875	M	7300	Disposed	2010-12-05	Common Stock (7300)	Direct
2004-03-02	Stock Options (Right to buy)	$10.875	M	13333	Disposed	2008-12-08	Common Stock (13333)	Direct

Footnotes

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