UDR, Inc. — Director's Dealing 2004

Feb 17, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2004-02-12

Reporting Person: SPANGLER THOMAS A (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30584	Direct
Common Stock	1491	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to buy)	$9.625	2009-12-21	Common Stock (2500)		Direct
Stock Options (Right to buy)	$9.875	2010-12-05	Common Stock (5000)		Direct
LLC Units	$1	1988-08-08	Common Stock (19619)		Direct

Footnotes

F1: The reporting person owns LLC Units issued by UDR Out-Performance I, LLC, a Virginia limited liability company (the "LLC"). The LLC's only assets are OPPSs issued by United Dominion Realty, L.P., a Virginia limited partnership (the "Limited Partnership").

F2: There is no expiration date for these securities. The field is required for filing acceptance and the date is used for acceptance of filing purposes only.

F3: Beginning on June 1, 2004, the LLC Units may be exchanged at the LLC's option for OPPSs on a 1:1 basis. Each OPPS is exchangeable for approximately 1.5 Operating Partnership Units ("OPUs") issued by the Limited Partnership. Beginning one year after the date of any such exchange of OPPSs for OPUs, the holder of the OPUs may require the Limited Partnership to redeem the OPUs for a cash amount equal to the cash value of the common stock of the Issuer on a 1:1 basis subject to the Issuer's right to purchase the OP Units for such cash value or by substituting shares of the Issuer's common stock on a 1:1 basis in lieu of cash.