UDR, Inc. — Director's Dealing 2005

May 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2005-05-16

Reporting Person: WALLIS W MARK (Sr Exec Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-16	Common Stock	M	34200	$12.23	Acquired	91805	Direct
2005-05-16	Common Stock	S	34200	$23.06	Disposed	57605	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-16	Stock Options (Right to buy)	$12.23	M	34200	Disposed	2011-04-02	Common Stock (34200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3350	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2004.