UDR, Inc. — Director's Dealing 2005

Jan 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2005-01-03

Reporting Person: WALLIS W MARK (Senior Executive Vice Presiden)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-03	LLC Units	$0	G	20000	Disposed	1988-08-08	Common Stock (20000)	Direct
2005-01-03	LLC Units	$0	G	20000	Acquired	1988-08-08	Common Stock (20000)	Indirect

Footnotes

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

F2: Transfer of OPPSs to Wallis Investments LLC, a Colorado limited liability company, of which the reporting person is the sole manager, and of which the reporting person and his wife are the sole members. The reporting person disclaims beneficial ownershp of OPPSs held by Wallis Investments LLC except to the extent of his pecuniary interest therein.

F3: Beginning on June 1, 2004, the OPPSs may be exchanged at the LLC's option for OPUs issued by the Limited Partnershp, and the total number of OPUs to be distributed shall be based upon a conversion factor set forth in the Amended and Restated Agreement of Limited Partnership.

F4: 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.