UDR, Inc. — Director's Dealing 2006

Aug 17, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2006-08-08

Reporting Person: AKIN MATTHEW T (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32259	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LLC Units	$0		Common Stock (4000)		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 Class I Out-Performance Partnership Shares ("OPPS") issued by United Dominion Realty, L.P., a Delaware limited partnership (the "Limited Partnership").

F2: 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 OPUs for such cash value or by substituting shares of the Issuer's common stock on a 1:1 basis in lieu of cash.

F3: There is no expiration date for these securities.