UDR, Inc. — Director's Dealing 2006

Mar 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2006-03-03

Reporting Person: NEUHEARDT RODNEY A (Former Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-03	Common Stock	D	7922	—	Disposed	7618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-03	LLC Units	$0	J	0	Acquired		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 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: This report is being filed solely to note the termination of Mr. Neuheardt's insider status. The reported holdings reflect Mr. Neuheardt's beneficial ownership as of the date of termination of service.

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.