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UDR, Inc. Director's Dealing 2006

Feb 10, 2006

30426_dirs_2006-02-10_ba71f994-bb78-45b6-a371-1b55fac532bb.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2005-12-31

Reporting Person: CARLIN MARTHA R (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-12-16 Common Stock G 2518 Disposed 16829 Direct
2005-12-16 Common Stock G 2518 Acquired 29259 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-07-05 LLC Units $0 A 45000 Acquired Common Stock (67905) Direct
2005-07-05 LLC Units $0 D 1590 Acquired Common Stock (2399.31) Direct

Footnotes

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

F2: On July 5, 2005 the reporting person exchanged 1,590 Series A OPPS for 45,000 Series C OPPS.

F3: There is no expiration date for these securities.