UDR, Inc. — Director's Dealing 2006

Feb 9, 2006

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: GROVE JON A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Warrants (Right to Buy - KEYSOP)	$0	J	14875	Acquired	2013-03-25	Common Stock (14875)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	239295	Direct

Footnotes

F1: KEYSOP Shares acquired through Dividend Reinvestment Plan

F2: These options were acquired through Dividend Reinvestment and are exercisable upon acquisition.