UDR, Inc. — Director's Dealing 2009

Apr 28, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2009-04-24

Reporting Person: Troupe Warren L (Sr Exec VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-24	Common Stock	F	1734	$9.96	Disposed	279717	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-03	Stock Options (Right to buy)	$24.38	A	4135	Acquired	2018-03-03	Common Stock (54135)	Direct
2008-03-03	Stock Options (Right to buy)	$24.38	A	4135	Acquired	2018-03-03	Common Stock (54135)	Direct
2008-03-03	Stock Options (Right to buy)	$24.38	A	4135	Acquired	2018-03-03	Common Stock (54135)	Direct
2008-03-03	Stock Options (Right to buy)	$24.38	A	4135	Acquired	2018-03-03	Common Stock (54135)	Direct

Footnotes

F1: The stock options reported by the reporting person on this Form 4 reflect stock options previously reported by the reporting person with adjustments to the exercise price and number of shares as a result of the special dividend declared on November 10, 2008, and paid on January 29, 2009, to all stockholders of record on December 9, 2008.