UDR, Inc. — Director's Dealing 2010

May 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2010-05-05

Reporting Person: GROVE JON A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-05	Common Stock	M	2165	$9.93	Acquired	278072	Direct
2010-05-13	Common Stock	M	16292	$9.99	Acquired	293604	Direct
2010-05-13	Common Stock	S	18457	$21.4199	Disposed	275147	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-05	Stock Options (Right to Buy)	$9.93	M	2165	Disposed	2010-05-08	Common Stock (2165)	Direct
2010-05-13	Stock Options (Right to Buy)	$9.99	M	16292	Disposed	2011-01-02	Common Stock (16292)	Direct
2002-02-08	Stock Options (Right to Buy)	$13.15	J	1590	Acquired	2012-02-08	Common Stock (1590)	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 January 29, 2009, to all stockholders of record on December 9, 2008.