UDR, Inc. — Director's Dealing 2011

Aug 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2011-08-01

Reporting Person: TOOMEY THOMAS W (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-01	Common Stock	A	3202.0000	$24.8400	Acquired	1543737.0000	Direct
2011-08-02	Common Stock	F	50000.0000	$26.1400	Disposed	1493737.0000	Direct

Footnotes

F1: Vesting of the shares awarded to the reporting person is subject to the reporting person's continued employment with the Issuer and the achievement by the Issuer of certain performance goals during the period ending December 31, 2012; provided, that if the performance goals are not met during such period, vesting will be extended for an additional year and certain of the performance targets will be increased.

F2: Represents the disposition of shares of Common Stock to satisfy the reporting person's tax obligation in connection with the exercise of stock options reported on February 14, 2011. The disposition of the shares of Common Stock is exempt pursuant to Rule 16b-3(e).

F3: On July 13, 2011, the reporting person transferred 156,376 shares of Common Stock to his spouse in a transaction exempted from Section 16.