UDR, Inc. — Director's Dealing 2011

May 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2011-05-17

Reporting Person: GROVE JON A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-17	Common Stock	M	20821.0000	$13.1500	Acquired	299088.0000	Direct
2011-05-17	Common Stock	F	10861.0000	$25.2100	Disposed	288227.0000	Direct
2011-05-19	Common Stock	S	9960.0000	$25.5509	Disposed	278267.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-17	Stock Options (Right to buy)	$13.1500	M	20821.0000	Disposed	2012-02-08	Common Stock (20821.0000)	Direct

Footnotes

F1: Represents shares of Common Stock withheld to satisfy the reporting person's obligation to pay the exercise price upon the exercise of stock options. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).