UDR, Inc. — Director's Dealing 2012

Aug 2, 2012

SEC Form 4/A — Form 4/A

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2012-04-30

Reporting Person: MESSENGER DAVID L (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	Common Stock	F	32864.0000	$26.3300	Disposed	91666.0000	Direct

Footnotes

F1: Represents shares of restricted stock withheld to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

F2: Too many shares were inadvertently withheld by the issuer to satisfy the reporting person's tax withholding obligations upon vesting of restricted stock as reported on the Form 4 filed on April 30, 2012. The number of shares withheld has been reduced by 912 shares.