UDR, Inc. — Director's Dealing 2012

Aug 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UDR, Inc. (UDR)
CIK: 0000074208
Period of Report: 2012-07-31

Reporting Person: Troupe Warren L (Senior Exec VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-31	Common Stock	F	26610.0000	$26.8800	Disposed	566277.0000	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 withheld shares is exempt pursuant to Rule 16b-3(e).

F2: Represents the number of shares in addition to the 83,034 shares reported on the Form 4 filed on April 30, 2012 that must be withheld by the issuer to satisfy the reporting person's tax withholding obligations upon vesting of restricted stock.