Item 8.01 Other Events.

On March 13, 2009, UDR, Inc. (the "Company"), the general partner of United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership"), entered into the Seventh Amendment (the "Seventh Amendment") to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership (the "UDR Partnership Agreement"). The description of the Seventh Amendment set forth herein is qualified in its entirety by reference to the full text of the Seventh Amendment, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Under the UDR Partnership Agreement, the Conversion Factor applicable to the Class I Out-Performance Partnership Shares of the UDR Partnership is 1.5091. The Seventh Amendment revises the Conversion Factor applicable to the Class I Out-Performance Partnership Shares in connection with the distribution to each holder of Class I Out-Performance Partnership Shares of 0.5091 Partnership Units per Class I Out-Performance Share held by such holder and amends the definition of "Conversion Factor" accordingly.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Ex. No. - Description

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10.1 - Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009.

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