Item 3.02 Unregistered Sales of Equity Securities.

In 2005, the stockholders of UDR, Inc. (the "Company") approved the issuance of the Company's Series F Preferred Stock to give voting rights to holders of limited partnership interests, or "OP Units," in the Company's two operating partnerships, United Dominion Realty, L.P. and Heritage Communities, L.P. The Series F Preferred Stock, which is offered only to holders of OP Units, entitles its holders to one vote per share on each matter upon which the Company's common stockholders are entitled to vote at stockholder meetings. The Series F Preferred Stock votes together as a single class with the Company's common stock and other capital stock eligible to vote. The Series F Preferred Stock is not convertible or exchangeable into any other equity securities, and it does not entitle its holders to any other rights, privileges or preferences.

On March 23, 2009, the Company sold a total of 2,237,282 shares of its Series F Preferred Stock, without par value, to certain holders of OP Units who are accredited investors, at a purchase price of $0.0001 per share, for an aggregate purchase price of $223.73. Because the shares of Series F Preferred Stock were sold to accredited investors in transactions not involving a public offering, the transactions are exempt from registration under the Securities Act of 1933 in accordance with Section 4(2) of the Securities Act.

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