Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 1, 2009, the Board of Directors of UDR, Inc. (the "Company"), approved the Company's Amended and Restated Bylaws (as amended through April 1, 2009). The Amended and Restated Bylaws (as amended through April 1, 2009) include amendments to Section 2.3 regarding information to be provided to the Company by stockholders requesting a special meeting of stockholders, Section 2.10 regarding procedural, informational and other requirements relating to stockholder proposals at stockholder meetings, Section 2.11 regarding procedural, informational and other requirements relating to nominations of persons for election to the Company's Board of Directors, and Section 7.1 regarding the indemnification rights of indemnitees under Article VII of the Amended and Restated Bylaws. A copy of the Company's Amended and Restated Bylaws (as amended through April 1, 2009) is attached to this report as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Ex. No. - Description

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3.1 - Amended and Restated Bylaws (as amended through April 1, 2009).

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