Item 3.03 Material Modifications to Rights of Security Holders.

On August 20, 2009, UDR, Inc. (the "Company") executed and delivered the Supplemental Indenture (the "Supplemental Indenture") by and between the Company and U.S. Bank National Association, as trustee under the Company's Indenture dated April 1, 1994 (the "Indenture") governing the Company's 8½% Debentures due September 15, 2024 (the "Notes").

The Supplemental Indenture was entered into following the Company's receipt on August 20, 2009 of consents to certain proposed amendments to the Indenture from holders of more than a majority in aggregate principal amount of the outstanding Notes. As executed, the Supplemental Indenture eliminates certain restrictive covenants and events of default contained in the Indenture. The amendments being effected by the Supplemental Indenture will only become operative, however, on the date that the Notes validly tendered in connection with the consents are purchased by the Company pursuant to the Company's tender offer for the Notes commenced on August 4, 2009.

The foregoing summary of the material terms of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is attached to this report as Exhibit 4.1 and is incorporated herein by reference.

A copy of the press release announcing the receipt of the requisitie consents to the proposed amendments to the Indenture and the execution of the Supplemental Indenture is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. - Description

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4.1 - Supplemental Indenture dated August 20, 2009, by and between the Company and U.S. Bank National Association, as trustee.

99.1 - Press release dated August 21, 2009.

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