X0202 4 2004-09-17 1 0000074208 UNITED DOMINION REALTY TRUST INC UDR 0001195703 NEYLAND ELLA S 425 CLAYTON STREET DENVER CO 80206 0 0 0 1 Former Officer Common Stock 2004-09-17 5 J 0 E 0 0 A 11840 D Employee Stock Option (right to buy) 12.23 2004-09-17 5 J 0 E 0 A 2011-04-02 Common Stock 59000 59000 D LLC Units 0 2004-09-17 5 J 0 E 0 1 A 2004-06-01 Common Stock 191659 127000 D This report is being filed solely to note the termination of Ms. Neyland's insider status. The reported holdings reflect Ms. Neyland's beneficial ownership as of the date of termination of service. The option is currently exercisable. The reporting person owns LLC Units issued by UDR Out-Performance I, LLC, a Virginia limited liability company (the "LLC"). The LLC's only assets are OPPSs issued by United Dominion Realty, L.P., a Virginia limited partnership (the "Limited Partnership"). Beginning on June 1, 2004, the LLC Units may be exchanged at the LLC's option for OPPSs on a 1:1 basis. Each OPPS is exchangeable for approximately 1.5 Operating Partnership Units ("OPUs") issued by the Limited Partnership. Beginning one year after the date of any such exchange of OPPSs for OPUs, the holder of the OPUs may require the Limited Partnership to redeem the OPUs for a cash amount equal to the cash value of the common stock of the Issuer on a 1:1 basis subject to the Issuer's right to purchase the OPUs for such cash value or by substituting shares of the Issuer's common stock on a 1:1 basis in lieu of cash. There is no expiration date for these securities. The field is required for filing acceptance and the date is used for acceptance of filing purposes only. W. Mark Wallis, Attorney-in-Fact 2004-10-12