X0202 3 2006-08-08 0 0000074208 UNITED DOMINION REALTY TRUST INC UDR 0001372599 AKIN MATTHEW T 400 EAST CARY STREET RICHMOND VA 23219 1 Senior Vice President Common Stock 32259 D LLC Units 0 2004-06-01 Common Stock 4000 D 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 Class I Out-Performance Partnership Shares ("OPPS") issued by United Dominion Realty, L.P., a Delaware 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. Matthew T. Akin 2006-08-17