FORM 10-Q/A
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                       AMENDMENT TO APPLICATION OR REPORT
                  Filed Pursuant to Section 12, 13 or 15(d) of
                       THE SECURITIES EXCHANGE ACT OF 1934


                       UNITED DOMINION REALTY TRUST, INC.
             (Exact name of registrant as specified in its charter)

         The undersigned registrant hereby amends the following items, financial
statements  and  other  portions  of its  Quarterly  Report on Form 10-Q for the
quarter ended September 30, 1995 as set forth in the pages attached hereto.

Management's Discussion of Financial Condition and Operations

The  reference  to the  dividend  payout  ratio  under  the  caption  "Financial
Condition" in "Management's  Discussion of Financial Condition and Operations"
has been deleted.


                                   UNITED DOMINION REALTY TRUST, INC.
                                               (Registrant)





Date:    April 12, 1996                           By: /s/ Jerry A. Davis
         --------------                              -------------------
                                                  Jerry A. Davis, Vice President
                                                  Corporate Controller



















during 1995, (ii) the increase in mature  apartment net operating income of $3.5
million,  and (iii) the positive impact of the significant  portfolio  expansion
that has occurred during the last twelve months.

         Management  believes that the Trust's  operating results for the fourth
quarter of 1995 will show continued  improvement over the comparable period last
year  reflecting  the  continued  positive  impact of the Trust's  1994 and 1995
acquisitions.  During 1994,  the Trust's  mature  apartment  economic  occupancy
improved  steadily through August and then stabilized  between 95% an 96% during
the remainder of the year.  Mature apartment  operating  results improved during
each succeeding  quarter last year.  Thus, year to year improvement in quarterly
mature apartment operating results should be more moderate in the fourth quarter
of 1995.  Consequently,  higher rent growth will be more  important  to improved
fourth  quarter  results than  occupancy  gains.  Management  believes  that the
Trust's  operating  results  should  continue to benefit over the next few years
from a number of factors  including (i) the  contribution of the large volume of
units  acquired  since 1994 and expected to be acquired  during the remainder of
1995, and (ii) continued strong apartment markets as a result of anticipated job
growth and resultant household formation in the Southeast.

         The Trust  expects to close on separate  sales of two shopping  centers
during the fourth  quarter of 1995 which will  result in a gain,  for  financial
reporting purposes of approximately $1.3 million.

         In March, 1995, the FASB issued Statement No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of",
which requires  impairment losses to be recognized for long-lived assets used in
operations when indicators of impairment are present and the  undiscounted  cash
flows are not sufficient to recover the assets' carrying  amount.  The statement
requires  that  impairment  losses be  recognized  for  long-lived  assets to be
disposed of when the fair value of the asset less the estimated  cost to sell is
less than the  carrying  value of that  asset  measured  at the time  management
commits to the sale or  disposal.  The Trust will opt for the early  adoption of
Statement No. 121 in the fourth  quarter of 1995.  At the end of October,  1995,
the Trust  executed  a letter of intent  to sell  five  shopping  centers  at an
aggregate  purchase price of $28.4 million.  Closing is expected to occur during
the first quarter of 1996. Based on a preliminary allocation of the sales price,
it is  estimated  that the Trust will  recognize  an  approximate  $1.7  million
initial  impairment  loss  associated  with the  sale of one of  these  centers,
Village Square in Myrtle Beach,  South  Carolina  (which had a carrying value at
the end of October of  approximately  $9.5 million).  The other four centers are
expected to be sold at gains aggregating between $500,000 and $800,000 depending
on the date of sale.

FINANCIAL CONDITION

         As a qualified REIT, the Trust distributes a substantial portion of its
cash flow to its  shareholders  in the form of dividends.  Over the past several
years,  the Trust has sought to retain a greater  portion of its cash flow.  The
Trust utilizes a variety of primarily external financing sources to fund its
acquisition  program.  The Trust has frequently utilized its lines of credit to
finance these expenditures and has subsequently  replaced any short-term bank
debt so incurred with longer term debt or equity.