8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                  ------------


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                January 27, 1998
                Date of Report (Date of Earliest Event Reported)



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



          Virginia                     1-10524                   54-0857512
(State or other jurisdiction     (Commission File No.)        I.R.S. Employer
      of incorporation)                                     (Identification No.)



                              10 South Sixth Street
                            Richmond, Virginia, 23219
                    (Address of principal executive offices)
                                   (Zip Code)



                                 (804) 780-2691
              (Registrant's telephone number, including area code)



                                       N/A
          (former name or former address, if changed since last report)

================================================================================



Item 5.    Other Events

         On  January  27,  1998,  the Board of  Directors  of the  Company  (the
"Board"),  approved  a  Rights  Agreement,  dated as of and to be  effective  on
January 27, 1998 (the "Rights  Agreement")  between the Company and  ChaseMellon
Shareholder  Services,  L.L.C.,  as Rights  Agent,  having the  principal  terms
summarized below. The Rights Agreement  provides for the issuance of Rights (the
"Rights")  to  purchase  shares  of  Series  C Junior  Participating  Cumulative
Redeemable  Preferred Stock (the "Series C Preferred Stock") of the Company,  no
par value.  In accordance with the Rights  Agreement,  the Board also declared a
dividend  distribution of one Right for each  outstanding  share of Common Stock
(the "Common  Stock"),  of the Company to shareholders of record at the close of
business on February 4, 1998 (the "Record Date").

         Each Right entitles the registered  holder to purchase from the Company
one   one-thousandth   of  a  share  of  Series  C  Preferred  Stock.  Each  one
one-thousandth  of a share (a "Unit") of Series C Preferred  Stock is structured
to be the  equivalent  of one share of Common Stock.  The exercise  price of the
Right will be $45.00 subject to adjustment (the "Purchase Price").

         Rights  will also  attach to shares of Common  Stock  issued  after the
Record Date but prior to the  Distribution  Date (as defined  below)  unless the
Board determines otherwise at the time of issuance. The description and terms of
the Rights are set forth in the Rights Agreement.

         The Rights will be  appurtenant  to the shares of Common Stock and will
be  evidenced  by  Common  Stock  certificates,  and  no  separate  certificates
evidencing the Rights (the "Rights Certificates") will be distributed initially.
The Rights will separate from the Common Stock and a distribution  of the Rights
Certificates  will occur (the  "Distribution  Date")  upon the earlier of (i) 10
business  days  following  a  public  announcement  that a  person  or  group of
affiliated  or  associated  persons (an  "Acquiring  Person") has  acquired,  or
obtained  the right to  acquire,  beneficial  ownership  of more than 15% of the
outstanding  shares of Common Stock (the "Stock  Acquisition  Date"), or (ii) 10
business days  following the  commencement  of a tender offer or exchange  offer
that  would  result  in a person or group  beneficially  becoming  an  Acquiring
Person.  Until the  Distribution  Date,  (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock  certificates,  (ii) any Common Stock  certificates  issued will contain a
notation incorporating the Rights Agreement by reference and (iii) the surrender
for  transfer  of any  certificates  for  Common  Stock  outstanding  will  also
constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented by such certificates.

         The Rights are not  exercisable  until the  Distribution  Date and will
expire at the close of business on February 4, 2008,  unless earlier redeemed or
exchanged by the Company as described  below.  As soon as practicable  after the
Distribution  Date,  Rights  Certificates will be mailed to holders of record of
the Common  Stock as of the close of  business  on the  Distribution  Date,  and
thereafter such separate Rights Certificates alone will represent the Rights.

         The Agreement  provides that if any person becomes an Acquiring Person,
proper  provision  shall be made so that each  holder of a Right  (except as set
forth  below) will  thereafter  have the right to  receive,  upon  exercise  and
payment of the Purchase Price, Series C Preferred Stock or, at the option of the
Company,  Common Stock (or, in certain  circumstances,  cash,  property or other
securities  of the  Company)  having a value  equal to twice  the  amount of the
Purchase Price.

         In the event that, at any time  following the Stock  Acquisition  Date,
(i) the Company is  acquired in a merger,  statutory  share  exchange,  or other
business combination in which the Company is not the surviving  corporation,  or
(ii)  50%  or  more  of the  Company's  assets  or  earning  power  is  sold  or
transferred, each holder of a Right (except as set forth below) shall thereafter
have the right to receive,  upon  exercise  and payment of the  Purchase  Price,
common stock of the acquiring company having a value equal to twice the Purchase
Price.  The events set forth in this paragraph and in the immediately  preceding
paragraph are referred to as the "Triggering Events."

         Upon the occurrence of a Triggering  Event that entitles Rights holders
to purchase  securities or assets of the Company,  Rights that are or were owned
by the Acquiring Person, or any affiliate or associate of such Acquiring Person,
on or after such  Acquiring  Person's Stock  Acquisition  Date shall be null and
void and shall not thereafter be exercised by any person  (including  subsequent
transferees).  Upon the  occurrence of a Triggering  Event that entitles  Rights
holders to purchase common stock of a third party, or upon the  authorization of
an  Exchange,  Rights  that are or were  owned by any  Acquiring  Person  or any
affiliate  or  associate  of any  Acquiring  Person on or after  such  Acquiring
Person's Stock  Acquisition Date shall be null and void and shall not thereafter
be exercised by any person (including subsequent transferees).

         The  Purchase  Price  payable,  and the  number  of  shares of Series C
Preferred  Stock,  Common Stock or other  securities  or property  issuable upon
exercise  of the Rights are subject to  adjustment  from time to time to prevent
dilution.

         At any time after any person becomes an Acquiring  Person,  the Company
may exchange all or part of the Rights (except as set forth below) for shares of
Common Stock (an  "Exchange")  at an exchange  ratio of one share per Right,  as
appropriately adjusted to reflect any stock split or similar transaction.

         At any time until ten days  following the Stock  Acquisition  Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the "Redemption  Price").  Under certain  circumstances  set forth in the
Rights Agreement, the decision to make an Exchange or to redeem the Rights shall
require the  concurrence of a majority of the  Continuing  Directors (as defined
below). Additionally,  the Company may thereafter but prior to the occurrence of
a  Triggering  Event  redeem  the  Rights  in  whole,  but not in  part,  at the
Redemption  Price  provided  that such  redemption  is incidental to a merger or
other business combination transaction involving the Company that is approved by
a majority of the Continuing  Directors,  does not involve an Acquiring  Person,
and in which all holders of Common Stock are treated alike. After the redemption
period has expired,  the Company's  right of redemption  may be reinstated if an
Acquiring  Person  reduces  his  beneficial  ownership  to  15% or  less  of the
outstanding  shares of Common Stock in a transaction  or series of  transactions
not involving  the Company.  Immediately  upon the action of the Board  ordering
redemption  of  the  Rights,  with,  where  required,  the  concurrence  of  the
Continuing  Directors,  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the Redemption Price.

         The term "Continuing Directors" means any member of the Board who was a
member of the Board immediately before the adoption of the Rights Agreement, and
any  person  who is  subsequently  elected  to  the  Board  if  such  person  is
recommended or approved by a majority of the Continuing Directors,  but does not
include an  Acquiring  Person,  or an  affiliate  or  associate  of an Acquiring
Person, or any representative of the foregoing entities.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive  dividends.  While the distribution of the Rights will not
be taxable to shareholders or to the Company,  shareholders may,  depending upon
the circumstances,  recognize taxable income in the event that the Rights become
exercisable for Series C Preferred Stock (or other consideration) of the Company
or for common stock of the acquiring company as set forth above.

         Other than certain provisions  relating to the principal economic terms
of the Rights,  any of the provisions of the Rights  Agreement may be amended by
the Board prior to the  Distribution  Date.  After the  Distribution  Date,  the
provisions  of the Rights  Agreement  may be  amended  by the Board (in  certain
circumstances,  only with the concurrence of the Continuing  Directors) in order
to cure any  ambiguity,  to make certain  other  changes  that do not  adversely
affect the  interests  of  holders of Rights  (excluding  the  interests  of any
Acquiring  Person),  or to shorten or lengthen  any time period under the Rights
Agreement;  provided,  however, no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not redeemable.

         At the same time  that it  approved  the  Rights  Agreement,  the Board
designated  1,000,000 shares of the Company's  Preferred Stock, no par value, as
the "Series C Junior Participating  Cumulative  Redeemable Preferred Stock." The
Company  will not issue any shares of Series C Preferred  Stock  except upon the
exercise  of Rights.  The Series C  Preferred  Stock is junior to the  Company's
91/4%  Series A  Cumulative  Redeemable  Preferred  Stock and its 8.60% Series B
Cumulative  Redeemable Preferred Stock in respect of rights to receive dividends
and to participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Company,  and is senior to the Common Stock and
any  other  capital  stock of the  Company  ranking,  as to  dividends  and upon
liquidation, junior to the Series C Preferred Stock.

         Holders of shares of the Series C  Preferred  Stock are be  entitled to
receive  cumulative  preferential  cash dividends payable quarterly in an amount
per share equal to the greater of (i) $.01 or (ii) 1,000 times the aggregate per
share  amount of all cash  dividends,  and 1,000 times the  aggregate  per share
amount (payable in kind) of all non-cash dividends or other distributions (other
than dividends payable in shares of Common Stock),  declared on the Common Stock
since the  immediately  preceding  quarterly  dividend  payment  date,  or, with
respect to the first quarterly  dividend  payment date, since the first issuance
of any share or fraction of a share of Series C Preferred Stock.

         In the  event of any  liquidation,  dissolution  or  winding  up of the
Company,  the holders of shares of Series C Preferred  Stock are  entitled to be
paid out of the assets of the Company legally  available for distribution to its
shareholders a liquidation  preference of $1,000.00 per share,  plus accrued and
unpaid  dividends  thereon  to the date of  payment  (the  "Series  C  Preferred
Liquidation Preference").  After the payment to the holders of the shares of the
Series C Preferred Stock of the full Series C Preferred Liquidation  Preference,
the holders of the Series C Preferred Stock as such shall have no right or claim
to any of the remaining  assets of the  corporation  until the holders of Common
Stock shall have received an amount per share (the "Common Adjustment") equal to
the  quotient  obtained  by  dividing  (i) the  Series C  Preferred  Liquidation
Preference  by (ii)  1,000.  In the event that there are not  sufficient  assets
available after payment in full of the Series C Preferred Liquidation Preference
to permit payment in full of the Common  Adjustment,  then the remaining  assets
shall be distributed ratably to the holders of the Common Stock.

         The  outstanding  shares of Series C Preferred Stock may be redeemed at
the option of the Board as a whole,  but not in part,  at any time, or from time
to time, at a price per share (the "Series C Preferred  Redemption Price") equal
to (i) 1,000 times the Average  Market Value of the Common Stock,  plus (ii) all
accrued and unpaid dividends to and including the date fixed for redemption. The
"Average  Market  Value" is the average of the closing sale prices of a share of
the Common Stock during the 30-day period immediately  preceding the date before
the  redemption  date quoted on the Composite  Tape for New York Stock  Exchange
Listed Stocks,  or, if the Common Stock is not quoted on the Composite  Tape, on
The New York  Stock  Exchange,  or, if the  Common  Stock is not  listed on such
exchange, on the principal United States registered securities exchange on which
the Common  Stock is listed,  or, if the Common  Stock is not listed on any such
exchange,  the average of the closing bid quotations  with respect to a share of
Common Stock during such 30-day period on The Nasdaq Stock Market, or if no such
quotations  are  available,  the fair market value of a share of Common Stock as
determined by the Board in good faith.

         Each share of Series C Preferred Stock shall entitle the holder thereof
to 1,000 votes on all matters  submitted  to a vote of the  shareholders  of the
Company.  The holders of shares of Series C  Preferred  Stock and the holders of
shares of Common  Stock  shall vote  together  as one  voting  group on all such
matters.  Whenever  dividends on any shares of Series C Preferred Stock shall be
in arrears for six or more consecutive  quarterly  periods,  the holders of such
shares  (voting  separately as a class with all other series of Preferred  Stock
having like  voting  rights)  will be  entitled to vote for the  election of two
additional directors of the Company until all dividends accumulated on shares of
Series C Preferred  Stock for the past  dividend  periods  and the then  current
dividend  period shall have been fully paid.  In such case,  the entire Board of
Directors of the Company will be increased by two directors.

         The  dividend  rate on the  Series  C  Preferred  Stock , the  Series C
Preferred Liquidation Preference,  the Common Adjustment, the Series C Preferred
Redemption  Price and the number of votes per share of Series C Preferred  Stock
are all subject to adjustment  upon the  declaration of any dividend  payable in
Common Stock,  subdivision of the outstanding Common Stock or combination of the
outstanding shares of Common Stock into a smaller number of shares.

         The Press Release,  dated January 29, 1998,  announcing the adoption of
the Rights  Agreement  by the Board of Directors is attached to this Form 8-K as
an exhibit and is incorporated herein by reference. The foregoing description of
the Rights is qualified in its entirety by reference to the Rights Agreement and
its exhibits.






Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

     (c)  Exhibits:

      4.1*  Rights Agreement, dated as of January 27, 1998 between the Company
            and Chase Mellon Shareholder Services, L.L.C., as Rights Agent.

      4.2*  Form of Rights  Certificate,  included  as Exhibit A to the Rights
            Agreement.

     99.1   Press Release of United Dominion Realty Trust,  Inc.,  dated January
            29, 1998




* As filed with the Company's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on February 4, 1998.








                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                               UNITED DOMINION REALTY TRUST, INC.
                                         (Registrant)



                               By:      /s/ Katheryn E. Surface
                                        ---------------------------------

                                        Name:  Katheryn E. Surface
                                        Title:   Senior Vice President 
                                                 and General Counsel


Dated:  February 4, 1998








                                  EXHIBIT INDEX



Exhibit No.                  Description
- ------------------------     ---------------------------------------------------

         4.1*                Rights  Agreement,  dated as of  January  27,  1998
                             between  the Company  and  ChaseMellon  Shareholder
                             Services, L.L.C., as Rights Agent

         4.2*                Form of Rights  Certificate,  included as Exhibit A
                             to the Rights Agreement

         99.1                Press  Release  of United  Dominion  Realty  Trust,
                             Inc., dated January 29, 1998



* As filed with the Company's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on February 4, 1998.

EX-99.1

                                                                    Exhibit 99.1



Thursday January 29, 8:35 am Eastern Time

Company Press Release

SOURCE: United Dominion Realty Trust

United Dominion Realty Trust Announces Rights Plan

RICHMOND, Va., Jan. 29 /PRNewswire/ -- United Dominion Realty Trust, Inc. (NYSE:
UDR news)  announced today that its Board of Directors has adopted a Shareholder
Rights  Plan,  which is similar  to other  plans  adopted  by most large  public
companies.  Details of the Plan are contained in a separate  letter that will be
mailed to all  shareholders  of the Company in the near future.  A spokesman for
the Company  indicated that the Plan was not adopted in response to any specific
takeover effort, and the Board is not aware of any such effort.

United  Dominion owns apartment  homes in 224  communities in the Mid- Atlantic,
Southeast and Southwest.

SOURCE: United Dominion Realty Trust