Form 8-K/A
               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)

                         AMENDMENT NO. 1

     The undersigned registrant hereby amends the following items of its
Current Report on Form 8-K dated December 22, 1993 as set forth in the pages
attached hereto.



Item 2.  Acquisition or Disposition of Assets.

     The acquisition of Beechwood Apartments in Greensboro, North Carolina on
December 22, 1993 was inadvertently omitted.

                               SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   UNITED DOMINION REALTY TRUST, INC.
                                             (Registrant)



                                   /s/  Jerry A. Davis
                                   Jerry A. Davis
                                   Vice President
                                   Corporate Controller


Date:  January 20, 1994



ITEM 2.  Acquisition or Disposition of Assets

      On May 20, 1993, the registrant, United Dominion Realty Trust, Inc. (the
"Trust"), acquired an apartment property from St. Andrews Commons Associates
Limited Partnership, a Massachusetts limited partnership.  Following this
transaction, the Trust's acquisitions for 1993 were "significant" in the
aggregate.  The related Form 8-K was filed with the Commission on June 3,
1993 and subsequently amended by Form 8-K/A dated July 29, 1993.    On
September 28, 1993, the Trust acquired PineBrook Apartments in a foreclosure
sale.  As a result of this transaction, the Trust's unaudited acquisitions in
1993 were again "significant" in the aggregate.  The related 8-K was filed
with the Commission on October 7, 1993 and was subsequently amended by Form
8-K/A on December 2, 1993.  In compliance with Rule 3-14 of Regulation S-X,
operating statement audits were performed on seven of the properties acquired
as of September 30, 1993.  The total acquisition cost of the audited
properties was $45.5 million.  On December 8, 1993, the Trust acquired The
Village at Old Tampa Bay Apartments from Old Tampa Village, Inc., an
affiliate of Citicorp North America, Inc.  As a result of this transaction,
the Trust's unaudited acquisitions in 1993 were once again "significant" in
the aggregate.

      A brief summary of each of the Trust's 1993 acquisitions to date is set
forth below.  Each property was acquired from an unrelated seller for
consideration agreed upon through arm's length bargaining.  Unless stated
otherwise, to the extent that cash was utilized to complete an acquisition,
the source of that cash was the proceeds from a $52 million private placement
of senior unsecured notes in February, 1993, the proceeds from a July, 1993
common stock offering that netted approximately $78 million, and/or bank line
borrowings.

      On January 28, 1993, the Trust acquired two apartment properties,
Foxcroft and Orange Orlando, from the John Hancock Mutual Life Insurance
Company, in a single transaction for $8.1 million, including all closing
costs, all cash.  Foxcroft, located in Tampa, Florida, is a 192 unit garden
complex located on 9 acres, built in 1972.  Orange Orlando in Orlando,
Florida, is a 165 unit garden and townhouse complex located on 14 acres,
built in 1972.

      On February 19, 1993, the Trust acquired Hampton Court Apartments, in
Alexandria, Virginia, from the Resolution Trust Corporation for $12.2
million, including closing costs, all cash.  Hampton Court is a 308 unit
garden community located on 13 acres built in 1967 and remodeled in 1990.

      On March 31, 1993, the Trust acquired Dover Village Apartments, in
Orlando, Florida, from Century Properties Fund XVIII, a California Limited
Partnership for $9.4 million, including closing costs, all cash.  Dover
Village is a 296 unit garden and townhouse apartment community located on 30
acres, built in 1981.

      On May 20, 1993, the Trust purchased the St. Andrews Commons Apartments,
in Columbia, South Carolina, from St. Andrews Commons Associates Limited
Partnership, an affiliate of the John M. Corcoran Company in East Milton
(Boston), Massachusetts.  The total cost of the acquisition, excluding
closing costs, was $10.8 million, all cash.  St. Andrews Commons is a 336
unit garden apartment community located on 25 acres, built in 1986.

      On June 30, 1993, the Trust acquired Parkwood Terrace Apartments, in
Alexandria, Virginia from Parkwood Terrace Limited Partnership, a Virginia
limited partnership for $6.3 million, including closing costs, all cash. 
Parkwood Terrace is a 189 unit garden apartment community located on 5.5
acres, built in 1964.

      On July 1, 1993, the Trust acquired Forestbrook Apartments, in Columbia,
South Carolina, from Stanley E. Stern, Steven J. Kule, Simha Stern and Tsipi
Teijhner as Tenants-in-Common, individuals who had foreclosed on the property
in 1992.  The property was purchased for $3.3 million, including closing
costs, all cash.  Forestbrook is a 180 unit garden apartment community
located on 12 acres, built in 1974.

      On July 8, 1993, the Trust acquired Courtney Square Apartments, in
Raleigh, North Carolina, from Courtney Holdings, L.P., an affiliate of
Cunningham Capitol Corporation in Gilroy, California, for $6.2 million,
including closing costs, all cash.  Courtney Square is a 200 unit garden and
townhouse apartment community located on 23 acres, built in two phases in
1979 and 1981.

      On September 15, 1993, the Trust purchased The Lakes Apartments, in
Nashville, Tennessee, from The Lakes Apartments Associates, an affiliate of
      Levow, Engel and Coons of Birmingham, Alabama at a cost of $7.3 million,
including closing costs, all cash.  The Lakes is a 256 unit garden apartment
community located on 21 acres, built in 1986.  The purchase also includes an
additional 23 acres of land for an additional phase of the property.

      On September 24, 1993, the Trust acquired Lake Washington Downs
Apartments, in Melbourne, Florida, from Wickham Downs, Ltd., of Dallas,
Texas, for $6.4 million, including closing costs, all cash.  Lake Washington
Downs is a 312 unit garden apartment community located on 42 acres, built in
1984.

      On September 28, 1993, the Trust acquired PineBrook Apartments, in
Clearwater, Florida, in a foreclosure sale for $4.2 million, excluding
closing costs, all cash.  PineBrook is a 209 unit garden apartment community
located on 17 acres, built in 1972.

      On September 30, 1993, the Trust acquired Heatherwood Apartments, in
Greenville, South Carolina, from Jacques-Miller Realty Partners, L.P., a
Delaware limited partnership, for $3.6 million,  including closing costs, all
cash.  Heatherwood is a 152 unit garden apartment community located on 13
acres, built in 1978.

      On December 8, 1993, the Trust acquired The Village at Old Tampa Bay
Apartments, in Oldsmar, Florida, from Old Tampa Village, Inc., an affiliate
of Citicorp North America, Inc., for $12.5 million, including closing costs,
all cash.  The Village at Old Tampa Bay is a 408 unit garden and townhouse
apartment community located on 55 acres, built in 1986.

      On December 10, 1993, the Trust acquired Harbour Town Apartments, in
Nashville, Tennessee, from Harbour Town, Limited Partnership of Nashville,
for $4.1 million, including closing costs, all cash.  Harbour Town is a 185
unit garden and townhouse apartment community located on 16 acres, built in
1974.

      On December 14 1993, the Trust acquired Peppertree Apartments, in
Charlotte, North Carolina, from the Prudential Insurance Company of America,
for $9.2 million, including closing costs, all cash.  Peppertree is a 292
unit garden and townhouse apartment community located on 15 acres, built in
1986 and 1987.  

      On December 22, 1993, the Trust acquired Beechwood Apartments, in
Greensboro, North Carolina, from Wellsford Residential Property Trust, a New
York Real Estate Investment Trust, for $7.5 million, including closing costs,
all cash, Beechwood is a 208 unit garden apartment community located on 21
acres, built in 1985.