8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2007

UNITED DOMINION REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

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

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (720) 283-6120

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On January 29, 2007, United Dominion Realty Trust, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2006. A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in Exhibit 99.1 is being furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01. Financial Statements and Exhibits.

             (d) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 29, 2007.

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Signatures

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

	UNITED DOMINION REALTY TRUST, INC.
Date: January 29, 2007	/s/ David L. Messenger
	David L. Messenger
	Senior Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 29, 2007.

4

EX-99.1

EXHIBIT 99.1

For details contact:
Larry Thede
Phone (720)283-2450
E-mail: ir@udrt.com
www.udrt.com

PRESS RELEASE

For Immediate Release

UNITED DOMINION REALTY TRUST, INC. ANNOUNCES
FOURTH QUARTER 2006 RESULTS

RICHMOND, VA. (January 29, 2007) United Dominion Realty Trust, Inc. (NYSE: UDR) today reported Funds From Operations (“FFO”) of $63.4 million for the quarter ended December 31, 2006, compared to FFO of $66.1 million for the same period a year ago. The results produced FFO of $0.43 per share (diluted), compared to FFO of $0.44 per share (diluted), for the same period a year ago. For the full year, the Company reported Funds From Operations of $248.2 million, or $1.68 per share (diluted), compared to FFO of $242.0 million, or $1.61 per share (diluted), for the prior year.

“2006 was another strong year for UDR, marked by robust growth in revenue and net operating income and dramatic expansion of our development and redevelopment pipeline,” stated Thomas W. Toomey, President and Chief Executive Officer. “Our full year same store revenue growth of 6.0% and net operating income growth of 8.6% were the highest in over eight years. Our development and redevelopment pipeline expanded to over 15,000 homes with a budgeted cost exceeding $2.2 billion. We also initiated new value creating initiatives across our investment portfolio, strengthened our balance sheet, and added talent to our team. I’m excited about our future and believe that we’ve set the stage for a successful 2007.”

Fourth Quarter Highlights

• Recorded total income per occupied home of $915 per month, the highest level in the Company’s 35-year history.

• Achieved 8.8% same community net operating income growth.

• Accelerated work in its full scope redevelopment program, which includes 4,060 homes after the completion of a 576-home community in Richmond, Virginia.

• Added 560 apartment homes to the current development pipeline, which now totals 2,701 homes.

• Grew the future development pipeline of properties owned by the Company to 3,146 homes, an increase of 991 homes over the prior quarter.

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Portfolio Operating Performance and Same Community Results
Fourth Quarter 2006 vs. Fourth Quarter 2005

													Total Same
	Revenue			Expense			NOI			% of Total			Community
Region	Growth			Growth			Growth			Portfolio(a)			Homes
Western		7.3	%		-4.1	%		13.0	%		30	%		12,933
Mid-Atlantic		4.5	%		1.0	%		6.4	%		28	%		16,535
Southeastern		6.0	%		5.4	%		6.3	%		22	%		15,536
Southwestern		3.7	%		-3.1	%		9.2	%		17	%		14,007
Midwestern		3.5	%		-0.9	%		7.1	%		3	%		2,974
Total		5.4	%		-0.2	%		8.8	%		100	%		61,985

(a) Based on YTD 2006 NOI

During the fourth quarter, 61,985 apartment homes, or 88% of total apartment homes, were classified as same community. The Company defines same community as all multifamily communities owned and stabilized for at least one year as of the beginning of the most recent quarter.

Same Community Results, Quarter/Quarter
($ in thousands, except rents & fees and total income per occupied home)

	4th Qtr '06			4th Qtr '05			% Change
Rent and other income	$	164,063		$	155,659			5.4	%
Concessions		2,511			2,744			-8.5	%
Bad debt		1,038			691			50.2	%
Total Income		160,514			152,224			5.4	%
Expenses		57,271			57,372			-0.2	%
Net operating income		103,243			94,852			8.8	%
Total income per occupied home	$	915		$	862			6.1	%
Rents & fees per occupied home	$	875		$	828			5.7	%
Avg. physical occupancy		94.3	%		95.0	%	-70 bps
Operating margin		64.3	%		62.3	%	200 bps
Resident credit loss, % of effective rent		0.7	%		0.5	%	20 bps

Comparing fourth quarter 2006 to fourth quarter 2005 on a same community basis, 100% of our markets generated positive revenue growth.

2

Same Community Results, Quarter/Sequential Quarter
($ in thousands, except rents & fees and total income per occupied home)

	4th Qtr '06			3rd Qtr '06			% Change
Rent and other income	$	164,063		$	163,400			0.4	%
Concessions		2,511			2,710			-7.3	%
Bad debt		1,038			1,145			-9.3	%
Total Income		160,514			159,545			0.6	%
Expenses		57,271			57,535			-0.5	%
Net operating income		103,243			102,010			1.2	%
Rents & fees per occupied home	$	875		$	868			0.8	%
Total income per occupied home	$	915		$	905			1.1	%
Avg. physical occupancy		94.3	%		94.8	%	-50 bps
Operating margin		64.3	%		63.9	%	40 bps
Resident credit loss, % of effective rent		0.7	%		0.7	%	0 bps

Comparing fourth quarter 2006 to third quarter 2006 on a same community basis, revenue increased by 60 basis points, the ninth consecutive quarter of sequential growth.

Development and Redevelopment Summary; Pipeline Totals 15,129 Homes

At the end of 2006, the Company’s combined development and redevelopment pipeline totaled 15,129 homes with a budgeted cost of $2.3 billion. During the quarter, the Company completed development of 438 homes at a cost of $78.2 million and completed redevelopment of 576 homes at a budgeted cost of $20.9 million.

Additions during the fourth quarter include:

• A joint venture site in the central business district of Bellevue, Washington. This project will include the development of 271 apartment homes, averaging 845 square feet per home, and 48,000 square feet of commercial/retail space. Construction began in the fourth quarter of 2006 and is scheduled for completion in 2008. The Company owns 49% of the project.

• A pre-sale agreement for development of a 289-home community in Dallas, Texas. Construction will begin in the first quarter of 2007.

• 3.5 acres of land for $16.3 million in Glendale, California, to develop 225 apartment homes.

The Company has 4,060 homes in its full scope redevelopment program, representing a total investment of $357 million. The Company has 2,701 homes under development at a budgeted cost of $551 million. The Company’s future development pipeline totals 8,368 homes at a budgeted cost of $1.3 billion. During 2006, the Company completed new development of over 800 homes.

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Full Year Acquisition and Disposition Review

Acquisitions - During 2006, the Company acquired eight apartment communities with 2,763 apartment homes for a total purchase price of $327 million. The acquisitions included 900 homes in California and 305 homes in the Dallas, Uptown/Turtle Creek submarket, as long term holdings. The Company added 546 of the newly acquired homes to its redevelopment pipeline and two communities totaling 1,012 homes, which will be rezoned, to its development pipeline.

In January, the Company closed a joint venture agreement on a recently completed 23-story, 166-apartment home high-rise community in the central business district of Bellevue, Washington. The Company owns 49% of the $58 million project. The homes average 716 square feet and generate average total monthly income of $1,754 per home.

Dispositions - For the full year, the Company sold 24 apartment communities with 7,653 homes for $445 million. The sales included the following:

Location	# of Homes
North Carolina		3,635
Texas		2,078
Memphis, Tennessee		630
Aurora, Colorado		600
Seattle, Washington		518
Mesa, Arizona		192
Total		7,653

The Company exited the Memphis, Tennessee, market and the North Carolina markets of Asheville, Fayetteville and Greensboro during 2006.

During the fourth quarter, the Company sold a 518-apartment home community in Seattle, Washington. The property was acquired in May, 2002 for $36 million and was sold for $58 million, generating an unleveraged IRR of 15%.

In December, the Company sold its wholly owned development in Las Colinas, Texas, for $45 million, realizing an FFO gain of $8.8 million and generating an unleveraged IRR of 15%. The 367-home community was completed in the third quarter of 2006.

In addition to these sales, the Company sold 384 condominiums in its condominium conversion business during 2006 for gross proceeds of $72 million.

Earnings Guidance

The Company believes that financial results for 2007 will be affected by international, national and regional economic trends and events, the acquisition and/or disposition of apartment communities, portfolio repositioning, financing activities, and other factors. The Company’s guidance for first quarter 2007 FFO is $0.36 to $0.41 per share (diluted) and $1.80 to $1.90 per share (diluted) for the full year 2007. All guidance is based on the current expectations and judgment of the Company’s management team.

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A reconciliation of the range provided for projected 2007 FFO per share for the full year to Earnings Per Share (“EPS”) for the full year is as follows:

	2007
Funds From Operations (1)	$	1.80		$	1.90
Conversion to GAAP Share Count (2)		0.10			0.11
Minority Interest of OP Unit Holders (2)		(0.05	)		(0.03	)
Depreciation (3)		(1.63	)		(1.58	)
Gains (3)		0.50			0.70
Preferred Dividends		(0.10	)		(0.10	)
Expected Earnings Per Share	$	0.62		$	1.00

(1) The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (GAAP)), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The Company believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company because it provides investors an understanding of the ability of the Company to incur and service debt and to make capital expenditures. FFO in and of itself does not represent net income or net cash flows from operating activities in accordance with GAAP. Therefore, FFO should not be exclusively considered as an alternative to net income or to net cash flows from operating activities as determined by GAAP or as a measure of liquidity.

(2) Operating Partnership units are not considered to be common stock equivalents for GAAP purposes.

(3) Due to the uncertain timing and extent of property dispositions and acquisitions, actual results could differ materially from expected EPS.

New York City Analyst Day Scheduled for Monday, March 19, 2007

Investors and analysts are invited to join Company management at an analyst day beginning at 1:00 PM on March 19, 2007 at the Grand Hyatt Hotel, 109 East 42nd Street, New York, 10017. Guests are encouraged to register online at the investor relations tab of the Company’s website, www.udrt.com.

Supplemental Information

The Company offers Supplemental Information that provides information regarding the financial position and operating results of the Company. This Supplemental Information is available on the Company’s website at:
http://www.udrt.com/resources/files/Investor_Relations/4Q2006.pdf

Conference Call Information

Date:	January 30, 2007
Time:	1:00 p.m. Eastern Time
To Participate in the Telephone Conference Call:
Domestic: 800-218-0204

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International: 303-262-2140
If you have any questions, please contact:
Gloria Price: 720-283-6132
E-mail: gprice@udrt.com

Conference Call Playback:
Domestic: 800-405-2236
International: 303-590-3000
Passcode: 11078675#
The playback can be accessed through February 6, 2007

Webcast and Podcast:
The conference call will also be available on UDR’s website at www.udrt.com and at www.ccbn.com. To listen to a live broadcast, go to one of these sites at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay and downloadable podcast of the call will also be available for 90 days on UDR’s website and also on CCBN’s website.

About United Dominion Realty Trust, Inc.

United Dominion Realty Trust, Inc. (NYSE:UDR) is a leading multi-family real estate investment trust (REIT) with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of December 31, 2006, UDR owned 70,339 apartment homes and had 936 homes under development and another 571 homes under contract for development in its pre-sale program. For over 30 years, UDR has delivered long-term value to shareholders, the best standard of service to residents, and the highest quality experience for associates. An S&P 400 company, UDR is the fourth largest apartment REIT in the nation. Additional information can be found on the Company’s website at www.udrt.com.

Statements contained in this press release, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the Company’s use of words such as, “expects,” “plans,” “estimates,” “projects,” “intends,” “believes,” and similar expressions that do not relate to historical matters. Such forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, delays in completing developments and lease-ups on schedule, difficulties in selling existing apartment communities, and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time including the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof. The Company assumes no obligation to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized.

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Attachment 1

UDR | United Dominion Realty Trust
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
In thousands, except per share amounts	2006			2005			2006			2005
Rental income	$	180,757		$	162,203		$	694,473		$	621,904
Rental expenses:
Real estate taxes and insurance		21,434			19,319			83,527			74,510
Personnel		17,755			15,956			67,928			62,674
Utilities		10,053			9,902			39,821			36,494
Repair and maintenance		10,567			7,874			40,942			36,595
Administrative and marketing		5,557			5,588			21,348			21,463
Property management		5,054			4,881			20,265			19,309
Other operating expenses		331			308			1,238			1,178
		70,751			63,828			275,069			252,223
Non-property income:
Sale of technology investment		—			—			796			12,306
Sale of unconsolidated joint venture		—			3,823			—			3,823
Other income		437			1,559			2,789			4,535
		437			5,382			3,585			20,664
Other expenses:
Real estate depreciation and amortization		63,782			52,011			235,873			193,517
Interest		44,316			43,457			182,285			162,773
General and administrative		10,216			7,997			31,198			24,819
Loss on early debt retirement		—			—			—			6,662
Other depreciation and amortization		758			687			3,009			2,655
		119,072			104,152			452,365			390,426
Loss before minority interests and discontinued operations		(8,629	)		(395	)		(29,376	)		(81	)
Minority interests of outside partnerships		(16	)		(18	)		(103	)		(108	)
Minority interests of unitholders in operating partnerships		700			229			2,722			918
Loss before discontinued operations, net of minority interests		(7,945	)		(184	)		(26,757	)		729
Income from discontinued operations, net of minority interests (A)		33,654			72,832			156,012			154,437
Net income		25,709			72,648			129,255			155,166
Distributions to preferred stockholders — Series B		(2,911	)		(2,911	)		(11,644	)		(11,644	)
Distributions to preferred stockholders — Series E (Convertible)		(931	)		(931	)		(3,726	)		(3,726	)
Net income available to common stockholders	$	21,867		$	68,806		$	113,885		$	139,796
Earnings per weighted average common share — basic and diluted:
Loss from continuing operations available to common stockholders, net of minority interests	$	(0.09	)	$	(0.03	)	$	(0.32	)	$	(0.11	)
Income from discontinued operations, net of minority interests	$	0.25		$	0.54		$	1.17		$	1.14
Net income available to common stockholders	$	0.16		$	0.51		$	0.85		$	1.03
Common distributions declared per share	$	0.3125		$	0.3000		$	1.2500		$	1.2000
Weighted average number of common shares outstanding — basic		133,931			135,875			133,732			136,143
Weighted average number of common shares outstanding — diluted		133,931			135,875			133,732			136,143

(A) Discontinued operations represents all properties sold since January 1, 2005 and properties that are currently classified as held for disposition at December 31, 2006. Gains on sales are included in discontinued operations.

Attachment 2

UDR | United Dominion Realty Trust
Funds From Operations
(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
In thousands, except per share amounts	2006			2005			2006			2005
Net income	$	25,709		$	72,648		$	129,255		$	155,166
Adjustments:
Distributions to preferred stockholders		(3,842	)		(3,842	)		(15,370	)		(15,370	)
Real estate depreciation and amortization		63,782			52,011			235,873			193,517
Minority interests of unitholders in operating partnerships		(700	)		(229	)		(2,722	)		(918	)
Real estate depreciation related to unconsolidated entities		—			91			—			311
Discontinued Operations:
Real estate depreciation		—			3,966			7,366			18,907
Minority interests		2,175			4,550			10,082			9,648
Net gains on the sale of land and depreciable property		(34,117	)		(73,068	)		(148,614	)		(139,724	)
Net incremental gains on the sale of condominium homes and assets developed for sale		9,493			9,067			28,601			16,717
Funds from operations (“FFO”) — basic	$	62,500		$	65,194		$	244,471		$	238,254
Distribution to preferred stockholders — Series E (Convertible)		931			931			3,726			3,726
Funds from operations — diluted	$	63,431		$	66,125		$	248,197		$	241,980
Weighted average number of common shares and OP Units outstanding — basic		142,489			144,528			142,426			144,689
Weighted average number of common shares, OP Units, and common stock equivalents outstanding — diluted		149,016			149,927			147,981			150,141
FFO per common share — basic	$	0.44		$	0.45		$	1.72		$	1.65
FFO per common share — diluted	$	0.43		$	0.44		$	1.68		$	1.61

FFO is defined as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. This definition conforms with the National Association of Real Estate Investment Trust’s definition issued in April 2002. United Dominion considers FFO in evaluating property acquisitions and its operating performance and believes that FFO should be considered along with, but not as an alternative to, net income and cash flows as a measure of United Dominion’s activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs.

Net incremental gains on the sale of condominium homes and the gains on the disposition of real estate developed for sale are defined as net sales proceeds less a tax provision (based on our annual estimated tax liability which could differ from amounts recorded per GAAP) and the gross investment basis of the asset before accumulated depreciation. We consider FFO with the net incremental gains on the sale of condominium homes to be a meaningful supplemental measure of performance because the short-term use of funds produce a profit which differs from the traditional long-term investment in real estate for REITs.

Attachment 3

UDR | United Dominion Realty Trust
Consolidated Balance Sheets
(Unaudited)

	December 31,			December 31,
In thousands, except share and per share amounts	2006			2005
ASSETS
Real estate owned:
Real estate held for investment	$	5,544,745		$	4,931,085
Less: accumulated depreciation		(1,238,192	)		(1,000,109	)
		4,306,553			3,930,976
Real estate under development
(net of accumulated depreciation of $77 and $140)		180,681			90,769
Real estate held for disposition
(net of accumulated depreciation of $14,808 and $123,580)		56,151			366,850
Total real estate owned, net of accumulated depreciation		4,543,385			4,388,595
Cash and cash equivalents		7,639			15,543
Restricted cash		5,602			4,583
Deferred financing costs, net		35,160			31,036
Notes receivable		16,350			64,805
Other assets		41,418			33,727
Other assets — real estate held for disposition		12,952			3,304
Total assets	$	4,662,506		$	4,541,593
LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured debt	$	1,182,919		$	1,062,526
Secured debt — real estate held for disposition		—			53,733
Unsecured debt		2,155,866			2,043,518
Real estate taxes payable		25,557			22,413
Accrued interest payable		34,347			26,672
Security deposits and prepaid rent		25,249			24,046
Distributions payable		46,936			45,313
Accounts payable, accrued expenses, and other liabilities		52,034			53,162
Other liabilities — real estate held for disposition		6,035			18,667
Total liabilities		3,528,943			3,350,050
Minority interests		77,658			83,819
Stockholders’ equity
Preferred stock, no par value; 50,000,000 shares authorized
5,416,009 shares of 8.60% Series B Cumulative Redeemable issued and outstanding (5,416,009 shares in 2005)		135,400			135,400
2,803,812 shares of 8.00% Series E Cumulative Convertible issued and outstanding (2,803,812 shares in 2005)		46,571			46,571
Common stock, $0.01 par value; 250,000,000 shares authorized 135,029,126 shares issued and outstanding (134,012,053 shares in 2005)		1,350			1,340
Additional paid-in capital		1,682,809			1,680,115
Distributions in excess of net income		(810,225	)		(755,702	)
Total stockholders’ equity		1,055,905			1,107,724
Total liabilities and stockholders’ equity	$	4,662,506		$	4,541,593