10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to

Commission file number 1-10524

United Dominion Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	54-0857512
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

1745 Shea Center Drive, Suite 200,

Highlands Ranch, Colorado 80129

(Address of principal executive offices)(zip code)

(720) 283-6120

(Registrant’s telephone number, including area code)

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

          Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ          No o

          The number of shares of the issuer’s common stock, $1 par value, outstanding as of May 2, 2005 was 136,939,490.

UNITED DOMINION REALTY TRUST, INC.

FORM 10-Q

INDEX

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)		2
	Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004		2
	Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004		3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004		4
	Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2005		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		26
Item 4.	Controls and Procedures		26
PART II — OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 6.	Exhibits		27
	Signatures		28
Medium-Term Note
Computation of Ratio of Earnings to Fixed Charges
Certification of CEO
Certification of CFO
Certification of CEO
Certification of CFO

1

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

(Unaudited)

			March 31,			December 31,
			2005			2004
ASSETS
Real estate owned:
	Real estate held for investment		$	5,167,321		$	5,027,892
		Less: accumulated depreciation		(1,021,170	)		(978,159	)
				4,146,151			4,049,733
	Real estate under development			74,859			64,921
	Real estate held for disposition (net of accumulated depreciation of $10,328 and $29,728)			58,655			120,755
	Total real estate owned, net of accumulated depreciation			4,279,665			4,235,409
Cash and cash equivalents				1,661			7,904
Restricted cash				5,921			6,086
Deferred financing costs, net				23,463			25,151
Investment in unconsolidated development joint venture				436			458
Funds held in escrow from 1031 exchanges pending the acquisition of real estate				—			17,039
Note receivable				5,000			5,000
Other assets				36,590			34,347
Other assets — real estate held for disposition				1,280			607
	Total assets		$	4,354,016		$	4,332,001
LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured debt			$	1,088,451		$	1,197,924
Unsecured debt				1,852,663			1,682,058
Real estate taxes payable				19,330			31,377
Accrued interest payable				24,736			18,773
Security deposits and prepaid rent				26,306			25,168
Distributions payable				45,800			44,624
Accounts payable, accrued expenses, and other liabilities				46,945			50,217
Other liabilities — real estate held for disposition				1,115			2,816
	Total liabilities			3,105,346			3,052,957
Minority interests				79,942			83,593
Stockholders’ equity:
	Preferred stock, no par value; 50,000,000 shares authorized;
		5,416,009 shares 8.60% Series B Cumulative Redeemable issued and outstanding (5,416,009 in 2004)		135,400			135,400
		2,803,812 shares 8.00% Series E Cumulative Convertible issued and outstanding (2,803,812 in 2004)		46,571			46,571
	Common stock, $1 par value; 250,000,000 shares authorized; 136,940,069 shares issued and outstanding (136,429,592 in 2004)			136,940			136,430
	Additional paid-in capital			1,625,479			1,614,916
	Distributions in excess of net income			(761,905	)		(731,808	)
	Deferred compensation — unearned restricted stock awards			(13,757	)		(6,058	)
		Total stockholders’ equity		1,168,728			1,195,451
	Total liabilities and stockholders’ equity		$	4,354,016		$	4,332,001

See accompanying notes to consolidated financial statements.

2

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

			Three Months Ended
			March 31,
			2005			2004
REVENUES
	Rental income		$	171,331		$	143,231
	Non-property income:
		Sale of technology investment		12,306			—
		Other income		668			395
				12,974			395
		Total revenues		184,305			143,626
EXPENSES
	Rental expenses:
		Real estate taxes and insurance		20,864			17,675
		Personnel		17,536			14,950
		Utilities		10,363			9,254
		Repair and maintenance		10,687			8,486
		Administrative and marketing		6,080			5,020
		Property management		4,813			4,361
		Other operating expenses		290			270
	Real estate depreciation and amortization			51,715			39,111
	Interest			39,160			28,913
	General and administrative			7,000			4,754
	Loss on early debt retirement			8,464			5
	Other depreciation and amortization			671			909
		Total expenses		177,643			133,708
Income before minority interests and discontinued operations				6,662			9,918
Minority interests of outside partnerships				(58	)		(64	)
Minority interests of unitholders in operating partnerships				(162	)		(209	)
Income before discontinued operations, net of minority interests				6,442			9,645
Income from discontinued operations, net of minority interests				8,499			5,667
Net income				14,941			15,312
Distributions to preferred stockholders — Series B				(2,911	)		(2,911	)
Distributions to preferred stockholders — Series D (Convertible)				—			(1,036	)
Distributions to preferred stockholders — Series E (Convertible)				(931	)		(1,138	)
Premium on preferred stock conversions				—			(1,562	)
Net income available to common stockholders			$	11,099		$	8,665
Earnings per weighted average common share — basic and diluted:
	Income from continuing operations available to common stockholders, net of minority interests		$	0.02		$	0.02
	Income from discontinued operations, net of minority interests		$	0.06		$	0.05
	Net income available to common stockholders		$	0.08		$	0.07
Common distributions declared per share			$	0.3000		$	0.2925
Weighted average number of common shares outstanding — basic				136,067			126,984
Weighted average number of common shares outstanding — diluted				137,073			127,953

See accompanying notes to consolidated financial statements.

3

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except for share data)

(Unaudited)

				Three Months Ended
				March 31,
				2005			2004
Operating Activities
	Net income			$	14,941		$	15,312
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			52,390			43,859
		Net gains on sales of land and depreciable property			(7,023	)		(1,205	)
		Minority interests			749			670
		Amortization of deferred financing costs and other			2,330			1,864
		Changes in operating assets and liabilities:
			Increase in operating assets		(2,715	)		(4,904	)
			Decrease in operating liabilities		(10,302	)		(17,341	)
Net cash provided by operating activities					50,370			38,255
Investing Activities
	Proceeds from sales of real estate investments, net				70,451			12,032
	Acquisition of real estate assets (net of liabilities assumed) and initial capital expenditures				(122,986	)		(72,127	)
	Development of real estate assets				(9,836	)		(2,354	)
	Capital expenditures and other major improvements — real estate assets, net of escrow reimbursement				(25,084	)		(12,938	)
	Capital expenditures — non-real estate assets				(812	)		(1,317	)
	Decrease in funds held in escrow from 1031 exchanges pending the acquisition of real estate				17,039			1,867
Net cash used in investing activities					(71,228	)		(74,837	)
Financing Activities
	Scheduled principal payments on secured debt				(5,687	)		(37,508	)
	Proceeds from the issuance of unsecured debt				105,152			192,795
	Payments on secured debt				(108,952	)		(46,585	)
	Net proceeds/(repayment) of revolving bank debt				70,700			(32,800	)
	Payment of financing costs				(685	)		(1,095	)
	Proceeds from the issuance of common stock				1,031			2,946
	Proceeds from the repayment of officer loans				—			249
	Proceeds from the issuance of performance shares				—			80
	Distributions paid to minority interests				(3,082	)		(2,965	)
	Distributions paid to preferred stockholders				(3,842	)		(5,067	)
	Distributions paid to common stockholders				(40,020	)		(36,319	)
Net cash provided by financing activities					14,615			33,731
Net decrease in cash and cash equivalents					(6,243	)		(2,851	)
Cash and cash equivalents, beginning of period					7,904			4,824
Cash and cash equivalents, end of period				$	1,661		$	1,973
Supplemental Information:
	Interest paid during the period			$	39,787		$	22,414
	Non-cash transactions:
		Conversion of operating partnership minority interests to common stock (84,380 shares in 2005 and 81,021 shares in 2004)			1,317			618
		Issuance of restricted stock awards			8,725			2,746
		Cancellation of a note receivable with the acquisition of a property			—			8,000
		Secured debt assumed with the acquisition of a property			—			28,000

See accompanying notes to consolidated financial statements.

4

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

																Deferred
																Compensation —
			Preferred Stock				Common Stock						Distributions			Unearned
											Paid-in		in Excess of			Restricted
			Shares		Amount		Shares		Amount		Capital		Net Income			Stock Awards			Total
Balance, December 31, 2004				8,219,821	$	181,971		136,429,592	$	136,430	$	1,614,916	$	(731,808	)	$	(6,058	)	$	1,195,451
Comprehensive Income
	Net income													14,941						14,941
	Other comprehensive income:
		Unrealized gain on derivative financial instruments																		—
	Comprehensive income													14,941						14,941
	Issuance of common shares to employees, officers, and director-stockholders							40,966		41		318								359
	Issuance of common shares through dividend reinvestment and stock purchase plan							30,296		30		642								672
	Issuance of restricted stock awards							354,835		355		8,370					(8,725	)		—
	Adjustment for conversion of minority interests of unitholders in operating partnerships							84,380		84		1,233								1,317
	Common stock distributions declared ($0.3000 per share)													(41,196	)					(41,196	)
	Preferred stock distributions declared-Series B ($0.5375 per share)													(2,911	)					(2,911	)
	Preferred stock distributions declared-Series E ($0.3322 per share)													(931	)					(931	)
	Amortization of deferred compensation																1,026			1,026
Balance, March 31, 2005				8,219,821	$	181,971		136,940,069	$	136,940	$	1,625,479	$	(761,905	)	$	(13,757	)	$	1,168,728

See accompanying notes to consolidated financial statements.

5

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2005

(UNAUDITED)

1. CONSOLIDATION AND BASIS OF PRESENTATION

      United Dominion Realty Trust, Inc. is a self-administered real estate investment trust, or REIT, that owns acquires, renovates, develops, and manages middle-market apartment communities nationwide. The accompanying consolidated financial statements include the accounts of United Dominion and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership”), and Heritage Communities L.P. (the “Heritage OP”) (collectively, “United Dominion”). As of March 31, 2005, there were 166,061,749 units in the Operating Partnership outstanding, of which 156,107,518 units or 94.0% were owned by United Dominion and 9,954,231 units or 6.0% were owned by limited partners (of which 1,791,329 and 0 are owned by the holders of the Series A OPPS and the Series B OPPS, respectively, see Notes 6 and 9). As of March 31, 2005, there were 5,542,200 units in the Heritage OP outstanding, of which 5,201,355 units or 93.9% were owned by United Dominion and 340,845 units or 6.1% were owned by limited partners. The consolidated financial statements of United Dominion include the minority interests of the unitholders in the Operating Partnership and the Heritage OP. All significant intercompany accounts and transactions have been eliminated in consolidation.

      The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The accompanying consolidated financial statements should be read in conjunction with the audited financial statements and related notes appearing in United Dominion’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 15, 2005.

      In the opinion of management, the consolidated financial statements reflect all adjustments which are necessary for the fair presentation of financial position at March 31, 2005 and results of operations for the interim periods ended March 31, 2005 and 2004. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year.

      The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. Certain previously reported amounts have been reclassified to conform to the current financial statement presentation.

6

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2. REAL ESTATE HELD FOR INVESTMENT

      At March 31, 2005, there are 262 communities with 76,935 apartment homes classified as real estate held for investment. The following table summarizes the components of real estate held for investment (dollars in thousands):

	March 31,			December 31,
	2005			2004
Land and land improvements	$	1,255,210		$	1,194,097
Buildings and improvements		3,675,161			3,602,476
Furniture, fixtures, and equipment		236,950			231,319
Real estate held for investment		5,167,321			5,027,892
Accumulated depreciation		(1,021,170	)		(978,159	)
Real estate held for investment, net	$	4,146,151		$	4,049,733

3. INCOME FROM DISCONTINUED OPERATIONS

      FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (FAS 144) requires, among other things, that the primary assets and liabilities and the results of operations of United Dominion’s real properties which have been sold subsequent to January 1, 2002, or are held for disposition subsequent to January 1, 2002, be classified as discontinued operations and segregated in United Dominion’s Consolidated Statements of Operations and Balance Sheets. Properties classified as real estate held for disposition generally represent properties that are under contract for sale and are expected to close within the next twelve months.

      For purposes of these financial statements, FAS 144 results in the presentation of the primary assets and liabilities and the net operating results of those properties sold or classified as held for disposition through March 31, 2005, as discontinued operations for all periods presented. The adoption of FAS 144 does not have an impact on net income available to common stockholders. FAS 144 only results in the reclassification of the operating results of all properties sold or classified as held for disposition through March 31, 2005, within the Consolidated Statements of Operations for the quarters ended March 31, 2005 and 2004, and the reclassification of the assets and liabilities within the Consolidated Balance Sheets for 2005 and 2004.

      For the three months ended March 31, 2005, United Dominion sold 10 communities with 1,855 apartment homes and 11 townhomes from a community of 36 townhomes. We recognized gains for financial reporting purposes of $7.0 million on these sales. At March 31, 2005, United Dominion had one community with a total of 768 apartment homes and a net book value of $53.3 million, one commercial property with a net book value of $1.1 million, one parcel of land with a net book value of $4.0 million, and one townhome from a community of 36 townhomes with a net book value of $0.3 million included in real estate held for disposition. For the year ended December 31, 2004, United Dominion sold 19 communities with a total of 5,425 apartment homes, 24 townhomes from a community of 36 townhomes, and one parcel of land. The results of operations for these properties and the interest expense associated with the secured debt on these properties are classified on the Consolidated Statements of Operations in the line item entitled “Income from discontinued operations, net of minority interests.”

7

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following is a summary of income from discontinued operations for the three months ended March 31, (dollars in thousands):

	Three Months Ended
	March 31,
	2005			2004
Rental income	$	3,704		$	15,349
Non-property income		8			—
		3,712			15,349
Rental expenses		1,703			6,652
Real estate depreciation		4			3,800
Other expenses		—			38
		1,707			10,490
Income before gain on sale of depreciable property and minority interests		2,005			4,859
Net gain on sale of depreciable property		7,023			1,205
Income before minority interests		9,028			6,064
Minority interests on income from discontinued operations		(529	)		(397	)
Income from discontinued operations, net of minority interests	$	8,499		$	5,667

4. SECURED DEBT

      Secured debt on continuing and discontinued operations, which encumbers $1.8 billion or 33.8% of United Dominion’s real estate owned based upon book value ($3.5 billion or 66.2% of United Dominion’s real estate owned is unencumbered) consists of the following as of March 31, 2005 (dollars in thousands):

					Weighted					Number of
	Principal Outstanding				Average			Weighted Average		Communities
					Interest Rate			Years to Maturity		Encumbered
	March 31,		December 31,
	2005		2004		2005			2005		2005
Fixed Rate Debt
Mortgage notes payable	$	351,295	$	428,223		5.49	%		6.0		14
Tax-exempt secured notes payable		26,705		39,160		5.85	%		19.8		3
Fannie Mae credit facilities		288,875		288,875		6.40	%		5.9		9
Total fixed rate secured debt		666,875		756,258		5.90	%		6.5		26
Variable Rate Debt
Mortgage notes payable		46,337		45,758		3.66	%		7.1		4
Tax-exempt secured note payable		7,770		7,770		2.01	%		23.3		1
Fannie Mae credit facilities		367,469		367,469		3.39	%		7.5		47
Freddie Mac credit facility		—		20,669		n/a			n/a		n/a
Total variable rate secured debt		421,576		441,666		3.39	%		7.7		52
Total secured debt	$	1,088,451	$	1,197,924		4.93	%		7.0		78

8

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Approximate principal payments due during each of the next five calendar years and thereafter, as of March 31, 2005, are as follows (dollars in thousands):

					Total
	Fixed Rate		Variable Rate		Secured
Year	Maturities		Maturities		Maturities
2005	$	20,481	$	1,403	$	21,884
2006		33,537		5,557		39,094
2007		81,190		1,947		83,137
2008		8,851		15		8,866
2009		4,174		—		4,174
Thereafter		518,642		412,654		931,296
	$	666,875	$	421,576	$	1,088,451

      During the three months ended March 31, 2005, we prepaid approximately $110 million of secured debt. In conjunction with these prepayments, we incurred prepayment penalties of $8.5 million that are reflected on the Consolidated Statements of Operations as “Loss on early debt retirement.” These penalties were funded by the proceeds from the sale of our technology investment of $12.3 million.

9

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. UNSECURED DEBT

      A summary of unsecured debt as of March 31, 2005 and December 31, 2004 is as follows (dollars in thousands):

		2005		2004
Commercial Banks
	Borrowings outstanding under an unsecured credit facility due March 2006(a)	$	348,800	$	278,100
Senior Unsecured Notes — Other
	7.73% Medium-Term Notes due April 2005		21,100		21,100
	7.02% Medium-Term Notes due November 2005		49,760		49,760
	Verano Construction Loan due February 2006		24,820		24,820
	7.95% Medium-Term Notes due July 2006		85,374		85,374
	7.07% Medium-Term Notes due November 2006		25,000		25,000
	7.25% Notes due January 2007		92,255		92,255
	4.30% Medium-Term Notes due July 2007		75,000		75,000
	4.50% Medium-Term Notes due March 2008		200,000		200,000
	ABAG Tax-Exempt Bonds due August 2008		46,700		46,700
	8.50% Monthly Income Notes due November 2008		29,081		29,081
	4.25% Medium-Term Notes due January 2009		50,000		50,000
	6.50% Notes due June 2009		200,000		200,000
	3.90% Medium-Term Notes due March 2010		50,000		50,000
	5.00% Medium-Term Notes due January 2012		100,000		100,000
	5.13% Medium-Term Notes due January 2014		200,000		200,000
	5.25% Medium-Term Notes due January 2015		200,000		100,000
	8.50% Debentures due September 2024		54,118		54,118
	Other(b)		655		750
			1,503,863		1,403,958
	Total Unsecured Debt	$	1,852,663	$	1,682,058

(a)	United Dominion has a three-year $500 million unsecured revolving credit facility. If United Dominion receives commitments from additional lenders or if the initial lenders increase their commitments, United Dominion will be able to increase the credit facility to $650 million. At United Dominion’s option, the credit facility can be extended for one year to March 2007.
(b)	Represents deferred gains from the termination of interest rate risk management agreements.

6. EARNINGS PER SHARE

      Basic earnings per common share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed based upon common shares outstanding plus the effect of dilutive stock options and other potentially dilutive common stock equivalents. The dilutive effect of stock options and other potentially dilutive common stock equivalents is determined using the treasury stock method based on United Dominion’s average stock price.

10

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, (dollars in thousands, except per share data):

		2005			2004
Numerator for basic and diluted earnings per share-
	Net income available to common stockholders	$	11,099		$	8,665
Denominator:
Denominator for basic earnings per share-
	Weighted average common shares outstanding		136,913			127,521
	Non-vested restricted stock awards		(846	)		(537	)
			136,067			126,984
Effect of dilutive securities:
Employee stock options and non-vested restricted stock awards			1,006			969
Denominator for diluted earnings per share			137,073			127,953
Basic and diluted earnings per share		$	0.08		$	0.07

      The effect of the conversion of the operating partnership units, Series A Out-Performance Partnership Units, and convertible preferred stock is not dilutive and is therefore not included as a dilutive security in the earnings per share computation. The weighted average effect of the conversion of the operating partnership units for the three months ended March 31, 2005 and 2004 was 8,518,057 shares and 8,916,952 shares, respectively. The weighted average effect of the conversion of the Series A Out-Performance Partnership Units for the three months ended March 31, 2005 and 2004 was 1,791,329 shares. The weighted average effect of the conversion of the convertible preferred stock for the three months ended March 31, 2005 and 2004 was 2,803,812 shares and 6,502,140 shares, respectively.

7. STOCK-BASED COMPENSATION

      United Dominion adopted the fair-value-based method of accounting for share-based payments effective January 1, 2004 using the prospective method described in FASB Statement No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Currently, United Dominion uses the Black-Scholes-Merton formula to estimate the value of stock options granted to employees and will continue to use this acceptable option valuation model upon the required adoption of Statement 123R on January 1, 2006. Because Statement 123R must be applied not only to new awards but to previously granted awards that are not fully vested on the effective date, and because United Dominion adopted Statement 123 using the prospective transition method (which applied only to awards granted, modified or settled after the adoption date), compensation cost for some previously granted awards that were not recognized under Statement 123 will be recognized under Statement 123R. However, had United Dominion adopted Statement 123R in prior periods, the impact of the standard would have approximated the impact of Statement 123.

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UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table illustrates the unaudited effect on net income available to common stockholders and earnings per share if the fair value based method had been applied to all outstanding and unvested share options for the three months ended March 31, (dollars in thousands, except per share data):

			2005			2004
Reported net income available to common stockholders			$	11,099		$	8,665
		Stock-based employee compensation cost included in net income		1,026			825
		Stock-based employee compensation cost that would have been included in net income under the fair value method		(1,029	)		(876	)
Adjusted net income available to common stockholders			$	11,096		$	8,614
Earnings per common share — basic and diluted
	As reported		$	0.08		$	0.07
	Pro forma		$	0.08		$	0.07

8. COMPREHENSIVE INCOME

      Total comprehensive income for the three months ended March 31, 2005 and 2004, was $14.9 million and $16.2 million, respectively. The difference between net income and total comprehensive income is primarily due to the fair value accounting for interest rate swaps.

9. COMMITMENTS AND CONTINGENCIES

Commitments

      United Dominion is committed to completing its real estate under development, which has an estimated cost to complete of $55.2 million at March 31, 2005.

Contingencies

Series B Out-Performance Program

      In May 2003, the stockholders of United Dominion approved the Series B Out-Performance Program (the “Series B Program”) pursuant to which certain executive officers of United Dominion (the “Participants”) were given the opportunity to invest indirectly in United Dominion by purchasing interests in a limited liability company (the “Series B LLC”), the only asset of which is a special class of partnership units of United Dominion Realty, L.P. (“Series B Out-Performance Partnership Shares” or “Series B OPPSs”). The purchase price for the Series B OPPSs was determined by United Dominion’s board of directors to be $1 million, assuming 100% participation, and was based upon the advice of an independent valuation expert. The Series B Program will measure the cumulative total return on our common stock over the 24-month period from June 1, 2003 to May 31, 2005.

      The Series B Program is designed to provide participants with the possibility of substantial returns on their investment if the total cumulative return on United Dominion’s common stock, as measured by the cumulative amount of dividends paid plus share price appreciation during the measurement period (a) exceeds the cumulative total return of the Morgan Stanley REIT Index peer group index over the same period; and (b) is at least the equivalent of a 22% total return, or 11% annualized.

      At the conclusion of the measurement period, if United Dominion’s total cumulative return satisfies these criteria, the Series B LLC as holder of the Series B OPPSs will receive (for the indirect benefit of the Participants as holders of interests in the Series B LLC) distributions and allocations of income and

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UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

loss from the Operating Partnership (accounted for on a consistent basis with all other OP Units) equal to the distributions and allocations that would be received on the number of OP Units obtained by:

      i. determining the amount by which the cumulative total return of United Dominion’s common stock over the measurement period exceeds the greater of the cumulative total return of the Morgan Stanley REIT Index, which is the peer group index, or the minimum return (such excess being the “excess return”);

      ii. multiplying 5% of the excess return by United Dominion’s market capitalization (defined as the average number of shares outstanding over the 24-month period, including common stock, OP Units, outstanding options, and convertible securities) multiplied by the daily closing price of United Dominion’s common stock, up to a maximum of 2% of market capitalization; and

      iii. dividing the number obtained in (ii) by the market value of one share of United Dominion’s common stock on the valuation date, determined by the volume-weighted average price per day of common stock for the 20 trading days immediately preceding the valuation date.

      Based upon the results through March 31, 2005, no OPPSs would have been issued had the program terminated on that date. However, since the ultimate determination of OPPSs to be issued will not occur until June 2005, and the number of OPPSs is determinable only upon future events, the financial statements do not reflect any impact for these events.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

      This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, occupancy, and rental expense growth. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of United Dominion to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Such factors include, among other things, unanticipated adverse business developments affecting us or our properties, adverse changes in the real estate markets and general and local economies and business conditions. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.

Business Overview

      We are a real estate investment trust, or REIT, that owns, acquires, renovates, develops, and manages middle-market apartment communities nationwide. We were formed in 1972 as a Virginia corporation. In June 2003, we changed our state of incorporation from Virginia to Maryland. Our subsidiaries include two operating partnerships, Heritage Communities L.P., a Delaware limited partnership, and United Dominion Realty, L.P., a Delaware limited partnership. Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the company,” or “United Dominion” refer collectively to United Dominion Realty Trust, Inc. and its subsidiaries.

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      At March 31, 2005, our portfolio included 264 communities with 77,704 apartment homes nationwide. The following table summarizes our market information by major geographic markets (includes real estate held for disposition, real estate under development, and land, but excludes commercial properties):

										Three Months Ended
		As of March 31, 2005								March 31, 2005
		Number of		Number of		Percentage of		Carrying		Average		Average
		Apartment		Apartment		Carrying		Value		Physical		Collections per
		Communities		Homes		Value		(in thousands)		Occupancy		Occupied Home
Southern California			27		7,785		20.9%	$	1,107,474		92.6%	$	1,063
Tampa, FL			12		4,314		4.7%		247,266		95.2%		776
Houston, TX			16		5,447		4.6%		246,796		92.5%		619
Northern California			7		2,024		4.1%		218,460		93.9%		1,126
Orlando, FL			14		4,140		4.1%		218,018		95.8%		739
Metropolitan DC			7		2,245		4.1%		216,314		94.7%		1,114
Raleigh, NC			11		3,663		4.0%		213,268		94.0%		643
Dallas, TX			11		3,590		3.8%		199,031		95.9%		655
Baltimore, MD			10		2,118		3.1%		163,815		96.0%		941
Columbus, OH			6		2,530		3.0%		156,629		93.5%		666
Nashville, TN			9		2,580		2.9%		152,946		95.2%		688
Richmond, VA			9		2,636		2.7%		140,650		91.9%		786
Monterey Peninsula, CA			8		1,569		2.6%		138,882		89.2%		909
Charlotte, NC			9		2,378		2.6%		137,348		94.0%		599
Phoenix, AZ			7		1,935		2.5%		133,973		93.8%		770
Arlington, TX			8		2,656		2.4%		127,570		95.0%		621
Greensboro, NC			8		2,123		2.0%		108,290		95.2%		585
Seattle, WA			6		1,575		1.9%		100,228		93.2%		750
Denver, CO			3		1,484		1.9%		99,422		92.1%		640
Wilmington, NC			6		1,868		1.8%		94,302		96.1%		672
Portland, OR			6		1,490		1.7%		91,298		93.5%		707
Austin, TX			5		1,425		1.5%		82,181		95.4%		637
Atlanta, GA			6		1,426		1.4%		76,160		92.3%		617
Columbia, SC			6		1,584		1.2%		65,712		93.7%		604
Norfolk, VA			6		1,438		1.2%		61,983		95.2%		799
Jacksonville, FL			3		1,157		1.2%		61,575		95.9%		715
Other Southwestern			10		3,676		3.7%		196,915		93.7%		648
Other Florida			6		1,737		2.2%		118,396		96.5%		813
Other North Carolina			8		1,893		1.5%		79,006		94.3%		624
Other Mid-Atlantic			6		1,156		1.1%		57,143		94.5%		827
Other Virginia			3		820		0.9%		47,642		92.1%		952
Other Southeastern			2		798		0.8%		41,037		95.2%		507
Other Midwestern			3		444		0.4%		23,607		94.0%		697
Real Estate Under Development			—		—		0.9%		49,474		—		—
Land			—		—		0.6%		29,404		—		—
	Total		264		77,704		100.0%	$	5,302,215		94.1%	$	757

Liquidity and Capital Resources

      Liquidity is the ability to meet present and future financial obligations either through operating cash flows, the sale or maturity of existing assets, or by the acquisition of additional funds through capital

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management. Both the coordination of asset and liability maturities and effective capital management are important to the maintenance of liquidity. Our primary source of liquidity is our cash flow from operations as determined by rental rates, occupancy levels, and operating expenses related to our portfolio of apartment homes. We routinely use our unsecured bank credit facility to temporarily fund certain investing and financing activities prior to arranging for longer-term financing. During the past several years, proceeds from the sale of real estate have been used for both investing and financing activities.

      We expect to meet our short-term liquidity requirements generally through net cash provided by operations and borrowings under credit arrangements. We expect to meet certain long-term liquidity requirements such as scheduled debt maturities, the repayment of financing on development activities, and potential property acquisitions, through long-term secured and unsecured borrowings, the disposition of properties, and the issuance of additional debt or equity securities. We believe that our net cash provided by operations will continue to be adequate to meet both operating requirements and the payment of dividends by the company in accordance with REIT requirements in both the short- and long-term. Likewise, the budgeted expenditures for improvements and renovations of certain properties are expected to be funded from property operations.

      We have a shelf registration statement filed with the Securities and Exchange Commission which provides for the issuance of up to an aggregate of $1.5 billion in common shares, preferred shares, and debt securities to facilitate future financing activities in the public capital markets. During the first quarter of 2005, we completed various financing activities under our $1.5 billion shelf registration statement. These activities are summarized in the section titled “Financing Activities” below. As of March 31, 2005, approximately $1.0 billion of equity and debt securities remained available for use under the shelf registration statement. Access to capital markets is dependent on market conditions at the time of issuance.

      In October 2004, we filed a prospectus supplement under the Securities Act of 1933 relating to the offering of up to 5 million shares of our common stock that we may issue and sell through an agent from time to time in “at the market offerings,” as defined in Rule 415 of the Securities Act of 1933. Any sales of these shares will be made under our $1.5 billion shelf registration statement pursuant to a sales agreement that we entered into with the agent in July 2003. The sales price of the common stock that may be sold under the sales agreement will be no lower than the minimum price designated by us prior to the sale. During the fourth quarter of 2004, we sold a total of 472,000 shares of common stock pursuant to the sales agreement at a weighted average sales price of $20.36, for net proceeds to us of approximately $9.4 million. We did not sell any shares of common stock under the sales agreement during the three months ended March 31, 2005.

Future Capital Needs

      Future development expenditures are expected to be funded primarily through joint ventures, with proceeds from the sale of property, with construction loans and, to a lesser extent, with cash flows provided by operating activities. Acquisition activity in strategic markets is expected to be largely financed through the issuance of equity and debt securities, the issuance of operating partnership units, the assumption or placement of secured and/or unsecured debt, and by the reinvestment of proceeds from the sale of properties.

      During the remainder of 2005, we have approximately $21.9 million of secured debt and $71.0 million of unsecured debt maturing and we anticipate repaying that debt with proceeds from borrowings under our secured or unsecured credit facilities, or the issuance of new unsecured debt securities or equity.

Critical Accounting Policies and Estimates

      Our critical accounting policies are those having the most impact on the reporting of our financial condition and results and those requiring significant judgments and estimates. These policies include those related to (1) capital expenditures, (2) impairment of long-lived assets, and (3) real estate investment properties. Our critical accounting policies are described in more detail in the section entitled

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2004. There have been no significant changes in our critical accounting policies from those reported in our 2004 Annual Report on Form 10-K. With respect to these critical accounting policies, management believes that the application of judgments and assessments is consistently applied and produces financial information that fairly depicts the results of operations for all periods presented.

Statements of Cash Flow

      The following discussion explains the changes in net cash provided by operating and financing activities and net cash used in investing activities that are presented in our Consolidated Statements of Cash Flows.

Operating Activities

      For the three months ended March 31, 2005, our cash flow provided by operating activities was $50.4 million compared to $38.3 million for the same period in 2004. The increase in cash flow from operating activities resulted primarily from an increase in property operating income due to the overall increase in our apartment community portfolio (see discussion under “Apartment Community Operations”).

Investing Activities

      For the three months ended March 31, 2005, net cash used in investing activities was $71.2 million compared to $74.8 million for the same period in 2004. Changes in the level of investing activities from period to period reflects our strategy as it relates to our acquisition, capital expenditure, development, and disposition programs, as well as the impact of the capital market environment on these activities, all of which are discussed in further detail below.

Acquisitions

      During the three months ended March 31, 2005, we acquired one apartment community with 715 apartment homes. Our long-term strategic plan is to achieve greater operating efficiencies by investing in fewer, more concentrated markets. As a result, we have been expanding our interests in the fast growing Southern California, Florida, and Metropolitan DC markets over the past two years. During 2005, we plan to continue to channel new investments into those markets we believe will provide the best investment returns. Markets will be targeted based upon defined criteria including past performance, expected job growth, current and anticipated housing supply and demand, and the ability to attract and support household formation.

Capital Expenditures

      In conformity with accounting principles generally accepted in the United States, we capitalize those expenditures related to acquiring new assets, materially enhancing the value of an existing asset, or substantially extending the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.

      During the first three months of 2005, we spent $25.1 million or $323 per home on capital expenditures for all of our communities, excluding development. These capital improvements included turnover related expenditures for floor coverings and appliances, other recurring capital expenditures such as HVAC equipment, roofs, siding, parking lots, and other non-revenue enhancing capital expenditures, which aggregated $8.4 million or $108 per home. In addition, revenue enhancing capital expenditures, kitchen and bath upgrades, and other extensive interior upgrades totaled $16.7 million or $215 per home.

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      The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development and commercial properties for the periods presented:

		Three Months Ended March 31,							Three Months Ended March 31,
		(dollars in thousands)							(per home)
		2005		2004		% Change			2005		2004		% Change
Turnover capital expenditures		$	4,578	$	3,951		15.9	%	$	59	$	52		13.5	%
Other recurring capital expenditures			3,791		2,708		40.0	%		49		36		36.1	%
	Total recurring capital expenditures		8,369		6,659		25.7	%		108		88		22.7	%
Revenue enhancing improvements			16,715		6,083		174.8	%		215		80		168.8	%
Major renovations			—		196		-100.0	%		—		3		-100.0	%
	Total capital improvements	$	25,084	$	12,938		93.9	%	$	323	$	171		88.9	%
Repair and maintenance			11,096		9,579		15.8	%		143		126		13.5	%
	Total expenditures	$	36,180	$	22,517		60.7	%	$	466	$	297		56.9	%

      Total capital improvements increased $12.1 million or $152 per home for the three months ended March 31, 2005 compared to the same period in 2004. We will continue to selectively add revenue enhancing improvements which we believe will provide a return on investment substantially in excess of our cost of capital. Recurring capital expenditures during 2005 are currently expected to be approximately $510 per home.

Real Estate Under Development

      Development activity is focused in core markets in which we have strong operations in place. For the three months ended March 31, 2005, we invested approximately $9.8 million on development projects, an increase of $7.4 million from $2.4 million for the same period in 2004.

      The following projects were under development as of March 31, 2005:

	Number of		Completed						Estimated		Expected
	Apartment		Apartment		Cost to Date		Budgeted Cost		Cost Per		Completion
	Homes		Homes		(In thousands)		(In thousands)		Home		Date
Verano at Town Square Rancho Cucamonga, CA		414		—	$	33,823	$	66,300	$	160,100		4Q05
Mandalay on the Lake Irving, TX		369		—		12,785		30,900		83,700		1Q06
2000 Post Phase III San Francisco, CA		24		—		2,866		7,500		312,500		2Q06
		807		—	$	49,474	$	104,700	$	129,700

      In addition, we own seven parcels of land that we continue to hold for future development that had a carrying value at March 31, 2005 of $25.4 million. Three of the seven parcels represent additional phases to existing communities as we plan to add apartment homes adjacent to currently owned communities that are in improving markets.

Disposition of Investments

      For the three months ended March 31, 2005, we sold ten communities with 1,855 apartment homes and 11 townhomes from a community of 36 townhomes for a gross consideration of $72.6 million. We

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recognized gains for financial reporting purposes of $7.0 million on these sales. Proceeds from the sales were used primarily to reduce debt.

      During 2005, we plan to continue to pursue our strategy of selling properties where long-term growth prospects are limited and redeploying capital into properties that would enhance future growth rates and economies of scale. We intend to use the proceeds from 2005 dispositions to reduce debt, acquire communities, and fund development activity.

Financing Activities

      Net cash provided by financing activities during the three months ended March 31, 2005, was $14.6 million compared to $33.7 million for the same period in 2004. As part of the plan to improve our balance sheet, we utilized proceeds from dispositions, equity and debt offerings, and refinancings to extend maturities, pay down existing debt, and purchase new properties.

      The following is a summary of our financing activities for the three months ended March 31, 2005:

•  Repaid $114.6 million of secured debt, including $20 million outstanding on a $70 million secured credit facility that was terminated, and incurred $8.5 million in prepayment penalties and deferred financing cost write-offs.

•  Sold $50 million aggregate principal amount of 5.25% senior unsecured notes due January 2015 in February 2005 under our medium-term note program. These notes represent a re-opening of the 5.25% senior unsecured notes due January 2015 that were issued in November 2004, and these notes constitute a single series of notes. The February 2005 issuance of these notes brought the aggregate principal amount of the 5.25% senior unsecured notes to $150 million. The net proceeds of approximately $50 million were used for debt repayment and to fund the acquisition of apartment communities.

•  Sold our shares in Rent.com, a leading Internet listing web site in the apartment and rental housing industry, in February 2005. As a result, United Dominion received cash proceeds and recorded a one-time gain of $12.3 million on the sale. As part of the transaction, an additional $0.8 million was placed in escrow and will be recorded as revenue when received.

•  Sold $50 million aggregate principal amount of 5.25% senior unsecured notes due January 2015 in March 2005 under our medium-term note program. These notes represent a re-opening of the 5.25% senior unsecured notes due January 2015 that were issued in November 2004, and these notes constitute a single series of notes. The March 2005 issuance of these notes brought the aggregate principal amount of the 5.25% senior unsecured notes to $200 million. The net proceeds of approximately $50 million were used for debt repayment and to fund the acquisition of apartment communities.

Credit Facilities

      We have four secured revolving credit facilities with Fannie Mae with an aggregate commitment of $860 million. As of March 31, 2005, $656.3 million was outstanding under the Fannie Mae credit facilities leaving $203.7 million of unused capacity. The Fannie Mae credit facilities are for an initial term of ten years, bear interest at floating and fixed rates, and can be extended for an additional five years at our discretion. We have $288.9 million of the funded balance fixed at a weighted average interest rate of 6.4%. The remaining balance on these facilities is currently at a weighted average variable rate of 3.4%.

      We have a $500 million three-year unsecured revolving credit facility that matures in March 2006. If we receive commitments from additional lenders or if the initial lenders increase their commitments, we will be able to increase the credit facility to $650 million. At our option, the credit facility can be extended one year to March 2007. Based on our current credit ratings, the credit facility bears interest at a rate equal to LIBOR plus 90 basis points. As of March 31, 2005, $348.8 million was outstanding under the credit facility leaving $151.2 million of unused capacity.

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      The Fannie Mae credit facility and the bank revolving credit facility are subject to customary financial covenants and limitations.

      Information concerning short-term bank borrowings under our credit facility is summarized in the table that follows (dollars in thousands):

	Three Months Ended			Twelve Months Ended
	March 31, 2005			December 31, 2004
Total revolving credit facility	$	500,000		$	500,000
Borrowings outstanding at end of period		348,800			278,100
Weighted average daily borrowings during the period		151,559			127,665
Maximum daily borrowings during the period		348,800			356,500
Weighted average interest rate during the period		2.8	%		2.0	%
Weighted average interest rate at end of period		3.2	%		2.7	%

Funds from Operations

      Funds from operations, or FFO, is defined as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of depreciable property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute FFO for all periods presented in accordance with the recommendations set forth by the National Association of Real Estate Investment Trust’s (“NAREIT”) April 1, 2002 White Paper. We consider FFO in evaluating property acquisitions and our operating performance, and believe that FFO should be considered along with, but not as an alternative to, net income as a measure of our operating performance. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles, or GAAP, and is not necessarily indicative of cash available to fund cash needs.

      Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance and defines FFO as net income (computed in accordance with accounting principles generally accepted in the United States), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The use of FFO, combined with the required presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. We generally consider FFO to be a useful measure for reviewing our comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies. We believe that FFO is the best measure of economic profitability for real estate investment trusts.

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      The following table outlines our FFO calculation and reconciliation to generally accepted accounting principles for the three months ended March 31, (dollars and shares in thousands):

		2005			2004
Net income		$	14,941		$	15,312
Adjustments:
	Distributions to preferred stockholders		(3,842	)		(5,085	)
	Real estate depreciation and amortization		51,715			39,111
	Minority interests of unitholders in operating partnership		162			209
	Real estate depreciation related to unconsolidated entities		62			57
Discontinued Operations:
	Real estate depreciation		4			3,800
	Minority interests of unitholders in operating partnership		529			397
	Net gains on sales of depreciable property		(7,023	)		(1,205	)
Funds from operations — basic		$	56,548		$	52,596
	Distributions to preferred stockholders — Series D and E (Convertible)		931			2,174
Funds from operations — diluted		$	57,479		$	54,770
	Gains on the disposition of real estate developed for sale		459			—
FFO with gains on the disposition of real estate developed for sale — diluted		$	57,938		$	54,770
Weighted average number of common shares and OP Units outstanding — basic			144,586			135,901
Weighted average number of common shares, OP Units, and common stock equivalents outstanding — diluted			150,187			145,163

      In the computation of diluted FFO, OP units, out-performance partnership shares, and the shares of Series D Cumulative Convertible Redeemable Preferred Stock and Series E Cumulative Convertible Preferred Stock are dilutive; therefore, they are included in the diluted share count. For the three months ended March 31, 2004, distributions to preferred stockholders exclude $1.6 million related to premiums on preferred stock conversions.

      Gains from the disposition of real estate investments developed for sale is defined as net sales proceeds less a tax provision (such development by REITs must be conducted in a taxable REIT subsidiary) and the gross investment basis of the asset before accumulated depreciation. We consider FFO with gains/losses on real estate developed for sale to be a meaningful supplemental measure of performance because the short-term use of funds produce a profit that differs from the traditional long-term investment in real estate for REITs.

      The following is a reconciliation of GAAP gains from the disposition of real estate developed for sale to gross gains from the disposition of real estate developed for sale for the three months ended March 31, (dollars in thousands):

	2005			2004
GAAP gains on the disposition of real estate developed for sale	$	466		$	—
Less: accumulated depreciation		(7	)		—
Gains on the disposition of real estate developed for sale	$	459		$	—

21

      The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the Consolidated Statements of Operations for the three months ended March 31, (shares in thousands):

		2005			2004
Weighted average number of common shares and OP units outstanding — basic			144,586			135,901
Weighted average number of OP units outstanding			(8,519	)		(8,917	)
	Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations		136,067			126,984
Weighted average number of common shares, OP units, and common stock equivalents outstanding — diluted			150,187			145,163
Weighted average number of OP units outstanding			(8,519	)		(8,917	)
Weighted average number of Series A OPPSs outstanding			(1,791	)		(1,791	)
Weighted average number of Series D preferred shares outstanding			—			(3,077	)
Weighted average number of Series E preferred shares outstanding			(2,804	)		(3,425	)
	Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations		137,073			127,953

      FFO also does not represent cash generated from operating activities in accordance with generally accepted accounting principles, and therefore should not be considered an alternative to net cash flows from operating activities, as determined by generally accepted accounting principles, as a measure of liquidity. Additionally, it is not necessarily indicative of cash availability to fund cash needs.

      The following is a presentation of cash flow metrics based on generally accepted accounting principles for the three months ended March 31, (dollars in thousands):

	2005			2004
Net cash provided by operating activities	$	50,370		$	38,255
Net cash used in investing activities		(71,228	)		(74,837	)
Net cash provided by financing activities		14,615			33,731

Results of Operations

      The following discussion includes the results of both continuing and discontinued operations for the periods presented.

Net Income Available to Common Stockholders

      Net income available to common stockholders was $11.1 million ($0.08 per diluted share) for the quarter ended March 31, 2005, compared to $8.7 million ($0.07 per diluted share) for the same period in the prior year. The increase for the quarter ended March 31, 2005 when compared to the same period in 2004 resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

•  a $12.6 million increase in non-property income,

•  an $11.3 million increase in apartment community operating results,

•  $5.8 million more in gains recognized from the sale of depreciable property,

•  a $1.6 million decrease in premiums paid on preferred stock conversions, and

•  $1.2 million less in preferred stock distributions.

22

      These increases in income were partially offset by a $10.2 million increase in interest expense, an $8.8 million increase in depreciation and amortization expense, an $8.5 million increase in losses on early debt retirement, and a $2.2 million increase in general and administrative expense during the first quarter of 2005 when compared to the same period in 2004.

Apartment Community Operations

      Our net income is primarily generated from the operation of our apartment communities. The following table summarizes the operating performance of our total apartment portfolio for the three months ended March 31, (dollars in thousands):

	2005			2004			% Change
Property rental income	$	174,981		$	158,505			10.4	%
Property operating expense*		(67,226	)		(62,031	)		8.4	%
Property operating income	$	107,755		$	96,474			11.7	%
Weighted average number of homes		78,006			76,314			2.2	%
Physical occupancy**		94.1	%		93.1	%		1.0	%

*  Excludes depreciation, amortization, and property management expenses.

**  Based upon weighted average stabilized homes.

      The following table is our reconciliation of property operating income to net income as reflected on the Consolidated Statements of Operations for the three months ended March 31, (dollars in thousands):

		2005			2004
Property operating income		$	107,755		$	96,474
Commercial operating income			47			69
Non-property income			12,982			395
Real estate depreciation and amortization			(52,390	)		(43,858	)
Interest			(39,160	)		(28,913	)
General and administrative and property management			(11,813	)		(9,115	)
Other operating expenses			(290	)		(270	)
Loss on early debt retirement			(8,464	)		(5	)
Net gain on sale of depreciable property			7,023			1,205
Minority interests			(749	)		(670	)
	Net income per the Consolidated Statements of Operations	$	14,941		$	15,312

Same Communities

      Our same communities (those communities acquired, developed, and stabilized prior to December 31, 2003 and held on March 31, 2005, which consisted of 63,893 apartment homes) provided 77% of our property operating income for the three months ended March 31, 2005.

      For the first quarter of 2005, same community property operating income increased 3.8% or $3.0 million compared to the same period in 2004. The increase in property operating income was primarily attributable to a 2.7% or $3.6 million increase in revenues from rental and other income that was offset by a 1.1% or $0.6 million increase in operating expenses. The increase in revenues from rental and other income was primarily driven by a 0.9% or $1.3 million increase in rental rates, a 13.4% or $1.3 million decrease in vacancy loss, a 59.9% or $0.2 million decrease in bad debt, a 6.1% or $0.2 million decrease in concession expense, and a 6.8% or $0.6 million increase in utility reimbursement income and fee income. Physical occupancy increased 1.1% to 94.4%.

23

      The increase in property operating expenses was primarily driven by a 2.3% or $0.3 million increase in real estate taxes, a 130.3% or $0.3 million increase in incentive compensation, and a 2.2% or $0.3 million increase in personnel expense, all of which were offset by a 2.2% or $0.2 million decrease in utilities expense and a 1.4% or $0.1 million decrease in repair and maintenance costs.

      As a result of the percentage changes in property rental income and property operating expenses, the operating margin (property operating income divided by property rental income) increased 0.6% to 61.3%.

Non-Mature Communities

      The remaining 23% of our property operating income during the first three months of 2005 was generated from communities that we classify as “non-mature communities” (primarily those communities acquired or developed during the fourth quarter of 2003, and in 2004 and 2005, sold properties, and those properties classified as real estate held for disposition). The 34 communities with 10,608 apartment homes that we acquired during the fourth quarter of 2003, and in 2004 and 2005 provided $18.4 million of property operating income. The 10 communities with 1,855 apartment homes sold during the first three months of 2005 provided $0.6 million of property operating income. In addition, our development communities, which included 178 apartment homes constructed since January 1, 2003, provided $0.3 million of property operating income during 2005, the one community with 769 apartment homes classified as real estate held for disposition provided $1.4 million of property operating income, and other non-mature communities provided $4.1 million of property operating income for the three months ended March 31, 2005.

Real Estate Depreciation and Amortization

      For the three months ended March 31, 2005, real estate depreciation and amortization on both continuing and discontinued operations increased 20.5% or $8.8 million compared to the same period in 2004, primarily due to the overall increase in the weighted average number of apartment homes and the significant increase in per home acquisition cost compared to the existing portfolio, and other capital expenditures.

Interest Expense

      For the three months ended March 31, 2005, interest expense on both continuing and discontinued operations increased 35.4% or $10.2 million from the same period in 2004 primarily due to the issuance of debt. For the three months ended March 31, 2005, the weighted average amount of debt outstanding increased 51.8% or $1.1 billion compared to the same period in 2004. However, this was partially offset by the weighted average interest rate declining from 5.2% to 5.0% during 2005. The weighted average amount of debt outstanding during 2005 is higher than 2004 as acquisition costs in the last three quarters of 2004 and in 2005 have been funded, in most part, by the issuance of debt. The decrease in the weighted average interest rate during 2005 reflects our ability to take advantage of lower interest rates through refinancing and the utilization of variable rate debt.

General and Administrative

      For the three months ended March 31, 2005, general and administrative expenses increased $2.2 million or 47.2% compared to the same period in 2004 primarily as a result of an increase in incentive compensation costs.

Gains on Sales of Land and Depreciable Property

      For the three months ended March 31, 2005, we recognized gains for financial reporting purposes of $7.0 million compared to $1.2 million for the comparable period in 2004. Changes in the level of gains recognized from period to period reflect the changing level of our divestiture activity from period to period, as well as the extent of gains related to specific properties sold.

24

eBay Purchase of Rent.com

      On December 16, 2004, eBay announced that it had agreed to acquire privately held Rent.com, a leading Internet listing web site in the apartment and rental housing industry, for approximately $415 million plus acquisition costs, net of Rent.com’s cash on hand. On February 23, 2005, eBay announced that it had completed the acquisition. We owned shares in Rent.com, and as a result of the transaction, we received cash proceeds and recorded a one-time gain of $12.3 million on the sale. As part of the transaction, an additional $0.8 million was placed in escrow and will be recorded as revenue when received.

Inflation

      We believe that the direct effects of inflation on our operations have been immaterial. Substantially all of our leases are for a term of one year or less which generally minimizes our risk from the adverse effects of inflation.

Off-Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material.

Factors Affecting Our Business and Prospects

      There are many factors that affect our business and the results of our operations, some of which are beyond our control. These factors include:

•  unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates,

•  the failure of acquisitions to achieve anticipated results,

•  possible difficulty in selling apartment communities,

•  the timing and closing of planned dispositions under agreement,

•  competitive factors that may limit our ability to lease apartment homes or increase or maintain rents,

•  insufficient cash flow that could affect our debt financing and create refinancing risk,

•  failure to generate sufficient revenue, which could impair our debt service payments and distributions to stockholders,

•  development and construction risks that may impact our profitability,

•  potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs,

•  delays in completing developments and lease-ups on schedule,

•  our failure to succeed in new markets,

•  changing interest rates, which could increase interest costs and affect the market price of our securities,

•  potential liability for environmental contamination, which could result in substantial costs,

•  the imposition of federal taxes if we fail to qualify as a REIT in any taxable year, and

25

•  our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn have an adverse effect on our stock price.

      For a discussion of these and other factors affecting our business and prospects, see “Item 1. — Business — Factors Affecting Our Business and Prospects” in our Annual Report on Form 10-K for the year ended December 31, 2004.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      United Dominion is exposed to interest rate changes associated with our unsecured credit facility and other variable rate debt as well as refinancing risk on our fixed rate debt. United Dominion’s involvement with derivative financial instruments is limited and we do not expect to use them for trading or other speculative purposes. In prior periods, United Dominion had used derivative instruments solely to manage its exposure to interest rates.

      See our Annual Report on Form 10-K for the year ended December 31, 2004 “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a more complete discussion of our interest rate sensitive assets and liabilities. As of March 31, 2005, our market risk has not changed materially from the amounts reported on our Annual Report on Form 10-K for the year ended December 31, 2004.

Item 4. CONTROLS AND PROCEDURES

      As of March 31, 2005, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. In addition, our Chief Executive Officer and our Chief Financial Officer concluded that during the quarter ended March 31, 2005, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our internal control over financial reporting is designed with the objective of providing reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

      It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective under circumstances where our disclosure controls and procedures should reasonably be expected to operate effectively.

PART II — OTHER INFORMATION

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      On June 3, 1999, our Board of Directors authorized the repurchase in open market transactions, in block transactions, or otherwise, of up to 5.5 million shares of our common stock. On December 5, 2000, our Board of Directors authorized the purchase of up to an additional 5.5 million shares of our common stock in open market transactions, in block purchases or otherwise. As of March 31, 2005, we have

26

repurchased a total of 8,749,763 shares of our common stock under this program. As disclosed in the table below, we did not purchase any shares of our common stock during the quarter ended March 31, 2005.

						Total Number		Maximum Number
						of Shares		of Shares that
						Purchased as		May Yet Be
		Total Number		Average		Part of Publicly		Purchased Under
		of Shares		Price Per		Announced Plans		the Plans or
Period		Purchased		Share		or Programs		Programs
January 1, 2005 through January 31, 2005			0		N/A		0		2,250,237
February 1, 2005 through February 28, 2005			0		N/A		0		2,250,237
March 1, 2005 through March 31, 2005			0		N/A		0		2,250,237
	Total		0		N/A		0		2,250,237

Item 6. EXHIBITS

      The exhibits filed with this Report are set forth in the Exhibit Index.

27

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 thereunto duly authorized.

United Dominion Realty Trust, Inc.

(Registrant)

Date: May 9, 2005

/s/ Christopher D. Genry

Christopher D. Genry

Executive Vice President and Chief Financial Officer

Date: May 9, 2005

/s/ Scott A. Shanaberger

Scott A. Shanaberger

Senior Vice President and Chief Accounting Officer

28

EXHIBIT INDEX

Exhibit No.			Description
	2	.1	Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Department of Assessments and Taxation of the State of Maryland (incorporated by reference to Exhibit 2.01 to the Company’s Current Report on Form 8-K dated and filed with the Commission on June 11, 2003, Commission File No. 1-10524).
	2	.2	Certificate of Correction to Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Department of Assessments and Taxation of the State of Maryland on March 21, 2005 (incorporated by reference to Exhibit 2.02 to the Company’s Current Report on Form 8-K dated March 17, 2005 and filed with the Commission on March 22, 2005, Commission File No. 1-10524).
	3	.1	Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit A to Exhibit 2.01 to the Company’s Current Report on Form 8-K dated and filed with the Commission on June 11, 2003, Commission File No. 1-10524).
	3	.2	Articles Supplementary filed with the State Department of Assessments and Taxation of the State of Maryland on March 21, 2005 (incorporated by reference to Exhibit 3.02 to the Company’s Current Report on Form 8-K dated March 17, 2005 and filed with the Commission on March 22, 2005, Commission File No. 1-10524).
	3	.3	Articles of Amendment to the Amended and Restated Articles of Incorporation filed with the State Department of Assessments and Taxation of the State of Maryland on March 21, 2005 (incorporated by reference to Exhibit 3.03 to the Company’s Current Report on Form 8-K dated March 17, 2005 and filed with the Commission on March 22, 2005, Commission File No. 1-10524).
	3	.4	Certificate of Correction to Articles of Merger (see Exhibit 2.2).
	4	.1	Medium-Term Note due January 2015, issued February 14, 2005 (incorporated by reference to Exhibit 4.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 1-10524).
	4	.2	Medium-Term Note due January 2015, issued March 8, 2005 (incorporated by reference to Exhibit 4.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 1-10524).
	4	.3	Medium-Term Note due January 2015, issued May 3, 2005.
	10	.1	Compensation Summary (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 1-10524).
	12		Computation of Ratio of Earnings to Fixed Charges.
	31	.1	Rule 13a-14(a) Certification of the Chief Executive Officer.
	31	.2	Rule 13a-14(a) Certification of the Chief Financial Officer.
	32	.1	Section 1350 Certification of the Chief Executive Officer.
	32	.2	Section 1350 Certification of the Chief Financial Officer.

EX-4.3

                 UNITED DOMINION REALTY TRUST, INC.                  EXHIBIT 4.3

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



REGISTERED                                CUSIP No.:                                PRINCIPAL AMOUNT:
No. FXR-7                                 91019PCP5                                 $50,000,000
- -------------------------                 --------------------------------          ----------------------
                                                                              
                                       UNITED DOMINION REALTY TRUST, INC.

                                                 MEDIUM-TERM NOTE
                                                   (FIXED RATE)

ORIGINAL ISSUE DATE:                      INTEREST RATE:    5.25%                   STATED MATURITY DATE:
November 1, 2004                                                                    January 15, 2015

INTEREST PAYMENT DATE(S)                  [ ] CHECK IF DISCOUNT NOTE
[X] July 15 and January 15,
commencing                                       Issue Price: %
July 15, 2005 [ ] Other:

INITIAL REDEMPTION                        INITIAL REDEMPTION                        ANNUAL REDEMPTION
DATE:  See Addendum                       PERCENTAGE:    See Addendum               PERCENTAGE
                                                                                    REDUCTION:   See Addendum

OPTIONAL REPAYMENT
DATE(S):  See Addendum

SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:                  EXCHANGE RATE
[X] United States dollars                 [X] $1,000 and integral                   AGENT:  N/A
[ ] Other:                                    multiples thereof
                                          [ ] Other:

ADDENDUM ATTACHED                         DEFAULT INTEREST RATE:  N/A               OTHER/ADDITIONAL PROVISIONS:  N/A
[X] Yes
[  ] No








         UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., as nominee for The Depository Trust Company, or registered assigns, the
Principal Amount of FIFTY MILLION DOLLARS ($50,000,000), on the Stated Maturity
Date specified above (or any Redemption Date or Repayment Date, each as defined
on the reverse hereof, or any earlier date of acceleration of maturity) (each
such date being hereinafter referred to as the "Maturity Date" with respect to
the principal repayable on such date) and to pay interest thereon (and on any
overdue principal, premium and/or interest to the extent legally enforceable) at
the Interest Rate per annum specified above, until the principal hereof is paid
or duly made available for payment. The Company will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payment
will commence on the Interest Payment Date immediately following the next
succeeding Record Date to the registered holder (the "Holder") of this Note on
the next succeeding Record Date. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.

         Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes, as defined
on the reverse hereof) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease
to be payable to the Holder on the close of business on any Record Date and,
instead, shall be paid to the person in whose name this Note is registered at
the close of business on a special record date (the "Special Record Date") for
the payment of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, all as more fully provided for
in the Indenture.

         Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of instructions as contemplated on the
reverse hereof) at the office or agency maintained by the Company for that
purpose in the Borough of Manhattan, The City of New York, currently the
corporate trust office of the Trustee located at 40 Broad Street, 5th Floor, New
York, New York 10004, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Company may determine; provided,
however, that if the Specified Currency (as defined



                                       2




below) is other than United States dollars and such payment is to be made in the
Specified Currency in accordance with the provisions set forth below, such
payment will be made by wire transfer of immediately available funds to an
account with a bank designated by the Holder hereof at least 15 calendar days
prior to the Maturity Date, provided that such bank has appropriate facilities
therefor and that this Note is presented and surrendered and, if applicable,
instructions are delivered at the aforementioned office or agency maintained by
the Company in time for the Trustee to make such payment in such funds in
accordance with its normal procedures. Payment of interest due on any Interest
Payment Date other than the Maturity Date will be made at the aforementioned
office or agency maintained by the Company or, at the option of the Company, by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a Holder of U.S.$10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and provisions) will be entitled to receive interest payments on such
Interest Payment Date by wire transfer of immediately available funds if such
Holder has delivered appropriate wire transfer instructions in writing to the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.

         If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.

         As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day must also not be a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in the Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day must also be
a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "Principal Financial Center" means the
capital city of the country issuing the Specified Currency, except that with
respect to United States dollars, Australian dollars, Canadian dollars, Euros,
South African rands and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.

         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the currency in which this Note is
denominated above (or, if such currency is not at the time of such payment legal
tender for the payment of public and private debts in the country issuing such
currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union,
then the currency which is at the time of such payment legal tender in the
related country or in the adopting member states of the European Union, as the
case may be) (the "Specified Currency"). If the Specified



                                       3




Currency is other than United States dollars, except as otherwise provided
below, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into United States dollars for payment to
the Holder of this Note.

         Any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the purchase
by the quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

         If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest, if any, in respect of
this Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its corporate trust office in The City of New York on
or prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile transmission. The
Holder of this Note may elect to receive all or a specified portion of all
future payments in the Specified Currency in respect of such principal, premium,
if any, and/or interest, if any, and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
delivered to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be.

         If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency, but the Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
United States dollars on the basis of the Market Exchange Rate (as defined
below) determined by the Exchange Rate Agent on the second Business Day prior to
such payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for the Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment made
in United States dollars under such circumstances shall not constitute an Event
of Default (as defined in the Indenture).

         All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.


                                       4



         The Company agrees to indemnify the Holder of any Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Company for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified on the face hereof, in an
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



                                       5




         IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this
Note to be duly executed by one of its duly authorized officers.


                                UNITED DOMINION REALTY TRUST, INC.


                                By    /s/  Scott A. Shanaberger
                                  ------------------------------------
                                  Name:  Scott A. Shanaberger
                                  Title: Senior Vice President, Chief Accounting
                                         Officer and Assistant Secretary

ATTEST:


By    /s/ Mary Ellen Norwood
   -----------------------------------
   Name:  Mary Ellen Norwood
   Title: Vice President and Secretary



Dated: May 3, 2005

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of the
series designated therein referred to in the
within-mentioned Indenture.



WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee


By   /s/ Sarah A. McMahon                   Authentication Date: May 3, 2005
   ---------------------------------
         Authorized Signatory



                                       6




                                [REVERSE OF NOTE]

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (FIXED RATE)


         This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of November 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company (successor by merger to United
Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National
Association, (formerly known as First Union National Bank of Virginia) as
trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of Debt
Securities designated as "Medium-Term Notes Due Nine Months or More From Date of
Issue" (the "Notes"). All terms used but not defined in this Note or in an
Addendum hereto shall have the meanings assigned to such terms in the Indenture
or on the face hereof, as the case may be.

         This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and integral multiples thereof or other
Authorized Denomination specified on the face hereof.

         This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

         This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
an amount equal to the Initial Redemption Percentage specified on the face
hereof (as adjusted by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof) multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this Note in part
only, a new Note of like tenor for the unredeemed portion hereof and otherwise
having the same



                                       7




terms and provisions as this Note shall be issued by the Company in the name of
the Holder hereof upon the presentation and surrender hereof.

         This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or other integral
multiple of an Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such other minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee
must receive at its corporate trust office in the Borough of Manhattan, The City
of New York, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, such Note and instructions to such effect forwarded by the
Holder hereof. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof.

         If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity will be equal to the sum of (1) the Issue Price
specified on the face hereof (increased by any accruals of the Discount, as
defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount".

         For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

         In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company's
Unsecured Debt (as defined below). For purposes of this requirement, the
following capitalized terms shall be defined as follows:



                                       8




         "Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all
other assets of the Company and its Subsidiaries (as defined below) not subject
to encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

         "Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

         "Undepreciated Real Estate Assets" as of any date means the original
cost plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.

         "Unsecured Debt" means debt of the Company or any Subsidiary which is
not secured by any mortgage, lien, charge, pledge or security interest of any
kind upon any of their properties.

         If an Event of Default shall occur and be continuing, the principal of
the Notes may, and in certain cases shall, be accelerated in the manner and with
the effect provided in the Indenture.

         The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority of the
aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority of the aggregate principal amount of the outstanding Debt
Securities of any series, on behalf of the Holders of all such Debt Securities,
to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in
certain instances, to waive, on behalf of all of the Holders of Debt Securities
of such series, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and other Notes issued upon the registration of transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.



                                       9




         As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms
and provisions, of Authorized Denominations and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different Authorized Denominations but otherwise having the
same terms and provisions, as requested by the Holder hereof surrendering the
same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.



                                       10




                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

                                                                            
TEN COM           - as tenants in common                UNIF GIFT MIN ACT            - ________ Custodian ______(Cust)
TEN ENT           - as tenants by the entireties
                                                                                     (Minor)
JT TEN            - as joint tenants with right of                                   under Uniform Gifts to Minors Act
                    survivorship and not as tenants                                  ________________________________
                    in common                                                                                 (State)

     Additional abbreviations may also be used though not in the above list.



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

                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
          OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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


- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

- --------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing

- --------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Company, with full power of
substitution in the premises.

Dated:
      -------------------           --------------------------------------------

      -------------------           --------------------------------------------
                                    Notice: The signature(s) on this Assignment
                                    must correspond with the name(s) as written
                                    upon the face of this Note in every
                                    particular, without alteration or
                                    enlargement or any change whatsoever.



                                       11




                       UNITED DOMINION REALTY TRUST, INC.

                          ADDENDUM TO MEDIUM-TERM NOTE
                                  (Fixed Rate)

         The Company may redeem all or part of this Note at any time at its
option at a redemption price equal to the greater of (1) the principal amount of
this Note being redeemed plus accrued and unpaid interest to the redemption date
or (2) the Make-Whole Amount for the principal amount of this Note being
redeemed.

         "Make-Whole Amount" means, as determined by the Quotation Agent, the
sum of the present values of the principal amount of this Note to be redeemed,
together with the scheduled payments of interest (exclusive of interest to the
redemption date) from the redemption date to the maturity date of this Note
being redeemed, in each case discounted to the redemption date on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months, at the
Adjusted Treasury Rate, plus accrued and unpaid interest on the principal amount
of this Note being redeemed to the redemption date.

         "Adjusted Treasury Rate" means, with respect to any redemption date,
the sum of (x) either (1) the yield for the maturity corresponding to the
Comparable Treasury Issue, under the heading that represents the average for the
immediately preceding week, appearing in the most recent published statistical
release designated "H.15 (519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities" (provided,
if no maturity is within three months before or after the remaining term of this
Note, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis,
rounded to the nearest month) or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date, in each case
calculated on the third business day preceding the redemption date, and (y)
..20%.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the maturity date of this Note that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of this Note.

         "Comparable Treasury Price" means, with respect to any redemption date,
(x) the average of three Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations so obtained or (y) if fewer than five Reference Treasury
Dealer Quotations are so obtained, the average of all such Reference Treasury
Dealer Quotations so obtained.







         "Quotation Agent" means the Reference Treasury Dealer selected by the
indenture trustee after consultation with the Company.

         "Reference Treasury Dealer" means any of J.P. Morgan Securities Inc.,
Goldman, Sachs & Co., their respective successors and assigns and three other
nationally recognized investment banking firm selected by the Company that is a
primary U.S. Government securities dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the indenture trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.





                                       2

EX-12

EXHIBIT 12

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

(Dollars in thousands)

			Three Months Ended
			March 31,
			2005			2004
Income before discontinued operations, net of minority interests			$	6,442		$	9,645
Add:
	Portion of rents representative of the interest factor			162			151
	Minority interests			220			273
	Loss on early debt retirement			8,464			5
	Interest on indebtedness from continuing operations			39,160			28,913
		Earnings	$	54,448		$	38,987
Fixed charges and preferred stock dividend:
	Interest on indebtedness from continuing operations		$	39,160		$	28,913
	Loss on early debt retirement			8,464			5
	Capitalized interest			(270	)		272
	Portion of rents representative of the interest factor			162			151
		Fixed charges		47,516			29,341
Add:
	Preferred stock dividend			3,842			5,085
	Accretion of preferred stock			—			1,562
		Preferred stock dividend		3,842			6,647
		Combined fixed charges and preferred stock dividend	$	51,358		$	35,988
Ratio of earnings to fixed charges				1.15	x		1.33	x
Ratio of earnings to combined fixed charges and preferred stock dividend				1.06	x		1.08	x

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Thomas W. Toomey, Chief Executive Officer and President of United Dominion Realty Trust, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Dominion Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

      (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

      (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2005	/s/ Thomas W. Toomey
	Thomas W. Toomey
	Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Christopher D. Genry, Executive Vice President and Chief Financial Officer of United Dominion Realty Trust, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Dominion Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

      (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

      (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2005	/s/ Christopher D. Genry
	Christopher D. Genry
	Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

      In connection with the periodic report of United Dominion Realty Trust, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission (the “Report”), I, Thomas W. Toomey, Chief Executive Officer of the Company, hereby certify as of the date hereof, for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

      (1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

      (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: May 9, 2005	/s/ Thomas W. Toomey
	Thomas W. Toomey
	Chief Executive Officer and President

EX-32.2

EXHIBIT 32.2

CERTIFICATION

      In connection with the periodic report of United Dominion Realty Trust, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission (the “Report”), I, Christopher D. Genry, Chief Financial Officer of the Company, hereby certify as of the date hereof, for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

      (1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

      (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: May 9, 2005	/s/ Christopher D. Genry
	Christopher D. Genry
	Executive Vice President and Chief Financial Officer