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 September 30, 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 (or for such shorter period that the registrant was required to file such reports), 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

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

      The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of November 3, 2005 was 137,184,739.

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 September 30, 2005 and December 31, 2004		2
	Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and 2004		3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004		4
	Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 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		28
Item 4.	Controls and Procedures		28
PART II — OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 5.	Other Information		30
Item 6.	Exhibits		30
	Signatures		31

1

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

(Unaudited)

			September 30,			December 31,
			2005			2004
ASSETS
Real estate owned:
	Real estate held for investment		$	5,215,424		$	4,805,630
		Less: accumulated depreciation		(1,069,858	)		(924,509	)
				4,145,566			3,881,121
	Real estate under development			102,982			64,921
	Real estate held for disposition (net of accumulated depreciation of $6,836 and $83,378)			51,669			289,367
	Total real estate owned, net of accumulated depreciation			4,300,217			4,235,409
Cash and cash equivalents				5,480			7,904
Restricted cash				4,418			6,086
Deferred financing costs, net				26,540			25,151
Investment in unconsolidated development joint venture				(124	)		458
Funds held in escrow from 1031 exchanges pending the acquisition of real estate				—			17,039
Note receivable				95,945			5,000
Other assets				45,532			34,127
Other assets — real estate held for disposition				2,421			827
	Total assets		$	4,480,429		$	4,332,001
LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured debt			$	1,110,855		$	1,186,140
Secured debt — real estate held for disposition				—			11,784
Unsecured debt				1,945,672			1,682,058
Real estate taxes payable				36,679			28,410
Accrued interest payable				21,789			18,773
Security deposits and prepaid rent				25,077			24,181
Distributions payable				45,876			44,624
Accounts payable, accrued expenses, and other liabilities				49,845			49,781
Other liabilities — real estate held for disposition				16,340			7,206
	Total liabilities			3,252,133			3,052,957
Minority interests				76,461			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, $0.01 par value ($1.00 par value in 2004); 250,000,000 shares authorized; 137,193,552 shares issued and outstanding (136,429,592 in 2004)				1,372			136,430
Additional paid-in capital				1,757,936			1,614,916
Distributions in excess of net income				(784,307	)		(731,808	)
Deferred compensation — unearned restricted stock awards				(5,137	)		(6,058	)
	Total stockholders’ equity			1,151,835			1,195,451
Total liabilities and stockholders’ equity			$	4,480,429		$	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						Nine Months Ended
			September 30,						September 30,
			2005			2004			2005			2004
REVENUES
	Rental income		$	172,514		$	142,590		$	504,451		$	417,448
	Non-property income:
		Sale of technology investment		—			—			12,306			—
		Other income		2,319			807			2,976			2,213
				2,319			807			15,282			2,213
		Total revenues		174,833			143,397			519,733			419,661
EXPENSES
	Rental expenses:
		Real estate taxes and insurance		21,233			15,740			60,387			48,903
		Personnel		18,379			15,545			52,206			43,682
		Utilities		10,122			8,911			29,263			25,604
		Repair and maintenance		11,068			9,611			31,723			26,833
		Administrative and marketing		6,122			5,010			17,653			14,579
		Property management		4,771			4,413			14,428			13,163
		Other operating expenses		291			289			870			850
	Real estate depreciation and amortization			52,791			40,567			153,810			116,556
	Interest			41,331			29,780			119,347			87,555
	General and administrative			4,913			3,853			16,822			13,235
	Hurricane related expenses			—			5,503			—			5,503
	Loss on early debt retirement			—			—			6,785			—
	Other depreciation and amortization			706			812			2,042			2,511
		Total expenses		171,727			140,034			505,336			398,974
Income before minority interests and discontinued operations				3,106			3,363			14,397			20,687
Minority interests of outside partnerships				22			(52	)		(89	)		(166	)
Minority interests of unitholders in operating partnerships				55			223			(161	)		(33	)
Income before discontinued operations, net of minority interests				3,183			3,534			14,147			20,488
Income from discontinued operations, net of minority interests				11,952			24,282			68,371			51,150
Net income				15,135			27,816			82,518			71,638
Distributions to preferred stockholders — Series B				(2,911	)		(2,911	)		(8,733	)		(8,733	)
Distributions to preferred stockholders — Series D (Convertible)				—			(1,045	)		—			(3,125	)
Distributions to preferred stockholders — Series E (Convertible)				(931	)		(1,138	)		(2,794	)		(3,413	)
Premium on preferred stock conversions				—			(1,562	)		—			(4,687	)
Net income available to common stockholders			$	11,293		$	21,160		$	70,991		$	51,680
Earnings per weighted average common share — basic:
	(Loss)/income from continuing operations available to common stockholders, net of minority interests		$	(0.01	)	$	(0.02	)	$	0.02		$	0.01
	Income from discontinued operations, net of minority interests		$	0.09		$	0.19		$	0.50		$	0.40
	Net income available to common stockholders		$	0.08		$	0.17		$	0.52		$	0.41
	Weighted average number of common shares outstanding			136,392			127,182			136,231			127,099
Earnings per weighted average common share — diluted:
	(Loss)/income from continuing operations available to common stockholders, net of minority interests		$	(0.01	)	$	(0.02	)	$	0.02		$	—
	Income from discontinued operations, net of minority interests		$	0.09		$	0.19		$	0.50		$	0.40
	Net income available to common stockholders		$	0.08		$	0.17		$	0.52		$	0.40
	Weighted average number of common shares outstanding			136,392			127,182			137,194			128,063
Common distributions declared per share			$	0.3000		$	0.2925		$	0.9000		$	0.8775

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)

				Nine Months Ended
				September 30,
				2005			2004
Operating Activities
	Net income			$	82,518		$	71,638
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			158,504			133,278
		Net gains on sales of land and depreciable property			(66,657	)		(35,239	)
		Gain on the sale of technology investment			(12,306	)		—
		Distribution of earnings from unconsolidated joint venture			124			—
		Minority interests			4,498			3,679
		Amortization of deferred financing costs and other			6,544			4,985
		Changes in operating assets and liabilities:
			Increase in operating assets		(6,321	)		(12,178	)
			Increase in operating liabilities		3,556			7,774
Net cash provided by operating activities					170,460			173,937
Investing Activities
	Proceeds from sales of real estate investments, net				203,534			87,278
	Repayment of notes receivables				33,705			57,512
	Acquisition of real estate assets (net of liabilities assumed) and initial capital expenditures				(310,551	)		(412,000	)
	Development of real estate assets				(35,046	)		(13,433	)
	Capital expenditures and other major improvements — real estate assets				(96,858	)		(51,277	)
	Capital expenditures — non-real estate assets				(1,950	)		(1,194	)
	Proceeds from the sale of technology investment				12,306			—
	Decrease in funds held in escrow from 1031 exchanges pending the acquisition of real estate				17,039			14,447
Net cash used in investing activities					(177,821	)		(318,667	)
Financing Activities
	Scheduled principal payments on secured debt				(7,565	)		(38,848	)
	Non-scheduled principal payments on secured debt				(125,221	)		(21,474	)
	Proceeds from the issuance of unsecured debt				268,875			250,775
	Payments on unsecured debt				(21,100	)		(46,585	)
	Net proceeds from revolving bank debt				35,000			132,000
	Payment of financing costs				(6,374	)		(3,745	)
	Distribution of capital from unconsolidated joint venture				458			1,066
	Proceeds from the issuance of common stock				4,185			3,770
	Proceeds from the repayment of officer loans				—			459
	Proceeds from the issuance of performance shares				380			80
	Purchase of minority interest from outside partners				(522	)		—
	Conversion of operating partnership units to cash				(50	)		—
	Distributions paid to minority interests				(9,365	)		(10,396	)
	Distributions paid to preferred stockholders				(11,527	)		(15,254	)
	Distributions paid to common stockholders				(122,237	)		(109,954	)
Net cash provided by financing activities					4,937			141,894
Net decrease in cash and cash equivalents					(2,424	)		(2,836	)
Cash and cash equivalents, beginning of period					7,904			4,824
Cash and cash equivalents, end of period				$	5,480		$	1,988
Supplemental Information:
	Interest paid during the period			$	119,709		$	81,188
	Non-cash transactions:
		Conversion of operating partnership minority interests to common stock (92,985 shares in 2005 and 91,369 shares in 2004)			1,382			733
		Conversion of minority interests in Series B, LLC			690			—
		Issuance of restricted stock awards			8,450			3,306
		Cancellation of a note receivable with the acquisition of a property			—			8,000
		Secured debt assumed with the acquisition of a property			26,825			113,063
		Receipt of a note receivable in connection with sales of real estate investments			124,650			75,586
		Deferred gain in connection with sales of real estate investments			11,794			4,040

See accompanying notes to consolidated financial statements.

4

UNITED DOMINION REALTY TRUST, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

																Deferred
		Preferred Stock				Common Stock							Distributions in			Compensation –
											Paid-in		Excess of			Unearned 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													82,518						82,518
	Comprehensive income													82,518						82,518
	Issuance of common shares and restricted stock						670,975		680			5,210								5,890
	Adjustment for change in par value from $1.00 to $0.01								(135,822	)		135,822								—
	Adjustment for conversion of minority interests of unitholders in operating partnerships						92,985		84			1,298								1,382
	Adjustment for conversion of minority interests in Series B LLC											690								690
	Common stock distributions declared ($0.9000 per share)													(123,490	)					(123,490	)
	Preferred stock distributions declared — Series B ($1.6125 per share)													(8,733	)					(8,733	)
	Preferred stock distributions declared — Series E ($0.9966 per share)													(2,794	)					(2,794	)
	Amortization of deferred compensation																921			921
Balance, September 30, 2005			8,219,821	$	181,971		137,193,552	$	1,372		$	1,757,936	$	(784,307	)	$	(5,137	)	$	1,151,835

See accompanying notes to consolidated financial statements.

5

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 September 30, 2005, there were 166,061,749 units in the Operating Partnership outstanding, of which 156,118,178 units or 94.0% were owned by United Dominion and 9,943,571 units or 6.0% were owned by limited partners (of which 1,791,329 are owned by the holders of the Series A OPPS, see Note 6). As of September 30, 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 as updated by the Current Report on Form 8-K filed August 11, 2005.

      In the opinion of management, the consolidated financial statements reflect all adjustments which are necessary for the fair presentation of financial position at September 30, 2005 and results of operations for the interim periods ended September 30, 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.

      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 expects to continue to use this acceptable option valuation model upon the required adoption of Statement 123(R) on January 1, 2006. Because Statement 123(R) 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 123(R).

6

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      In June 2005, the FASB ratified its consensus in EITF Issue 04-05, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (Issue 04-05). The effective date for Issue 04-05 is June 29, 2005 for all new or modified partnerships and January 1, 2006 for our remaining partnerships for the applicable provisions. The adoption of the provisions of EITF 04-05 is not anticipated to have a material impact on our financial position or results of operations.

2. REAL ESTATE HELD FOR INVESTMENT

      At September 30, 2005, there are 253 communities with 74,215 apartment homes classified as real estate held for investment. The following table summarizes the components of real estate held for investment (dollars in thousands):

	September 30,			December 31,
	2005			2004
Land and land improvements	$	1,259,850		$	1,148,983
Buildings and improvements		3,707,629			3,436,083
Furniture, fixtures, and equipment		247,945			220,564
Real estate held for investment		5,215,424			4,805,630
Accumulated depreciation		(1,069,858	)		(924,509	)
Real estate held for investment, net	$	4,145,566		$	3,881,121

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 September 30, 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 September 30, 2005, within the Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and 2004, and the reclassification of the assets and liabilities within the Consolidated Balance Sheets for 2005 and 2004.

      For the nine months ended September 30, 2005, United Dominion sold 21 communities with 6,002 apartment homes, 102 condominiums from three communities with a total of 313 condominiums, and one parcel of land. We recognized gains for financial reporting purposes of $66.7 million on these sales. At September 30, 2005, United Dominion had one community with a total of 350 apartment homes and a net book value of $23.1 million, two communities with a total of 187 condominiums and a net book value of $23.5 million, and two parcels of land with a net book value of $5.1 million included in real estate held for disposition. In conjunction with the sale of ten communities in July 2005, we received short-term notes for $124.7 million that bear interest at 6.75% and have maturities ranging from September 2005 to July 2006. As of

7

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

September 30, 2005, the balance on the notes receivable was $90.9 million. We recognized gains for financial reporting purposes of $6.9 million and will recognize $14.7 million in additional gains as the notes receivable mature. For the year ended December 31, 2004, United Dominion sold 19 communities with a total of 5,425 apartment homes, 24 condominiums from a community of 36 condominiums, 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 titled “Income from discontinued operations, net of minority interests.”

      United Dominion has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries, primarily those engaged in condominium conversion and sale activities. United Dominion recognized a provision for income taxes of $2.4 million and $3.8 million for the three and nine months ended September 30, 2005, respectively. These amounts were classified as reductions of the net gain on sale of depreciable property in the accompanying consolidated statement of operations.

      The following is a summary of income from discontinued operations for the periods presented, (dollars in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Rental income	$	1,030		$	17,921		$	20,361		$	61,374
Non-property income/ (loss)		—			(2	)		8			(2	)
		1,030			17,919			20,369			61,372
Rental expenses		951			8,056			9,843			27,146
Real estate depreciation		234			3,919			2,636			14,076
Interest		—			197			215			624
Loss on early debt retirement		—			—			1,697			—
Other expenses		1			33			16			135
		1,186			12,205			14,407			41,981
(Loss)/ income before net gain on sale of depreciable property and minority interests		(156	)		5,714			5,962			19,391
Net gain on sale of depreciable property		12,851			20,220			66,657			35,239
Income before minority interests		12,695			25,934			72,619			54,630
Minority interests on income from discontinued operations		(743	)		(1,652	)		(4,248	)		(3,480	)
Income from discontinued operations, net of minority interests	$	11,952		$	24,282		$	68,371		$	51,150

8

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4. SECURED DEBT

      Secured debt on continuing and discontinued operations, which encumbers $1.9 billion or 35% of United Dominion’s real estate owned based upon book value ($3.5 billion or 65% of United Dominion’s real estate owned is unencumbered) consists of the following as of September 30, 2005 (dollars in thousands):

					Weighted				Number of
	Principal Outstanding				Average		Weighted Average		Communities
					Interest Rate		Years to Maturity		Encumbered
	September 30,		December 31,
	2005		2004		2005		2005		2005
Fixed Rate Debt
Mortgage notes payable	$	360,132	$	428,223		5.33%		5.7		14
Tax-exempt secured notes payable		26,595		39,160		5.85%		19.4		3
Fannie Mae credit facilities		288,875		288,875		6.40%		5.4		9
Total fixed rate secured debt		675,602		756,258		5.81%		6.1		26
Variable Rate Debt
Mortgage notes payable		60,014		45,758		4.80%		5.6		4
Tax-exempt secured note payable		7,770		7,770		2.72%		22.8		1
Fannie Mae credit facilities		367,469		367,469		4.22%		7.0		47
Freddie Mac credit facility		—		20,669		n/a		n/a		n/a
Total variable rate secured debt		435,253		441,666		4.27%		7.1		52
Total secured debt	$	1,110,855	$	1,197,924		5.21%		6.5		78

      During the second quarter of 2005, we elected to convert a $75 million variable rate debt placement to a fixed rate of 4.86%. The rate, currently at 4.33%, will float until December 1, 2005 and then convert to a 7-year fixed rate of 4.86%.

      Approximate principal payments due during each of the next five calendar years and thereafter, as of September 30, 2005, are as follows (dollars in thousands):

					Total
	Fixed Rate		Variable Rate		Secured
Year	Maturities		Maturities		Maturities
2005	$	1,202	$	298	$	1,500
2006		32,025		4,832		36,857
2007		81,595		1,187		82,782
2008		9,146		16,282		25,428
2009		4,578		—		4,578
Thereafter		547,056		412,654		959,710
	$	675,602	$	435,253	$	1,110,855

      During the first quarter of 2005, we prepaid approximately $110 million of secured debt. In conjunction with these prepayments, we incurred prepayment penalties of $8.5 million in both continuing and discontinued 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 September 30, 2005 and December 31, 2004 is as follows (dollars in thousands):

		2005		2004
Commercial Banks
	Borrowings outstanding under an unsecured credit facility due May 2008(a)	$	313,100	$	278,100
Senior Unsecured Notes — Other
	7.73% Medium-Term Notes due April 2005		—		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		250,000		100,000
	5.25% Medium-Term Notes due January 2016		100,000		—
	8.50% Debentures due September 2024		54,118		54,118
	Other(b)		464		750
			1,632,572		1,403,958
	Total Unsecured Debt	$	1,945,672	$	1,682,058

(a)

During the second quarter of 2005, United Dominion amended and restated its $500 million unsecured revolving credit facility and extended the term an additional two years. The credit facility matures on May 31, 2008, and at United Dominion’s option, can be extended for an additional year. United Dominion has the right to increase the credit facility to $750 million if the initial lenders increase their commitments or we receive commitments from additional lenders. Based on United Dominion’s current credit ratings, the credit facility bears interest at a rate equal to LIBOR plus 57.5 basis points, which represents a 12.5 basis point reduction to the previous unsecured revolver, and the facility fee was reduced from 20 basis points to 15 basis points. Under a competitive bid feature and for so long as United Dominion maintains an Investment Grade Rating, United Dominion has the right to bid out 100% of the commitment amount.

(b)

Represents deferred gains from the termination of interest rate risk management agreements.

10

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

      The following table sets forth the computation of basic and diluted earnings per share for the periods presented, (dollars in thousands, except per share data):

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2005			2004			2005			2004
Numerator for basic and diluted earnings per share — Net income available to common stockholders		$	11,293		$	21,160		$	70,991		$	51,680
Denominator:
Denominator for basic earnings per share —
	Weighted average common shares outstanding		137,164			127,794			137,017			127,694
	Non-vested restricted stock awards		(772	)		(612	)		(786	)		(595	)
			136,392			127,182			136,231			127,099
Effect of dilutive securities:
Employee stock options and non-vested restricted stock awards			—			—			963			964
Denominator for diluted earnings per share			136,392			127,182			137,194			128,063
Basic earnings per share		$	0.08		$	0.17		$	0.52		$	0.41
Diluted earnings per share		$	0.08		$	0.17		$	0.52		$	0.40

      The effect of the conversion of the operating partnership units, Series A Out-Performance Partnership Shares, and convertible preferred stock is not dilutive and is therefore not included in the above calculations. If the operating partnership units were converted to common stock, the additional shares of common stock outstanding for the three and nine months ended September 30, 2005 would be 8,503,993 and 8,509,748 weighted average common shares, and 8,677,459 and 8,681,292 weighted average common shares for the three and nine months ended September 30, 2004. If the Series A Out-Performance Partnership Shares were converted to common stock, the additional shares of common stock outstanding for the three and nine months ended September 30, 2005 and 2004 would be 1,791,329 weighted average common shares. If the convertible preferred stock were converted to common stock, the additional shares of common stock outstanding for the three and nine months ended September 30, 2005 would be 2,803,812 weighted average common shares, and 6,502,140 weighted average common shares for the three and nine months ended September 30, 2004, respectively.

7. COMPREHENSIVE INCOME

      Total comprehensive income for the three and nine months ended September 30, 2005 and 2004, was $15.1 million and $82.5 million for 2005 and $27.8 million and $73.5 million for 2004, respectively. The

11

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

difference between net income and total comprehensive income is primarily due to the fair value accounting for interest rate swaps in 2004.

8. COMMITMENTS AND CONTINGENCIES

Commitments

      United Dominion is committed to completing its real estate under development, which has an estimated cost to complete of $64.2 million at September 30, 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 “Series B 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 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 measured 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 was 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) exceeded the cumulative total return of the Morgan Stanley REIT Index peer group index over the same period; and (b) was at least the equivalent of a 22% total return, or 11% annualized.

      At the conclusion of the measurement period on May 31, 2005, the total cumulative return on our common stock over the 24-month period did not satisfy these criteria, and therefore, the Series B LLC as holder of the Series B OPPSs did not receive (for the indirect benefit of the Series B Participants as holders of interests in the Series B LLC) distributions and allocations of income and loss from United Dominion Realty, L.P. (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. As a result, the investment made by the holders of the Series B OPPSs was forfeited.

Series C Out-Performance Program

      In May 2005, the stockholders of United Dominion approved the Series C Out-Performance Program (the “Series C Program”) pursuant to which certain executive officers and other key employees of United Dominion (the “Series C Participants”) were given the opportunity to invest indirectly in United Dominion by purchasing interests in UDR Out-Performance III, LLC, a Delaware limited liability company (the “Series C LLC”), the only asset of which is a special class of partnership units of United Dominion Realty, L.P. (“Series C OPPSs”). The purchase price for the Series C OPPSs was determined by the Compensation Committee of United Dominion’s board of directors to be $750,000, assuming 100% participation, and was based upon the advice of an independent valuation expert. The Series C Program will measure the cumulative total return on our common stock over the 36-month period from June 1, 2005 to May 30, 2008.

      The Series C 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

12

UNITED DOMINION REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

cumulative amount of dividends paid plus share price appreciation during the measurement period is at least the equivalent of a 36% total return, or 12% annualized (“Minimum Return”).

      At the conclusion of the measurement period, if the total cumulative return on our common stock satisfies these criteria, the Series C LLC as holder of the Series C OPPSs will receive (for the indirect benefit of the Series C Participants as holders of interests in the Series C LLC) distributions and allocations of income and loss from United Dominion Realty, L.P. 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 Minimum Return (such excess being the “Excess Return”);

      ii. multiplying 2% of the Excess Return by United Dominion’s market capitalization (defined as the average number of shares outstanding over the 36-month period, including common stock, OP Units, and common stock equivalents) multiplied by the daily closing price of United Dominion’s common stock, up to a maximum of 1% 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.

      If, on the valuation date, the cumulative total return of United Dominion’s common stock does not meet the Minimum Return, then the Series C Participants will forfeit their entire initial investment.

Litigation and Legal Matters

      United Dominion is subject to various legal proceedings and claims arising in the ordinary course of business. United Dominion cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. United Dominion believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flow.

9. SUBSEQUENT EVENTS

      For the period from October 22, 2005 to November 3, 2005, we have repurchased 627,500 shares of our common stock under our stock repurchase program at an average share price of $21.62.

13

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.

      At September 30, 2005, our portfolio included 256 communities with 74,752 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					Nine Months Ended
	As of September 30, 2005									September 30, 2005					September 30, 2005
	Number of		Number of		Percentage of			Carrying		Average			Average Collections		Average			Average Collections
	Apartment		Apartment		Carrying			Value		Physical			per Occupied		Physical			per Occupied
	Communities		Homes		Value			(in thousands)		Occupancy			Home(a)		Occupancy			Home(a)
Southern California		26		7,017		19.7	%	$	1,057,466		94.0	%	$	1,234		93.6	%	$	1,170
Northern California		8		2,274		5.3	%		285,962		94.7	%		1,150		94.3	%		1,057
Metropolitan DC		8		2,532		4.8	%		258,568		93.5	%		1,003		93.8	%		994
Tampa, FL		12		4,314		4.7	%		252,495		93.5	%		793		94.5	%		787
Houston, TX		16		5,447		4.7	%		250,293		93.8	%		621		93.3	%		620
Orlando, FL		14		4,140		4.1	%		221,435		96.4	%		776		95.8	%		756
Raleigh, NC		11		3,663		4.0	%		215,941		93.1	%		645		93.6	%		644
Baltimore, MD		10		2,118		3.1	%		167,509		96.4	%		970		96.1	%		954
Columbus, OH		6		2,530		2.9	%		158,580		91.7	%		676		92.2	%		673
Nashville, TN		9		2,580		2.9	%		155,180		94.9	%		697		95.0	%		693
Richmond, VA		9		2,636		2.8	%		151,581		94.8	%		778		93.1	%		813
Monterey Peninsula, CA		7		1,568		2.6	%		139,726		93.6	%		917		92.2	%		913
Seattle, WA		7		1,859		2.6	%		138,157		92.6	%		785		93.3	%		691

14

											Three Months Ended					Nine Months Ended
		As of September 30, 2005									September 30, 2005					September 30, 2005
		Number of		Number of		Percentage of			Carrying		Average			Average Collections		Average			Average Collections
		Apartment		Apartment		Carrying			Value		Physical			per Occupied		Physical			per Occupied
		Communities		Homes		Value			(in thousands)		Occupancy			Home(a)		Occupancy			Home(a)
Phoenix, AZ			7		1,935		2.7	%		137,693		88.9	%		785		91.2	%		781
Greensboro, NC			8		2,123		2.0	%		109,047		91.3	%		583		93.7	%		581
Charlotte, NC			7		1,686		2.0	%		107,999		94.1	%		660		94.2	%		656
Arlington, TX			7		2,156		1.9	%		103,181		95.5	%		617		94.8	%		612
Jacksonville, FL			4		1,557		1.9	%		101,423		95.3	%		774		95.7	%		618
Denver, CO			3		1,484		1.8	%		99,634		92.2	%		623		91.7	%		632
Wilmington, NC			6		1,868		1.8	%		96,288		96.9	%		704		96.5	%		687
Dallas, TX			4		1,383		1.8	%		95,603		96.5	%		760		95.7	%		759
Portland, OR			6		1,485		1.8	%		94,415		87.1	%		683		90.0	%		694
Austin, TX			5		1,425		1.6	%		82,652		96.1	%		658		95.6	%		647
Atlanta, GA			6		1,426		1.4	%		77,059		91.4	%		620		92.0	%		620
Columbia, SC			6		1,584		1.3	%		67,014		96.7	%		617		95.4	%		609
Norfolk, VA			6		1,438		1.2	%		66,078		95.7	%		830		95.4	%		816
Other Southwestern			10		3,676		3.7	%		199,058		95.2	%		647		94.9	%		645
Other Florida			6		1,737		2.2	%		119,439		96.0	%		841		96.1	%		825
Other North Carolina			8		1,893		1.5	%		79,885		93.2	%		619		93.6	%		622
Other Mid-Atlantic			6		1,156		1.1	%		59,241		94.9	%		856		95.1	%		840
Other Virginia			3		820		0.9	%		48,385		94.6	%		1,001		93.6	%		972
Other Southeastern			2		798		0.8	%		41,239		94.9	%		516		95.0	%		511
Other Midwestern			3		444		0.4	%		23,870		92.3	%		686		93.2	%		693
Real Estate Under Development			—		—		1.5	%		79,106		—			—		—			—
Land			—		—		0.5	%		27,900		—			—		—			—
	Total		256		74,752		100.0	%	$	5,369,102		94.0	%	$	790		94.1	%	$	770

(a) Average Collections per Occupied Home represents net rental income plus fee income, excluding utility reimbursements, divided by occupancy and multiplied by the number of apartment homes.

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 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, the disposition of condominiums, 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.

15

      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 third quarter of 2005, we completed one financing activity under our $1.5 billion shelf registration statement. This activity is summarized in the section titled “Financing Activities” below. As of September 30, 2005, approximately $0.9 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 nine months ended September 30, 2005.

Future Capital Needs

      Future development expenditures are expected to be funded with proceeds from the sale of property, with construction loans, through joint ventures 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 $1.5 million of secured debt and $49.9 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 “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 nine months ended September 30, 2005, our cash flow provided by operating activities was $170.5 million compared to $173.9 million for the same period in 2004. The slight decrease in cash flow

16

from operating activities resulted primarily from a $31.4 million increase in interest expense and a $1.6 million net increase in operating assets/liabilities for the period that was offset by a $30.0 million increase in property operating income from our apartment community portfolio (see discussion under “Apartment Community Operations”).

Investing Activities

      For the nine months ended September 30, 2005, net cash used in investing activities was $177.8 million compared to $318.7 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 nine months ended September 30, 2005, we acquired five apartment communities with 2,021 apartment homes and one parcel of land. 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 nine months of 2005, we spent $96.9 million or $1,270 per home on capital expenditures for all of our communities, excluding development and commercial properties. 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 $29.3 million or $383 per home. In addition, revenue enhancing capital expenditures, kitchen and bath upgrades, and other extensive interior upgrades totaled $56.3 million or $739 per home and major renovations totaled $11.3 million or $148 per home for the nine months ended September 30, 2005.

17

      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:

		Nine Months Ended September 30,						Nine Months Ended September 30,
		(dollars in thousands)						(per home)
		2005		2004		% Change		2005		2004		% Change
Turnover capital expenditures		$	14,263	$	12,745		11.9%	$	187	$	168		11.3%
Other recurring capital expenditures			14,972		12,897		16.1%		196		170		15.3%
	Total recurring capital expenditures		29,235		25,642		14.0%		383		338		13.3%
Revenue enhancing improvements			56,311		25,322		122.4%		739		334		121.3%
Major renovations			11,312		313		3514.1%		148		5		2860.0%
	Total capital improvements	$	96,858	$	51,277		88.9%	$	1,270	$	677		87.9%
Repair and maintenance		$	33,365	$	31,400		6.3%	$	438	$	414		5.8%
	Total expenditures	$	130,223	$	82,677		57.5%	$	1,708	$	1,091		56.7%

      Total capital improvements increased $45.6 million or $593 per home for the nine months ended September 30, 2005 compared to the same period in 2004. This increase was attributable to $11.0 million of major renovations at certain of our properties. These renovations may include the re-wiring and/or re-plumbing of an entire building as well as major structural changes and/or architectural revisions to existing buildings. The increase was also attributable to an additional $31.0 million being invested in revenue enhancing improvements. 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 nine months ended September 30, 2005, we invested approximately $35.0 million on development projects, an increase of $21.6 million from $13.4 million for the same period in 2004.

      The following projects were under development as of September 30, 2005:

	Number of		Completed		Cost to		Budgeted		Estimated		Expected
	Apartment		Apartment		Date		Cost		Cost Per		Completion
	Homes		Homes		(In thousands)		(In thousands)		Home		Date
Verano at Town Square Rancho Cucamonga, CA		414		—	$	47,974	$	66,300	$	160,100		1Q06
Mandalay on the Lake Irving, TX		369		—		22,390		30,900		83,700		2Q06
2000 Post Phase III San Francisco, CA		24		—		3,408		9,000		375,000		2Q06
Ridgeview Plano, TX		225		—		4,312		18,000		80,000		3Q06
Lincoln Towne Square — Phase II Plano, TX		303		—		2,959		21,000		69,300		3Q07
		1,335		—	$	81,043	$	145,200	$	108,800

      In addition, we own five parcels of land that we continue to hold for future development that had a carrying value at September 30, 2005 of $21.9 million.

18

Disposition of Investments

      For the nine months ended September 30, 2005, United Dominion sold 21 communities with 6,002 apartment homes and 102 condominiums from three communities with a total of 313 condominiums for a gross consideration of $340.3 million. In addition, we sold one parcel of land for $0.9 million. We recognized gains for financial reporting purposes of $66.7 million on these sales. Proceeds from the sales were used primarily to reduce debt and acquire additional communities. In connection with our third quarter portfolio sale of ten communities in Texas and North Carolina, we received short-term notes of $124.7 million. These notes have maturities ranging from September 2005 to July 2006. As of September 30, 2005, the outstanding balance on these notes was $90.9 million, bearing interest at 6.75%.

      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 nine months ended September 30, 2005, was $4.9 million compared to $141.9 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 nine months ended September 30, 2005:

•  Repaid $132.8 million of secured debt and $21.1 million of unsecured debt, and incurred $8.5 million in prepayment penalties.

•  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 will 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.

•  Sold $50 million aggregate principal amount of 5.25% senior unsecured notes due January 2015 in May 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 May 2005 issuance of these notes brought the aggregate principal amount of the 5.25% senior unsecured notes to $250 million. The net proceeds of approximately $50 million were used for debt repayment and to fund the acquisition of apartment communities.

19

•  Amended and restated our $500 million unsecured revolving credit facility and extended the term an additional two years. The credit facility matures on May 31, 2008, and, at United Dominion’s option, can be extended for an additional year. United Dominion has the right to increase the credit facility to $750 million if the initial lenders increase their commitments or we receive commitments from additional lenders. Based on United Dominion’s current credit ratings, the credit facility bears interest at a rate equal to LIBOR plus 57.5 basis points, which represents a 12.5 basis point reduction to the previous unsecured revolver, and the facility fee was reduced from 20 basis points to 15 basis points. Under a competitive bid feature and for so long as United Dominion maintains an Investment Grade Rating, United Dominion has the right to bid out 100% of the commitment amount.

•  Elected to convert a $75 million variable rate debt facility to a fixed rate of 4.86% in May 2005. The rate, currently at 4.33%, will float until December 1, 2005, and then convert to a 7-year fixed rate of 4.86%.

•  Sold $100 million aggregate principal amount of 5.25% medium-term notes due January 2016 in September 2005 under our medium-term note program. The net proceeds of approximately $100 million were used for debt repayment.

Credit Facilities

      We have four secured revolving credit facilities with Fannie Mae with an aggregate commitment of $860 million. As of September 30, 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 4.2%.

      We have a $500 million unsecured revolving credit facility that matures in May 2008, and, at United Dominion’s option, can be extended an additional year. United Dominion has the right to increase the credit facility to $750 million under certain circumstances. Based on our current credit ratings, the credit facility bears interest at a rate equal to LIBOR plus 57.5 basis points. As of September 30, 2005, $313.1 million was outstanding under the credit facility leaving $186.9 million of unused capacity.

      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
	September 30, 2005			December 31, 2004
Total line of credit	$	500,000		$	500,000
Borrowings outstanding at end of period		313,100			278,100
Weighted average daily borrowings during the period		360,313			127,665
Maximum daily borrowings outstanding during the period		428,900			356,500
Weighted average interest rate during the period		3.8	%		2.0	%
Weighted average interest rate at end of period		4.1	%		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

20

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.

21

      The following table outlines our FFO calculation and reconciliation to generally accepted accounting principles for the three and nine months ended September 30, (dollars and shares in thousands):

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2005			2004			2005			2004
Net income		$	15,135		$	27,816		$	82,518		$	71,638
Adjustments:
	Distributions to preferred stockholders		(3,842	)		(5,094	)		(11,527	)		(15,271	)
	Real estate depreciation and amortization		52,791			40,567			153,810			116,556
	Minority interests of unitholders in operating partnership		(55	)		(223	)		161			33
	Real estate depreciation related to unconsolidated entities		84			70			220			207
Discontinued Operations:
	Real estate depreciation		234			3,919			2,636			14,076
	Minority interests of unitholders in operating partnership		743			1,652			4,248			3,480
	Net gains on sales of depreciable property		(12,851	)		(20,220	)		(66,657	)		(35,239	)
	Net incremental gains on the sale of condominium homes		5,320			—			7,650			—
Funds from operations — basic		$	57,559		$	48,487		$	173,059		$	155,480
	Distributions to preferred stockholders — Series D and E (Convertible)		931			2,183			2,794			6,538
Funds from operations — diluted		$	58,490		$	50,670		$	175,853		$	162,018
Weighted average number of common shares and OP Units outstanding — basic			144,896			135,859			144,741			135,781
Weighted average number of common shares, OP Units, and common stock equivalents outstanding — diluted			150,473			145,168			150,299			145,038

      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 and nine months ended September 30, 2004, distributions to preferred stockholders exclude $1.6 million and $4.7 million related to premiums on preferred stock conversions.

      Net incremental gains on the sale of condominiums is defined as net sales proceeds less a tax provision and the gross investment basis of the asset before accumulated depreciation. We consider FFO with gains/losses on the sale of condominiums 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.

22

      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 and nine months ended September 30, (shares in thousands):

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2005			2004			2005			2004
Weighted average number of common shares and OP units outstanding — basic			144,896			135,859			144,741			135,781
Weighted average number of OP units outstanding			(8,504	)		(8,677	)		(8,510	)		(8,682	)
	Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations		136,392			127,182			136,231			127,099
Weighted average number of common shares, OP units, and common stock equivalents outstanding — diluted			150,473			145,168			150,299			145,038
Weighted average number of OP units outstanding			(8,504	)		(8,677	)		(8,510	)		(8,682	)
Weighted average incremental shares from assumed conversion of stock options			(857	)		(925	)		—			—
Weighted average incremental shares from unvested restricted stock			(125	)		(91	)		—			—
Weighted average number of Series A OPPSs outstanding			(1,791	)		(1,791	)		(1,791	)		(1,791	)
Weighted average number of Series D preferred shares outstanding			—			(3,077	)		—			(3,077	)
Weighted average number of Series E preferred shares outstanding			(2,804	)		(3,425	)		(2,804	)		(3,425	)
	Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations		136,392			127,182			137,194			128,063

      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 and nine months ended September 30, (dollars in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net cash provided by operating activities	$	59,758		$	67,176		$	170,460		$	173,937
Net cash used in investing activities		(116,816	)		(201,932	)		(177,821	)		(318,667	)
Net cash provided by financing activities		56,371			135,988			4,937			141,894

Results of Operations

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

23

Net Income Available to Common Stockholders

      Net income available to common stockholders was $11.3 million ($0.08 per diluted share) for the three months ended September 30, 2005, compared to $21.2 million ($0.17 per diluted share) for the same period in the prior year. The decrease for the three months ended September 30, 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:

•  an $11.4 million increase in interest expense,

•  an $8.5 million increase in real estate depreciation and amortization expense,

•  $7.4 million less in gains recognized from the sale of depreciable property, and

•  a $1.1 million increase in general and administrative expenses.

      These decreases in income were partially offset by a $7.8 million increase in apartment community operating results, a $1.6 million decrease in premiums paid on preferred stock conversions, a $1.5 million increase in non-property income, a $1.3 million decrease in preferred stock distributions, and an $0.8 million decrease in minority interest expense during the third quarter of 2005 when compared to the same period in 2004. In addition, a charge of $5.5 million for hurricane related expenses was recorded in the third quarter of 2004.

      Net income available to common stockholders was $71.0 million ($0.52 per diluted share) for the nine months ended September 30, 2005, compared to $51.7 million ($0.40 per diluted share) for the same period in the prior year. The increase for the nine months ended September 30, 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:

•  $31.4 million more in gains recognized from the sale of depreciable property,

•  a $30.0 million increase in apartment community operating results,

•  a $13.1 million increase in non-property income,

•  a $5.5 million charge recorded for hurricane related expense in 2004,

•  a $4.7 million decrease in premiums paid on preferred stock conversions, and

•  $3.7 million less in preferred stock distributions.

      These increases in income were partially offset by a $31.4 million increase in interest expense, a $25.8 million increase in real estate depreciation and amortization expense, an $8.5 million increase in losses on early debt retirement, and a $3.6 million increase in general and administrative expenses during the first nine months of 2005 when compared to the same period in 2004.

24

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 each of the periods presented, (dollars in thousands):

	Three Months Ended September 30,								Nine Months Ended September 30,
	2005			2004			% Change		2005			2004			% Change
Property rental income	$	173,175		$	160,399			8.0%	$	522,840		$	478,482			9.3%
Property operating expense*		(67,870	)		(62,864	)		8.0%		(201,048	)		(186,725	)		7.7%
Property operating income	$	105,305		$	97,535			8.0%	$	321,792		$	291,757			10.3%
Weighted average number of homes		74,335			76,149			-2.4%		76,501			76,222			0.4%
Physical occupancy**		94.0	%		93.9	%		0.1%		94.1	%		93.5	%		0.6%

*  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 periods presented, (dollars in thousands):

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2005			2004			2005			2004
Property operating income		$	105,305		$	97,535		$	321,792		$	291,757
Commercial operating income			364			103			1,945			318
Non-property income			2,319			805			15,290			2,211
Real estate depreciation and amortization			(53,732	)		(45,331	)		(158,504	)		(133,278	)
Interest			(41,331	)		(29,977	)		(119,562	)		(88,179	)
Loss on early debt retirement			—			—			(8,482	)		—
Hurricane related expenses			—			(5,503	)		—			(5,503	)
General and administrative and property management			(9,684	)		(8,266	)		(31,250	)		(26,398	)
Other operating expenses			(291	)		(289	)		(870	)		(850	)
Net gain on sale of depreciable property			12,851			20,220			66,657			35,239
Minority interests			(666	)		(1,481	)		(4,498	)		(3,679	)
	Net income per the Consolidated Statement of Operations	$	15,135		$	27,816		$	82,518		$	71,638

Same Communities

      Our same communities (those communities acquired, developed, and stabilized prior to June 30, 2004 and held on September 30, 2005, which consisted of 59,248 apartment homes) provided 73% of our property operating income for the nine months ended September 30, 2005.

      For the third quarter of 2005, same community property operating income increased 2.3% or $1.9 million compared to the same period in 2004. The increase in property operating income was primarily attributable to a 4.1% or $5.5 million increase in revenues from rental and other income that was offset by a 6.9% or $3.6 million increase in operating expenses. The increase in revenues from rental and other income was primarily driven by a 2.4% or $3.4 million increase in rental rates, an 18% or $0.7 million decrease in concession expense, a 5.8% or $0.5 million decrease in vacancy loss, and an 8.5%

25

or $0.8 million increase in utility reimbursement income and fee income. Physical occupancy increased 0.4% to 94.6%.

      The increase in property operating expenses was primarily driven by a 58.7% or $1.1 million increase in insurance costs, a 6.3% or $0.8 million increase in real estate taxes, a 3.4% or $0.5 million increase in personnel costs, an 8.1% or $0.4 million increase in administrative and marketing costs, a 3.6% or $0.3 million increase in repair and maintenance costs, a 62.3% or $0.3 million increase in incentive compensation expense, and a 2.0% or $0.2 million increase in utility expense.

      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) decreased 1.0% to 60.6%.

      For the nine months ended September 30, 2005, same community property operating income increased 3.0% or $7.0 million compared to the same period in 2004. The increase in property operating income was primarily attributable to a 3.3% or $12.2 million increase in revenues from rental and other income that was offset by a 3.7% or $5.2 million increase in operating expenses. The increase in revenues from rental and other income was primarily driven by a 1.7% or $6.6 million increase in rental rates, an 8.1% or $2.0 million decrease in vacancy loss, a 17.2% or $1.8 million decrease in concession expense, a 14.0% or $0.2 million decrease in bad debt, and a 6.4% or $1.7 million increase in utility reimbursement income and fee income. Physical occupancy increased 0.6% to 94.4%.

      The increase in property operating expenses was primarily driven by a 4.1% or $1.6 million increase in personnel costs, a 3.1% or $1.1 million increase in real estate taxes, a 6.0% or $0.8 million increase in administrative and marketing costs, a 72.6% or $0.7 million increase in incentive compensation, a 1.6% or $0.4 million increase in utilities expenses, a 1.0% or $0.3 million increase in repair and maintenance costs, and a 2.8% or $0.2 million increase in insurance costs.

      As a result of the percentage changes in property rental income and property operating expenses, the operating margin decreased 0.2% to 61.4%.

Non-Mature Communities

      The remaining 27% of our property operating income during the first nine months of 2005 was generated from communities that we classify as “non-mature communities” (primarily those communities acquired or developed in 2004 and 2005, sold properties, and those properties classified as real estate held for disposition). The 38 communities with 11,914 apartment homes that we acquired in the fourth quarter of 2003, and in 2004 and 2005 provided $62.4 million of property operating income. The 21 communities with 6,002 apartment homes and 64 condominiums sold during the first nine months of 2005 provided $8.1 million of property operating income. In addition, our development communities, which included 178 apartment homes constructed since January 1, 2003, provided $0.7 million of property operating income during 2005, the one community with 350 apartment homes and two communities with a total of 187 condominiums classified as real estate held for disposition provided $2.4 million of property operating income, and other non-mature communities provided $12.3 million of property operating income for the nine months ended September 30, 2005.

Real Estate Depreciation and Amortization

      For the three and nine months ended September 30, 2005, real estate depreciation and amortization on both continuing and discontinued operations increased 19.2% or $8.5 million and 19.8% or $25.8 million, respectively, compared to the same period in 2004, primarily due to the overall increase in the weighted average number of apartment homes, the significant increase in per home acquisition cost compared to the existing portfolio, and other capital expenditures.

Interest Expense

      For the three months ended September 30, 2005, interest expense on both continuing and discontinued operations increased 37.9% or $11.4 million from the same period in 2004 primarily due to

26

the issuance of debt. For the three months ended September 30, 2005, the weighted average amount of debt outstanding increased 30.6% or $0.7 billion compared to the same period in 2004 and the weighted average interest rate increased from 4.8% to 5.3% during 2005. The weighted average amount of debt outstanding during 2005 is higher than 2004 as acquisition costs in 2004 and in 2005 have been funded, in most part, by the issuance of debt. The increase in the weighted average interest rate during 2005 reflects short-term bank borrowings and variable rate debt that had higher interest rates when compared to the prior year.

      For the nine months ended September 30, 2005, interest expense on both continuing and discontinued operations increased 35.6% or $31.4 million from the same period in 2004 primarily due to the issuance of debt. For the nine months ended September 30, 2005, the weighted average amount of debt outstanding increased 30.9% or $0.7 billion compared to the same period in 2004 and the weighted average interest rate increased from 4.9% to 5.2% during 2005. The weighted average amount of debt outstanding during 2005 is higher than 2004 as acquisition costs in 2004 and in 2005 have been funded, in most part, by the issuance of debt. The increase in the weighted average interest rate during 2005 reflects short-term bank borrowings and variable rate debt that had higher interest rates when compared to the prior year.

General and Administrative

      For the three months ended September 30, 2005, general and administrative expenses increased $1.1 million or 27.5% compared to the same period in 2004. This increase was primarily due to an increase in personnel and incentive compensation expense of $0.4 million or 8.4% and $0.3 million related to an operating lease on an airplane. For the nine months ended September 30, 2005, general and administrative expenses increased $3.6 million or 27.1% over the comparable period in 2004 primarily as a result of an increase in personnel and incentive compensation costs.

Gains on Sales of Land and Depreciable Property

      For the three and nine months ended September 30, 2005, we recognized gains for financial reporting purposes of $12.9 million and $66.7 million compared to $20.2 million and $35.2 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.

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,

27

•  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

•  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 September 30, 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 September 30, 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 September 30, 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.

28

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.

29

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 September 30, 2005, we had 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 September 30, 2005.

      Between October 22, 2005 and November 3, 2005 we repurchased an additional 627,500 shares of our common stock under our repurchase program at an average purchase price per share of $21.62.

						Total Number		Maximum
						of Shares		Number of
						Purchased as		Shares that
						Part of Publicly		May Yet Be
		Total Number		Average		Announced		Purchased
		of Shares		Price Per		Plans or		Under the Plans
Period		Purchased		Share		Programs		or Programs
July 1, 2005 through July 31, 2005			0		N/A		0		2,250,237
August 1, 2005 through August 31, 2005			0		N/A		0		2,250,237
September 1, 2005 through September 30, 2005			0		N/A		0		2,250,237
	Total		0		N/A		0		2,250,237

Item 5. OTHER INFORMATION

      On November 7, 2005, we entered into an agreement with Thomas W. Toomey, our Chief Executive Officer and President, which sets forth the terms and conditions of Mr. Toomey’s lease of our corporate aircraft. A copy of our agreement with Mr. Toomey setting forth the amount Mr. Toomey will pay us if he leases our corporate aircraft, and other terms and conditions, is attached to this Report as Exhibit 10.1 and is incorporated by reference in this Item 5.

Item 6. EXHIBITS

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

30

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: November 9, 2005	/s/ Christopher D. Genry Christopher D. Genry Executive Vice President — Corporate Strategy and Chief Financial Officer
Date: November 9, 2005	/s/ Scott A. Shanaberger Scott A. Shanaberger Senior Vice President and Chief Accounting Officer

31

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).
	2	.3	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 July 27, 2005 (incorporated by reference to Exhibit 2.03 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 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 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	.3	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	.4	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 (see Exhibit 2.2).
	3	.5	Articles Supplementary filed with the State Department of Assessments and Taxation of the State of Maryland on May 4, 2005 (incorporated by reference to Exhibit 3.05 to the Company’s Current Report on Form 8-K dated May 3, 2005 and filed with the Commission on May 9, 2005, Commission File No. 1-10524).
	3	.6	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 July 27, 2005 (see Exhibit 2.3).
	3	.7	Articles of Amendment filed with the State Department of Assessments and Taxation of the State of Maryland on July 27, 2005 (incorporated by reference to Exhibit 3.07 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 2005, Commission File No. 1-10524).
	3	.8	Articles Supplementary filed with the State Department of Assessments and Taxation of the State of Maryland on July 28, 2005 (incorporated by reference to Exhibit 3.08 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 2005, Commission File No. 1-10524).
	3	.9	Articles of Restatement filed with the State Department of Assessments and Taxation of the State of Maryland on July 29, 2005 (incorporated by reference to Exhibit 3.09 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 2005, Commission File No. 1-10524).
	4	.1	5.25% Medium-Term Note due January 15, 2016, issued September 7, 2005.
	10	.1	Agreement between the Company and Thomas W. Toomey dated November 7, 2005, regarding corporate aircraft.
	12		Computation of Ratio of Earnings to Fixed Charges.

Exhibit No.			Description
	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.