8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): May 31, 2007

UDR, INC.

(Exact name of registrant as specified in its charter)

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

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129
(Address of principal executive offices)(Zip Code)

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

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

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

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

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

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

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Lester C. Boeckel, the Senior Vice President-Condominiums of UDR, Inc. (the “Company”), resigned from that position effective May 31, 2007. His last day of employment with the Company was the effective date of his resignation. Mr. Boeckel was listed as a “named executive officer” in the Company’s definitive proxy statement dated March 26, 2007. A copy of the letter agreement dated May 31, 2007, between Mr. Boeckel and the Company relating to the terms of his departure is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

ITEM 7.01. Regulation FD Disclosure.

     The information included as Exhibit 99.1 to this report will be made available to investors beginning June 4, 2007.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement dated May 31, 2007 between the Company and Lester C. Boeckel.
99.1	Presentation Materials

Signatures

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

	UDR, INC.
Date: June 4, 2007	/s/ David L. Messenger
	David L. Messenger
	Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement dated May 31, 2007 between the Company and Lester C. Boeckel.
99.1	Presentation Materials

EX-10.1

EXHIBIT 10.1

UDR, Inc.
1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129

May 31, 2007

Lester C. Boeckel
10461 E. Prentice Avenue
Englewood, CO 80111

Re: Separation of Employment from UDR, Inc.

Dear Les:

As we have discussed, your employment with UDR, Inc. (the “Company”) will end effective May 31, 2007 (the “Separation Date”). This letter (this “Letter Agreement”) reflects our agreement with respect to the separation of your employment with the Company.

1.      Last Day of Employment. Your last day of employment with the Company will be May 31, 2007.

2.      Vacation Pay. You will be paid an amount equal to all accrued but unused vacation up to May 31, 2007. You are entitled to payment of all accrued but unused vacation whether or not you sign this Letter Agreement. You will not be entitled to use sick leave, salary continuation or disability benefits after the Separation Date.

3.      Consideration. In consideration for signing this Letter Agreement the Company agrees, on the date that this Letter Agreement becomes effective or enforceable as set forth in Section 7 hereof:

     (a)      You will continue to be paid your base salary ($205,000 annually), less all required withholdings, in accordance with the Company’s payroll policies, through December 31, 2007.

     (b)      You may continue to participate in the Company’s group health insurance plans at the same coverage levels as immediately prior to the Separation Date. Coverage will continue through the Consolidated Omnibus Budget Reconciliation Act of 1985 until the first to occur of (i) three (3) years from the Separation Date or (ii) your employment by a third party (a third party shall not be deemed to include an entity of which all of the outstanding capital stock or ownership interests are owned by you ) or (iii) you default in the payment of or no longer

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continue to pay your portion of the premiums (the “Severance Period”). During the Severance Period, the Company shall continue to pay its portion of the premiums and you will pay your portion of the premiums.

     (c)      Subject to approval by the Compensation Committee of the Board of Directors, to cause 4,469 unvested shares of the Company’s restricted common stock issued to you under the Company’s 1999 Long-Term Incentive Plan to vest as of the date this Letter Agreement becomes effective or enforceable as set forth in Section 7 hereof.

4.      Other Benefits. Except as provided explicitly in this Letter Agreement, you shall not be entitled to any other or further benefits from Company, including, without limitation, participation in health and dental insurance plans, disability and life insurance plans, stock plans, 401(k) plans, and profit sharing plans.

5.      Expenses. Your expense report for expenses incurred through the Separation Date must be received within three business days after the Separation Date. You will be reimbursed for expenses incurred through the Separation Date in accordance with ordinary Company reimbursement practices and policies. If a final accounting of these new expenditures indicates that you owe the Company any amount (e.g., for charges to Company accounts) after your expense reports have been processed, you must pay such amount within three days after the Separation Date.

6.      Company Property. You acknowledge that you have returned to the Company all proprietary Company documents (including copies) and property which you may possess, including, but not limited to, the following proprietary information of the Company: files, memoranda, notes, computer-recorded information, personnel records (except copies of any agreements you may have signed with the Company), equipment, materials, keys, entry cards, identification, credit cards, and any other materials of any kind that embodies any confidential or proprietary information of the Company (and all reproductions thereof).

7.      Revocation. You understand that you have twenty-one (21) days to consider the preclusive effect of this Letter Agreement prior to executing this Letter Agreement. You further understand that you may revoke this Letter Agreement for a period of seven (7) days following your execution of this Letter Agreement. Any revocation within this period must be submitted, in writing, to: the Company, c/o W. Mark Wallis, Senior Executive Vice President, and state, “I hereby revoke my acceptance of the Letter Agreement.” The revocation must be mailed to the Company, c/o W. Mark Wallis, Senior Executive Vice President, or his designee, and postmarked within seven (7) days of execution of this Letter Agreement. This Letter Agreement shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado.

8.      General Release of Claim and Covenant Not to Sue.

     (a)      In consideration of the benefits provided to you under this Letter Agreement, and except for the obligations created by this Letter Agreement, you knowingly and voluntarily

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release and forever discharge the Company and its affiliates, as well as their respective officers, directors, employees, stockholders, agents, attorneys, insurers, representatives, assigns and successors, past and present, and each of them (hereinafter together and collectively referred to as the “Released Parties”) of, with respect to and from any and all actions, and claims of any kind, known and unknown, suspected or unsuspected, against the Released Parties, which you, your heirs, executors, administrators, successors, and assigns (together and collectively “Executive”) have or may have as of the date of execution of this Letter Agreement, including, but not limited to, any alleged violation of:

          The National Labor Relations Act, as amended;

          Title VII of the Civil Rights Act of 1964, as amended;

          Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

          The Employee Retirement Income Security Act of 1974, as amended;

          The Immigration Reform Control Act, as amended;

          The Americans with Disability Act of 1990, as amended;

          The Age Discrimination in Employment Act of 1967, as amended;

          The Fair Labor Standards Act, as amended;

          The Occupational Safety and Health Act, as amended;

          The Equal Pay Act;

          The Family and Medical Leave Act of 1993;

          all Colorado laws concerning the workplace;

any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; based upon any covenant of good faith and fair dealing, implied or express contract, wrongful discharge, promissory estoppel, equitable estoppel, employee benefit, violation of public policy, negligent or intentional infliction of emotional distress, defamation, false light, compelled self-publication, fraud, misrepresentation, invasion of privacy, assault, battery, tortious interference with a contract, tortious interference with a business relationship or economic interest, negligent retention, negligent hiring, negligent supervision, negligence, negligent misrepresentation, gross negligence, loss of consortium, equity or any intentional or other tort; and/or

          (i)      Arising out of the Released Parties’ personnel practices, policies, or procedures; and

          (ii)      Arising out of or relating to Executive’s employment or the initiation, existence or cessation of Executive’s employment with the Released Parties, including any

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claims for salary, wages, severance pay, vacation pay, sick pay, bonuses, and any other compensation or benefit of any nature; and

          (iii)      Arising out of any statements or representations to or about Executive; and

          (iv)      Arising out of any other wrong, injury or loss allegedly suffered by Executive; and

any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters (collectively the “Released Claims”).

You shall not sue or initiate against the Released Parties any action or proceeding, or participate in the same, individually or as a member of a class, under any contract (express or implied), or any federal, state or local law, statute or regulation pertaining in any manner to the Released Claims.

     (b)      Except for the obligations created by this Letter Agreement, the Released Parties hereby covenant not to sue and release and forever discharge you from any and all claims, known and unknown, which the Release Parties have or may have against you, including all claims arising from your position as Senior Vice President — Condominiums or as an employee of the Company or its subsidiaries or affiliates and the termination of that relationship (and specifically including any and all claims related to prior promises or contracts of employment), as of the date of this Letter Agreement; provided, however, the Released Parties do not release you with respect to claims arising out of or relating to fraud, gross negligence or willful misconduct.

     (c)      You will continue to be entitled to indemnification for the period during which you were employed as an officer of the Company pursuant to the provisions of Section 7.1 of the Company’s Amended and Restated Bylaws dated March 14, 2007.

9.      No Claims Exist. You confirm that no claim, charge, complaint, or action exists pertaining in any manner to the Released Claims in any forum or form. In the event that any such claim, charge, complaint or action is filed, you shall not be entitled to recover any relief or recovery therefrom, including costs and attorney’s fees.

10.      Non-Disparagement. You agree not to make any negative, disparaging, disruptive or damaging statements, comments or remarks to any third party concerning the Company and its business. In response to inquiries about you from individuals inside or outside of the Company, the Company’s official response shall be to provide our standard reference information of dates of employment and title or that “Mr. Boeckel resigned.”

11.      Assistance. In partial consideration for your receipt of the benefits provided to you by the Company under this Letter Agreement, to which you are not otherwise entitled, you agree to provide reasonable assistance related to transition matters to the Company and/or its employees through the Separation Date.

12.      Confidentiality. You acknowledge that you have been exposed to and have learned a substantial amount of information, which is proprietary and confidential to the Company,

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whether or not you developed or created such information. You acknowledge that such proprietary and confidential information may include, but is not limited to, trade secrets; acquisition or merger information; advertising and promotional programs; resource or developmental projects; plans or strategies for future business development; financial or statistical data; customer information, including, but not limited to, customer lists, sales records, account records, sales and marketing programs, pricing matters, and strategies and reports; and any Company manuals, forms, techniques, and other business procedures or methods, devices, computer software or matters of any kind relating to or with respect to any confidential program or projects of the Company, or any other information of a similar nature made available to you and not known in the trade in which the Company is engaged, which, if misused or disclosed, could adversely affect the business or standing of the Company (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known or generally available to the public through no fault of your own. You agree that except as required by court order, you will not at any time divulge to any person, agency, institution, the Company or other entity any information which you know or has reason to believe is proprietary or confidential to the Company, including but not limited to the types of information described above, or use such information to the competitive disadvantage of the Company. You agree that your duties and obligations under this Section 12 will continue until the later of twelve (12) months after the Separation Date, or as long as the Confidential Information remains proprietary or confidential to the Company.

13.      Non-Solicitation. As further consideration for the benefits provided in this Letter Agreement for a period terminating one (1) year from the Separation Date, you agree not to directly or indirectly solicit for employment any person employed by the Company or its affiliates.

14.      Joint Preparation of Agreement. This Letter Agreement is deemed to have been drafted jointly by the parties. In any interpretation of this Letter Agreement, the provisions of this Letter Agreement shall not be interpreted or construed against any party on the basis that the party was the drafter.

15.      Severability. If any provision of this Letter Agreement is determined to be invalid or unenforceable, in whole or in part, such determination will not affect any other provision of this Letter Agreement. For example, if the release of a particular claim is held by a court to be invalid or unenforceable, such ruling will not affect the releases of any other claims.

16.      Entire Agreement. This Letter Agreement contains the entire agreement between you and the Company and is the complete, final and exclusive embodiment of our agreement with regard to the subject matter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it may not be modified except in writing signed by you and an officer of the Company.

17.      Governing Law. This Letter Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado, as applied to contracts made and performed entirely within the State of Colorado.

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Please sign and return this Letter Agreement to me, keeping a copy for yourself. Our sincerest wishes in your future endeavors.

Sincerely,

UDR, Inc.

/s/ W. Mark Wallis
W. Mark Wallis
Senior Executive Vice President
Accepted and Agreed:
Date:	May 31, 2007	By:	/s/ Lester C. Boeckel
			Lester C. Boeckel

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EX-99.1

Exhibit 99.1

Highlights 4th largest apartment REIT Approximately 70,000 apartment homes $8.1 billion total market cap Portfolio positioned to capture job growth and demographic trends Current topics Continued strength in apartment market fundamentals Sustainable rent growth Portfolio positioned to benefit from strong job growth, low housing affordability Expect 57% of 2007 NOI will be generated in California, Texas and the DC corridor. Focus on technology to improve customer service and reduce costs Redesigned website to launch in June Implementing YieldstarTM revenue management software 5-year goal is to generate 90% of leases on line and process 100% of rent payments electronically Will implement resident portal for on line service requests UDR, Inc. (NYSE: UDR), has a demonstrated history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted US markets. At a Glance Current Stock Price (May 31): $30.36 52-Week Range: $25.50 - $34.10 2007 Indicated Dividend/Yield: $1.32/4.4% Institutional Ownership: 77.3% Insider Ownership: 6.0% Garden Wrap Podium Mixed Use Mid Rise High Rise NAREIT Conference June 5-6, 2007 Compelling Value Creation Strategies RE3 includes development, redevelopment, land entitlement, lease-up, etc. Development pipeline totals $2.3B (3/31/07) D evelopments in process: 3,388 homes, $678M F uture development pipeline: 6,582 homes, $1.6B V alue creation of $3.00 to $4.50 per share Redevelopment pipeline totals $373M (3/31/07) 2 communities completed, 936 homes C urrent annualized NOI: $6.6M, up 63% from pre- renovated NOI 8 ..6% return 1 1 communities underway, 3,358 homes E xpect 72% growth in post-renovated NOI to $29.6M E xpected stabilized returns of 8% to 10% V alue creation of $225 - $250 million or >$1.50 per share

2007 Community Acquisitions/Dispositions Location # of Homes $millions Acquisitions: Bellevue, WA 166 $58.0 Bellevue, WA 71 31.0 Washington D.C. 171 65.6 Total 408 $156.4 Dispositions: Colton, CA 208 $25.7 Seattle, WA 267 29.1 Total 475 $54.8 Sales Pending: Denver 884 TBD Atlanta 1,426 TBD Texas JV 3,992 $370 - 400 Total 6,302 TBD TBD: To be Determined "Research-driven" incorporates rigorous analysis to measure 2 key factors and determine when and where we invest: Low home affordability index Favorable demand/supply ratio for multi-family housing (demographic trends are favorable & job growth expectations are high) Andover Place Washington, D.C. 989 Elements Bellevue, WA Grand Terrace Coulton, CA The Beaumont Seattle, WA Sold Bought Kitchen/Bath Program Targeting 8% to 10% Stabilized ROI 15,000 Completed; > 20,000 in Pipeline Expect to complete 500 per month during 2007 Absorbing $0.02 per share in annual dilution from homes out of service Value created: $8,000 - $12,000 per home Full Community Redevelopment 2 communities completed, 11 communities underway - - 4,294 total homes $184 budgeted cost; $373 total investment Targeting 10% stabilized ROI Absorbing $0.07 per share in annual dilution from homes out of service $225 - $250 million in estimated value creation or >$1.50 per share Redevelopment: Before After Before After

Total Development Pipeline at 3/31/07 # of Homes Budgeted Cost Wholly Owned - Completed Dev. 438 $79,000 Wholly Owned - Under Dev. 872 75,000 Dev. In Progress - Under Contract 1,109 154,000 Dev. Joint Ventures 969 370,000 Total Current Dev. 3,388 678,000 Future Dev. - Owned 3,912 1,143,000 Future Dev. - Under Investigation 2,670 453,000 Total Future Dev. 6,582 1,596,000 Total Dev. Pipeline 9,970 $2,274,000 Condo Conversions In-Process Location # of Homes Avg. Sales Price Tampa, FL 320 $155,000 Phoenix, AZ 320 200,000 Long Beach, CA 158 355,000 Tampa, FL 54 400,000 San Francisco, CA 24 550,000 Total 876 Development: RE3 our subsidiary that focuses on development, redevelopment, land entitlement, zoning changes, condominium conversions and short-term hold investments, is poised to capture superior returns through all market cycles. It gives us flexibility to act quickly when markets change. Our Development Pipeline is expected to create incremental value of $3.00 to $4.50 per share. Grow net operating income through automation and efficiency. 2007 Same Store Statistics (Growth) Annual Guidance: Revenue: 5% - 7% Expense: 3.5% - 4.5% NOI: 6% - 8% First Quarter Actual: 4.6%* 0.7% 6.9% *Income per home grew 5.6%, offset by 90 bps decline in occupancy. Low Home Affordability Strong Job Growth UDR operates in 8 of the top 10 U.S. job growth markets Job growth in UDR's top 10 markets is 40% greater than the U.S. average Over 500K jobs added in UDR top markets in past 12 months Bellevue Plaza - Bellevue, WA

Statements contained in this presentation, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the Company's use of words such as, "expects," "plans," "estimates," "projects," "intends," believes," and similar expressions that do not relate to historical matters. Such forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, delays in completing developments and lease-ups on schedule, expectations on job growth, home affordability and demand/supply ratio for multi-family housing, expectations concerning redevelopment activities, expectations on occupancy levels, expectations concerning the Texas joint venture, expectations that automation will help grow net operating income, expectations on post-renovated stabilized annual operating income, exceptions on annualized net operating income, and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time including the Company's Annual Report on Form 10-K and the Company's Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof. The Company assumes no obligation to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized. Leverage research capabilities and operating, financial and investment platforms to attract a variety of low cost capital. 2007 Transactions March: $150M 5.5% medium term note offering due 2014 May: Issued $135M 6.75% Series G Preferred Stock Redeemed $135M 8.6% Series B Preferred Stock Q2/Q3: Marketing 80% interest in pool of 9 Texas properties ($370M - $400M) with future expansion potential of $300M Future: Potential for additional joint venture offerings Guidance at Midpoint Safe Harbor Top Ten Questions Are you still comfortable with 2007 SS NOI growth of 6% - 8%? Has occupancy climbed from the March level? Which markets are strengthening? Which are weakening? What is your view on trends in cap rates and transaction levels? What are your plans for dispositions and how will you use the proceeds? What markets are the focus of additional investments, either via development or acquisition? What is a steady state level for your development pipeline and when will you reach that level? When will dilution from redevelopment peak and trend downward? Have you been buying back your stock? __________________________________________________________________________

June 2007

Statements contained in this presentation, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the Company's use of words such as, "expects," "plans," "estimates," "projects," "intends," "believes," and similar expressions that do not relate to historical matters. Such forward- looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, delays in completing developments and lease-ups on schedule, expectations on job growth, home affordability and demand/supply ratio for multi-family housing, expectations concerning redevelopment activities, expectations on occupancy levels, expectations concerning the Texas joint venture, expectations that automation will help grow net operating income, expectations on post-renovated stabilized annual operating income, exceptions on annualized net operating income, and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time including the Company's Annual Report on Form 10-K and the Company's Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof. The Company assumes no obligation to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized. Mill Creek San Ramon, CA The Mandolin Dallas, TX Parker's Landing Tampa, FL Safe Harbor Statement

Garden Wrap Podium Mid Rise Mixed Use High Rise Executive Summary UDR Development

Development Pipeline $2.3 Billion Identified, In Process 22 Communities 9,970 Homes $151 million Budgeted, $325 million Total Investment 11 Communities 3,358 Homes Redevelopment Pipeline Pipeline (as of 3/31/07)

Development Pipeline 15 wholly-owned assets: $1.600B 4 pre-sales: $0.075 * 2 joint ventures: $0.137 * TOTAL $1.812B * Reflecting UDR's interest Blended stabilized return: 6.75% ~$125M stabilized NOI Annualized NOI Stabilized: $29.6M Current: $17.2 Improvement: $12.4M Redevelopment Pipeline Pipeline (as of 3/31/07)

Pipeline - 2007 Deliveries (A) Wholly Owned Under Development (B) Developments in Progress - Under Contract

Pipeline - 2008 Deliveries (A) Wholly Owned Under Development (B) Developments in Progress - Under Contract (C) Joint Ventures (D) Future Development - Owned (E) Future Development - Under Contract/Investigation

Pipeline - Post 2008 Deliveries (A) Wholly Owned Under Development (B) Developments in Progress - Under Contract (C) Joint Ventures (D) Future Development - Owned

Economics Why develop/redevelop? Value Creation: Gaining new assets/redeveloped communities at cost in high performance markets Growth: 150 to 200 basis point spread between build and buying retail Future deliveries offer greater promise of future NOI growth Focus on high growth markets with stronger operating metrics Product: Replacing aging, capital intensive assets with little rent growth potential Variety to fit opportunity

Development Process Approach Identifying Opportunities - Research Driven Product - Appropriately Designed to Fit Opportunity Utilized For Best Execution: Wholly Owned - Joint Ventures - Pre Sales Annual Deliveries - $300-$500M - Requires Pipeline of $2.5B

Development Process Lease Up & Stabilization Construction Qualified 3rd party GC GC input in design Guaranteed maximum price Managed by UDR project manager Independent progress inspections Target Neighborhood Strong local demographics Near employment centers Product deliveries Sites Infill locations Mature/emerging neighborhoods "Forever Great" locations Feasability Best 3rd party consultants Independent market analysis Local UDR operations Financial analysis Approvals Weekly pipeline meetings Senior VP review Investment committee Design Review Design coordinator Operations Senior VP

Development The Team: Experience approaching 150 years Diverse background including Finance, Operations, Analysis, Construction, Brokerage, Urban Planning and Development Competent leadership Defined focus Results driven Research Driven Analysis Permit Trends Job Formation Single Family Trends Income Trends Occupancy Trends Rental Rate Growth

Development (as of 3/31/07)

UDR Value Creation Initiatives Development Summary (as of 3/31/07)

UDR Value Creation Initiatives Completed Wholly Owned Development - Verano at Town Square Rancho Cucamonga, CA 414 Homes $68 million Cost $164,251 Cost per Home 7.5% to 8.0% Return as Apartment Homes In Lease-Up: 95.4% Leased Estimated $38 million Value Created

UDR Value Creation Initiatives Wholly Owned Development - Lincoln at Towne Square Phase II Plano, TX 302 Homes $25 million Budget $82,781 Cost per Home 6.5% to 7.0% Return Expected Completion - 3Q08 Estimated $8 million Value Created

Wholly Owned Development - Northwest Houston Houston, TX 320 Homes $22 million Budget $68,750 Cost per Home 6.8% Return Est. Completion: 2Q 2008 UDR Value Creation Initiatives

UDR Value Creation Initiatives Wholly Owned Development - Riachi at One21 (Ridgeview) Plano, TX 202 Homes $18 million Budget $89,109 Cost per Home 6.5% to 7.0% Return Expected Completion - 3Q07 Estimated $6 million Value Created

UDR Value Creation Initiatives Completed Wholly Owned Development - Mandalay on the Lake Las Colinas, TX 367 Homes $32 million Cost $85,000 Cost per Home Sold in Q4 for $45 million $8.8M gain 15% IRR SOLD

Pre-Sale Summary (as of 3/31/07) UDR Value Creation Initiatives

Developer Pre-Sale Program Developer identifies site and presents preliminary underwriting to UDR UDR reviews and agrees to proceed UDR and Developer sign binding Pre-Development Letter Pre-Development letter includes Pre-Development Budget-UDR funds approved budget on a monthly draw basis Certain Go/No-Go Decisions are agreed to in letter Letter outlines terms of Pre-sale Purchase Contract to be signed If deal does not go forward Developer refunds UDR for 50% of Pre-Development dollars spent Upon signing of Pre-Development Agreement Developer and UDR negotiate a formal Pre-Sale Contract General Terms of Pre-Sale: Developer obtains construction loan UDR agrees to purchase the development upon final C.O. at cost UDR provides take-out to construction loan Developer receives the following fees for developing and constructing the project: Development Fee equal to 3% of Project Total Costs If Developer acts as General Contractor-5% of Hard Cost Developer shall be responsible for all cost overruns At Project Stabilization (generally 24 to 30 months from completion)-Developer and UDR agree to the value of the project and Developer is then paid a fee in the amount of 50% of the difference between value and cost If Developer and UDR cannot agree on value an appraisal process is used and if that fails then both agree to market and sell the property on the open market

UDR Value Creation Initiatives Development Pre-Sale - The Place at Millenia Orlando, Florida 370 Homes $53 million Budget Expected returns of 7.0% to 7.5% Expected completion date: 4Q07 Millenia

UDR Value Creation Initiatives Development Pre-Sale - The Waterford Phoenix, Arizona 200 Homes $25 million Budget Expected returns of 7.0% to 7.5% Expected completion date: 2Q08

UDR Value Creation Initiatives Development Pre-Sale - Mustang Park Dallas, TX 289 Homes $28 million Budget Expected Returns of 7.0% to 7.5% Expected Completion Date: 3Q08 Mustang Park

UDR Value Creation Initiatives Joint Venture Summary (as of 3/31/07)

UDR Value Creation Initiatives Joint Venture - Jefferson at Marina del Rey JPI - National Apartment Developer Negotiated new development in Marina Del Rey, CA 298 homes $138 million budget $463,000 cost per home Expected 6.0% to 6.5% Return

Bellevue Plaza Development Site UDR Value Creation Initiatives Joint Venture - Bellevue Plaza Proposed High Rise Development 400 Homes $135 million Budget $270,000 Cost per Home Ground Floor Retail Expected 6.0% - 6.5% Return Structure: 49% UDR/51% SU Development

Bellevue, WA Joint Ventures

UDR Value Creation Initiatives Joint Venture - Ashwood Commons Bellevue, WA 271 Homes Closed Joint Venture in 4Q06 Structure: 49% UDR / 51% Su Development Managed by UDR Ground Floor Retail Total Cost of $97 million

UDR Value Creation Initiatives Joint Venture - 989elements Bellevue, WA 166 Homes High-Rise Closed Joint Venture in Jan '07 Structure: 49% UDR / 51% Su Development Managed by UDR Ground Floor Retail Total Cost of $58 million - UDR interest $28 million

UDR Value Creation Initiatives Redevelopment Reinvest with Exterior Upgrades and Interior Renovations 11 Communities Underway - 3,358 Homes $151 million Budgeted Cost - $325 million Total Investment Targeting 8% to 10% Stabilized ROI Expect 72% growth in post-renovated NOI to $29.6 million Value Creation Annualized NOI Stabilized: $29.6M Current: $17.2 Improvement: $12.4M

UDR Value Creation Initiatives Redevelopment Summary (as of 3/31/07)

Redevelopment - Legacy at Mayland Richmond, VA Built in 1973, Purchased by UDR in December 1991. 576 Homes Redevelopment Completed 4Q06 100% Growth in Cash Flow to $4.6M in 33 Months 11% Cash on Cash Return Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million Value Created: > $36 million After Before UDR Value Creation Initiatives

UDR Value Creation Initiatives Redevelopment - Altamira Place Altamira Springs, FL Built in 1984, Purchased by UDR in April 1994 360 Homes Full Scope Redevelopment Completed 1Q07 Projected Benefits 57% Growth in Cash Flow to Nearly $2.3 million 7% - 8% Cash on Cash Return Value Created: ~ $13 million After Before

UDR Value Creation Initiatives Redevelopment - Dominion Great Oaks Ellicott City, MD Built in 1974, Purchased by UDR in July 1994. 300 Homes Full Scope Redevelopment Beginning 1Q07 Projected Benefits: 52% Growth in Cash Flow to $3.2 million 7% - 8% Cash on Cash Return > $15 million Value Created After Before

UDR Value Creation Initiatives Redevelopment - Gayton Pointe Townhomes Richmond, VA Built in 1973, Purchased by UDR in September 1995 253 Homes Full Scope Redevelopment Expected Completion 4Q07 Projected Benefits: 100% Growth in Cash Flow to $3.0 million 8% Cash on Cash Return > $14 million Value Created After Before

UDR Value Creation Initiatives Redevelopment - Dover Village Orlando, FL Built in 1981, Purchased by UDR in March 1993. 296 Homes Full Scope Redevelopment Expected Completion 4Q07 Projected Benefits: 57% Growth in Cash Flow to $2.6 million 6% - 7% Cash on Cash Return ~ $10 million Value Created After Before

Redevelopment - Wellington Place Manassas, VA Built in 1987, Purchased by UDR in September 2005 372 Homes Full Scope Redevelopment Construction Began November 2006 Projected Benefits: 36% Growth in Cash Flow to $4.0 million 7% - 8% Cash on Cash Return $14 million Value Created UDR Value Creation Initiatives After Before

UDR Value Creation Initiatives Redevelopment - Taylor Place Arlington, VA Built in 1964, Purchased by UDR in April 2002 218 Homes Full Scope Redevelopment Completion Expected 4Q08 Projected Benefits: 50% Growth in Cash Flow to $2.6 million 9% Cash on Cash Return > $13 million Value Created After Before

UDR Value Creation Initiatives Redevelopment - Polo Park Nashville, TN Built in two phases in 1987 and 1990, Purchased by UDR in 2006 386 Homes Full Scope Redevelopment Completion Expected 2Q08 Projected Benefits: 55% Growth in Cash Flow to $2.4 million 9% to 10% Cash on Cash Return $6 million Value Created After Before

UDR Value Creation Initiatives Redevelopment - Highlands of Preston Plano, TX Built in 1985, Purchased by UDR in 1998 380 Homes Full Scope Redevelopment Completion TBD Projected Benefits: 40% Growth in Cash Flow to $2.2 million 7% Cash on Cash Return > $7 million Value Created

UDR Value Creation Initiatives Redevelopment - The Canopy Apartment Villas Orlando, FL Built in 1981, Purchased by UDR in 1993 296 Homes Full Scope Redevelopment Completion TBD Projected Benefits: 45% Growth in Cash Flow to $2.6 million 8% Cash on Cash Return > $12 million Value Created After Before

Remington on the Green - Raleigh, NC UDR Value Creation Initiatives Redevelopment - Kitchen/Bath Program Goals of K/B Program Increase NAV Low-Risk Redevelopment Attract Higher-Grade Resident Higher rent Better care of asset Neighborhood quality Flexibility/Modernization Standardization --> Lower cost maintenance After Before

Providence Court - Charlotte, NC After Before UDR Value Creation Initiatives Redevelopment - Kitchen/Bath Program Upgraded Appliances, Cabinets, Lighting, Flooring, Etc. Targeting 8% to 10% Stabilized ROI 14,000 Completed; > 20,000 in Pipeline Rent Increase Examples: Before After So. California $1,270 $1,408 No. California $1,189 $1,325 Monterey $996 $1,093 Baltimore $953 $1,035 Portland $764 $907 Orlando $769 $895 Tampa $779 $889 We are Absorbing Dilution from Homes Out of Service

Legacy at Mayland - Richmond, VA UDR Value Creation Initiatives Redevelopment - Kitchen/Bath Program How We Are Doing It Better? Complexity of execution Cross department cohesion Start with good location Cutting edge design Better cabinets Granite Stainless Steel New lighting Flexibility/adaptation Reconfiguration/modernization Flexible resource allocation After Before

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UDR Value Creation Initiatives Future Development - Owned (as of 3/31/07) NOTE: As of June 1, 2007, the Addison, TX project totals an assemblage of 99 acres for 5,889 homes at an estimated investment of $750M.

UDR Value Creation Initiatives Future Development - Waterside Towers Purchased December 2003 Located in SW Washington D.C., 15 Minute Walk from National Mall Ten-Story Mid-Rise Structure 550 Existing Homes Current Rent: Studio - $1,129 1 Bed - $1,395 2 Bed - $1,772 3 Bed - $1,985

UDR Value Creation Initiatives Future Development - Waterside Towers Planned Expansion on Existing Property 11 story tower 200 homes 12,000 to 18,000 sq. ft. for retail Estimated cost: $70 million Timing: Zoning - 18 mos. Pre-Construction - 14 mos. Construction - 24 mos. Contingency - 4 mos. Total - 60 mos.

UDR Value Creation Initiatives Future Development - Grandview Glendale, CA 218 Homes $67 million Budget $307,000 Cost per Home Expected 6.0% to 6.5% Return Expected Start Date: 4Q07 Expected Completion: 3Q09

UDR Value Creation Initiatives Future Development - Summit at Mission Bay San Diego, CA 486 Homes $163 million Budget $340,000 Cost per Home Expected 5.5% to 6.0% Return Expected Start Date: TBD

UDR Value Creation Initiatives Future Development - Foxborough Orange, CA 260 Homes $77 million Budget $296,000 Cost per Home Expected 6.0% to 6.5% Return Expected Start Date: TBD Expected Start Date: TBD Expected Start Date: TBD Expected Start Date: TBD Expected Start Date: TBD Expected Start Date: TBD Expected Start Date: TBD Expected Start Date: TBD Expected Start Date: TBD Foxboroug

UDR Value Creation Initiatives Future Development - Stadium Village Surprise, AZ 382 Homes $47 million Budget $120,000 Cost per Home Expected 6.25% to 6.75% Return Expected Start Date: 4Q07 Expected Completion Date: 4Q09

UDR Value Creation Initiatives Future Development - The Woodlands Montgomery County, TX 324 Homes $25 million Budget $77,200 Cost per Home Expected 7.0% Return Expected Start Date: 3Q07 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Expected Completion Date: 3Q09 Woodlands Site I-45

UDR Value Creation Initiatives Future Development - Caroline Village Woodbridge, VA 322 Homes $75 million Budget $217,000 Cost per Home Expected 6.0% Return Expected Start Date: 4Q07 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Expected Completion Date: 1Q09 Caroline Village I -95

Brookhaven - Addison, TX Addison: Day time population: 100,000 Night time population: 16,000 Potential to triple density to 5,000 + homes Retail, office and other zoning Estimated Start: 4Q 2007 Return on Costs: 6.5% - 7.0% UDR Value Creation Initiatives

UDR Value Creation Initiatives Future Development - Under Contract / Investigation

UDR Value Creation Initiatives Future Development - Carolina Corporate Center Raleigh, NC 348 Homes $45.5 million Budget $130,000 Cost per Home Expected 6.5% to 7.0% Return Expected Start Date: 3Q07 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Expected Completion Date: 2Q09 Carolina Corporate Center

UDR Value Creation Case Study Island Walk (FKA Parker's Landing) - Tampa, FL Built in 1991, Purchased by UDR in December 1998 896 Homes Original Investment: $39.8 million ($44,420 per home) The Puzzle: Large community requires traffic of 160 each month to stay fully occupied Well located property in need of renovation Community includes vacant land with median homes selling for $733,000 The Solution: Redevelop 400 homes (kitchen/bath, exterior renovation, etc.) Convert 496 homes into condominiums Develop 54 town homes on adjacent land

54 Townhomes (new development) 176 Condos (Phase I) 400 Apartments (redeveloped) 320 Condos (Phase II) Value Creation Opportunity: Townhomes: ~ $6 million Condos: ~ $20 million Redevelopment: ~ $10 million Total: ~$36 Million UDR Value Creation Case Study

UDR Value Creation Case Study Island Walk - Tampa, FL 400 Homes Full Scope Redevelopment Cash Flow Expected to Grow by 40% to Nearly $5 million Value Created: $10 million After Before

UDR Value Creation Case Study Island Walk - Condo Conversion The Gallery at Bayport Phase I 176 homes sold at average price of $155,500 The Gallery at Bayport Phase II 320 homes First closings expected in 2007 Value Created: $20M

UDR Value Creation Case Study Island Walk - Town Homes 54 Town Homes Expected Sales Price: $400,000 per Home First Closings Expected in 2007/2008 Value Created: > $6 million

UDR - Summary Compelling Value Creation Strategy Creating Value in Many Ways Strong Operator Delivering Stable, Predictable Returns, 6.9% 1Q07 Same Store Revenue Growth Disciplined Approach to Buying Communities Capturing Value through Sales, created by Demand for Institutional-quality Apartments in Job Growth Markets Creating Value through Development and Redevelopment $678 million investment in current developments totaling 3,388 homes $1.6 billion future development pipeline totaling 6,582 homes $75+ million invested in 2006 for over 7,500 kitchen and bath renovations

We have a clear vision and the right growth strategies to deliver superior value creation