8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): January 29, 2008

UDR, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

ITEM 2.02. Results of Operations and Financial Condition.

      On January 29, 2008, the Company issued a press release announcing its financial results for the quarter and year ended December 31, 2007. A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in Exhibit 99.1 is being furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 7.01. Regulation FD Disclosure.

     The information included in Exhibit 99.2 to this report will be available on the website of UDR, Inc.

ITEM 8.01. Other Events.

     On January 29, 2008, the Company announced that its Board of Directors has authorized the Company to repurchase up to 15 million shares of its common stock, effective immediately. The 15 million shares that the Company is authorized to repurchase under the stock repurchase program announced on January 29, 2008 is in addition to the remaining 6,885,500 shares of common stock that the Company is authorized to repurchase under its existing stock repurchase program approved by the Company’s Board of Directors in February 2006. The Company’s existing stock repurchase program approved in February 2006 will not be modified or superseded by the Company’s stock repurchase program announced on January 29, 2008.

     A copy of the press release relating to the Company’s stock repurchase program is attached as Exhibit 99.3 to this report and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Earnings press release dated January 29, 2008.
99.2	Materials regarding Portfolio Sale.
99.3	Press release dated January 29, 2008 regarding Stock Repurchase Program.

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: January 29, 2008	/s/ David L. Messenger
	David L. Messenger
	Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings press release dated January 29, 2008.
99.2	Materials regarding Portfolio Sale.
99.3	Press release dated January 29, 2008 regarding Stock Repurchase Program.

EX-99.1

Exhibit 99.1

Opening doors to the future

Press Release

For Immediate Release	Contact: Larry Thede	Email: ir@udr.com
NYSE Trading Symbol: UDR	Phone: 720.283.2450	Web: www.udr.com

UDR ANNOUNCES FOURTH QUARTER 2007 RESULTS
NAMES DENVER NEW CORPORATE HEADQUARTERS

• Recorded quarterly FFO of $0.43 before a one-time realignment charge of $0.025.

• Registered total monthly income per home of $1,163.

• Achieved 8.0% same-community net operating income growth.

• Realized 69.8% same-community operating margin.

DENVER, CO (January 29, 2008) UDR, Inc. (NYSE: UDR) today reported Funds From Operations (“FFO”) of $58.3 million for the quarter ended December 31, 2007, versus $63.3 million for the same period a year ago. The results produced FFO of $0.40 per share (diluted), compared to FFO of $0.42 per share (diluted) for the same period a year ago. 2007 fourth quarter results include a one-time realignment charge of $3.6 million, or $0.025 per share.

“Fourth quarter property operating performance was outstanding with 8.0% growth in same-community net operating income and an operating margin of almost 70%, the highest level we have achieved,” stated Thomas W. Toomey, President and Chief Executive Officer. “Our same-store results reflect UDR’s transformed portfolio, consistent with today’s announced sale of 25,684 homes for $1.7 billion. The sale dramatically accelerates our portfolio transformation and affords greater growth potential. I believe we are entering 2008 with positive momentum and am confident that this will be a great year for UDR.”

Headquarters Location, Realignment Charge

The Company’s executive offices have been located in Denver, Colorado since 2001. Today it announced that it is establishing Denver as its corporate headquarters and is realigning resources to improve efficiencies. A charge of $3.6 million was recorded in the fourth quarter for severance payments, relocation expenses, and other related costs.

“The realignment charge is the result of a corporate-wide review to optimize our organization,” stated Mr. Toomey. “The changes we are making will improve efficiency and centralize job functions in fewer locations. We expect to realize savings from overhead reductions, improved efficiencies, and process improvements.”

1

Portfolio Operating Performance and Same-community Results
Fourth Quarter 2007 vs. Fourth Quarter 2006

										% of Same-			Total
	Revenue			Expense			NOI			community			Community
Region	Growth			Growth			Growth			Portfolio (1)			Homes (2)
Western		6.2	%		3.0	%		7.6	%		49.3	%		13,064
Mid-Atlantic		4.8	%		-1.8	%		7.7	%		24.5	%		8,181
Southeastern		1.4	%		-9.2	%		7.9	%		23.1	%		9,228
Southwestern		5.9	%		-12.0	%		15.4	%		3.1	%		1,469
Total		4.7	%		-2.2	%		8.0	%		100.0	%		31,942

(1)

Based on YTD 2007 NOI

(2)

During the fourth quarter, 31,942 apartment homes, or 48% of total apartment homes, were classified as same-community. On January 29, 2008 the Company announced that it has entered into a definitive agreement to sell 25,684 apartment homes. These homes were classified in discontinued operations for the fourth quarter, 2007. The Company defines same-community as all multifamily communities owned and stabilized for at least one year as of the beginning of the most recent quarter.

Same-community Results
($ in thousands, except rents & fees and total income per occupied home)

	4th Qtr ’07			4th Qtr ’06			% Change
Rent and other income	$	106,450		$	102,681			3.7	%
Concessions		775			1,512			-48.7	%
Bad debt		463			666			-30.5	%
Total income		105,212			100,503			4.7	%
Expenses		31,739			32,464			-2.2	%
Net operating income		73,473			68,039			8.0	%
Total income per occupied home	$	1,163		$	1,110			4.8	%
Rents & fees per occupied home		1,112			1,065			4.4	%
Average physical occupancy		94.4	%		94.5	%	-10 bps
Operating margin		69.8	%		67.7	%	210 bps
Resident credit loss, % of effective rent		0.4	%		0.7	%	-30 bps

Comparing fourth quarter 2007 to fourth quarter 2006 on a same-community basis, 86% of the mature markets generated positive revenue growth.

2

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

	4th Qtr ’07			3rd Qtr ’07			% Change
Rent and other income	$	106,450		$	106,647			-0.2	%
Concessions		775			1,237			-37.3	%
Bad debt		463			698			-33.7	%
Total income		105,212			104,712			0.5	%
Expenses		31,739			33,412			-5.0	%
Net operating income		73,473			71,300			3.0	%
Total income per occupied home	$	1,163		$	1,150			1.1	%
Rents & fees per occupied home		1,112			1,100			1.1	%
Average physical occupancy		94.4	%		95.0	%	-60 bps
Operating margin		69.8	%		68.1	%	170 bps
Resident credit loss, % of effective rent		0.4	%		0.7	%	-30 bps

Corporate Strategy

The Company continued to execute on its strategic plan which encompasses the following four strategies:

• Strengthen the portfolio

• Create value with RE³

• Innovate with Operations 2.0

• Source low cost capital

$1.7 Billion Portfolio Sale announced January 29, 2008

Today the Company announced that it has entered into a contract to sell 25,684 apartment homes in 86 communities for $1.7 billion dollars. The transaction is expected to close on or about March 3, 2008 at which time the Company will receive $1.5 billion in cash and will provide the buyer a note in the principal amount of $200 million. The note matures on the same date as buyer’s senior financing, may be pre-paid 14 months from the date of the note, bears interest at a fixed rate of 7.5% per annum and is secured by a pledge and security agreement and a guarantee. Closing is subject to customary closing conditions. Upon completion of the transaction, the Company will own 40,183 homes in 146 communities.

The portfolio sale dramatically accelerates the Company’s transformation to focus on markets that have the best growth prospects based on favorable job formation and low single-family home affordability. Upon completion of the sale, the Company expects that approximately 90% of its net operating income will be generated from homes located in markets on the Pacific Coast, the Virginia – Washington D.C. corridor and Florida.

The Company believes that average 2008 total monthly income per home for the 40,183 homes it owns upon completion of the sale will exceed $1,200, operating margin will exceed 70 percent, and recurring capital expenditures will be 35 percent less per home than the portfolio being sold when measured as a percent of net operating income. The average age of this remaining portfolio is approximately 15 years.

3

With this action the Company captures the disparity in value between private and public markets. The Company plans to invest $500 to $600 million of the proceeds in acquisitions, of which $320 million are currently under contract. The Company expects to use $500 to $600 million of proceeds to reduce debt. The $300 to $500 million of remaining cash proceeds and $200 million from the note receivable are expected to be used to fund additional acquisitions, repurchase stock and for a potential special dividend. The Company plans to maintain its current quarterly dividend of $0.33 per share.

The Board of Directors has authorized increasing its share-repurchase program by 15 million shares, effective immediately.  This increase gives the Company the ability to repurchase a total of approximately 22 million shares.

The press release announcing the sale is at the Company’s website, www.udr.com.

Fourth Quarter Results – Execution of Corporate Strategy

Strengthen our Portfolio

The Company is concentrating its apartment communities in markets where job growth expectations are above the national average, home affordability is low, and the demand/supply ratio for multi-family housing is favorable. Fourth quarter activity included the purchase of 772 homes in three apartment communities for $205.5M. These acquisitions included:

• Sullivan Place, a 498-home community located in Alexandria, Virginia. The Company paid $105.0 million or $210,843 per home for this community which was purchased subject to a 99-year ground lease. The homes were completed in late 2007 and include 10,000 square feet of retail. The homes average 978 square feet and will generate a average monthly income of approximately $1,700 per home at stabilization. This acquisition will make the D.C. Metro area the second largest contributor of NOI within the Company’s portfolio.

• Tierra del Rey, a 170-home community located in Marina Del Rey, California. The purchase price was $76.5 million or $450,000 per home. The community was completed in 1999 and will receive kitchen and bath upgrades. The property is expected to generate monthly income of approximately $2,500 per home. The Company, in a joint venture with JPI, is developing a 298 apartment home community located within three blocks of this acquisition. Completion is scheduled in the third quarter of 2008.

• Crest Marin, a 104-home community, located in San Rafael, California. This property was purchased for $24.0 million or $230,769 per home. The homes were completed in 1968 and are located directly adjacent to an existing UDR community. The two communities will be managed together creating greater economies of scale. The homes will be completely renovated with new exterior siding, kitchens, baths, and more. The homes average 883 square feet and will generate an average gross income of approximately $1,800 per home after renovations.

Redevelopment activity is underway at six communities at a budgeted cost of $86.0 million. Annualized fourth quarter net operating income at these communities was $8.9 million. The Company believes post-renovated stabilized annual net operating income at these communities will increase by 91% to a total of $17.1 million.

4

Create Value with RE³

The Company’s RE³ subsidiary focuses on development, land entitlement and short-term hold investments. Fourth quarter activity included:

• Acquisition of land in Dallas, Texas, for future development of 465 homes.

• Completion of a wholly owned, 202-home community in Plano, Texas at a total cost of $18.2M or $90,000 per home. The Company has already executed 160 leases, producing rental revenue exceeding projections.

The Company did not complete any significant RE³ property sales during the quarter.

At December 31, 2007, the Company’s total development pipeline totaled $2.6 billion. Approximately 15 percent of the pipeline is in lease-up, 26 percent is under construction and another 56 percent of the pipeline contains operating properties generating NOI. The Company has discretion to commence development or continue operating those properties depending on market conditions.

Innovate with Operations 2.0

The Company is committed to utilizing technology to increase efficiency, drive profitability and effectively serve customers. Implementation and customization of YieldStar revenue management software was completed during the quarter. Expected benefits include reduced concessions and more effective pricing to optimize revenue in changing market conditions.

In December, the Company’s website ranked number one among its top 14 public and private competitors in an independent analysis of the web sites of the nation’s 15 largest multifamily managers. The analysis was conducted by a well-known, worldwide internet research firm. During the fourth quarter, 50% of visitor traffic was initiated via the internet, up from 36% in the prior year. Utilizing technology in this method helped reduce same-community marketing costs by more than 16% year over year.

Source Low Cost Capital

As announced in November, the Company established a $650-million joint venture with a large domestic institutional partner.   The venture will own a portfolio of 3,690 stabilized homes located in nine multifamily communities in Austin, Dallas and Houston, Texas and another 320 homes currently under development in Dallas.  In addition to this $350-million initial pool of assets, the joint venture contains a $300-million expansion feature for future acquisitions.  The Company realized proceeds of approximately $330 million for the properties and the Company retained a 20% interest in the venture. In addition to the upfront proceeds, the Company has the opportunity for future proceeds after certain IRR hurdles are achieved.

During the quarter, the Company repurchased approximately 1.1 million shares under its share-repurchase authorization at an average price of $21.35 per share. During the fourth quarter and subsequent to year end, the Company executed various swaps to fix LIBOR. Including its pro-rata share of joint venture swaps, the company executed a total of $225 million and fixed LIBOR at an average 2.84% for slightly over two years. 

5

2008 Guidance

The Company believes that financial results for 2008 will be affected by international, national and regional economic trends and events, credit market volatility, the acquisition and/or disposition of apartment communities, portfolio repositioning, financing activities, and other factors. For full year 2008, the Company is estimating same-store revenue growth of 4.0% - 4.5%, expense growth of 3.0% - 3.5% and net operating income growth of 5.0% - 5.5%. The Company intends to provide guidance on expected funds from operations after closing the $1.7 billion portfolio sale which was announced today. The transaction is expected to close on or about March 3, 2008. All guidance is based on the current expectations and judgment of the Company’s management team.

Supplemental Information

The Company offers Supplemental Information that provides details regarding the financial position and operating results of the Company. This Supplemental Information is available on the Company’s website at:

http://www.udr.com/resources/files/Investor_Relations/4Q2007.pdf

Presentation slides containing details of the portfolio sale are available at the Company’s website at www.udr.com.

Conference Call Information

Date: January 30, 2008
Time: 11:00 a.m. Eastern Time

To Participate in the Telephone Conference Call:
Domestic: 800-218-0713
International: 303-205-0066
If you have any questions, please contact:
Gloria Price: 720-283-6132
E-mail: gprice@udr.com

Conference Call Playback can be accessed through February 7, 2008:
Domestic: 800-405-2236
International: 303-590-3000
Passcode: 11107765#

Webcast and Podcast:

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

About UDR, Inc.

UDR, Inc. (NYSE:UDR) is a leading multi-family real estate investment trust (REIT) with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of December 31, 2007, UDR owned 65,867 apartment homes and had 6,386 homes under development and another 738 homes under contract for development in its pre-sale program. For over 30 years, UDR has delivered long-term value to shareholders, the best standard of service to residents, and the highest quality experience for associates. An S&P 400 company, UDR is the third largest apartment REIT in the nation. Additional information can be found on the Company’s website at www.udr.com.

6

Statements contained in this press release, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the Company’s use of words such as, “expects,” “plans,” “estimates,” “projects,” “intends,” “believes,” and similar expressions that do not relate to historical matters. Such forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, delays in completing developments and lease-ups on schedule, 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, expectations concerning closing the $1.7 billion portfolio sale 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.

7

UDR
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
In thousands, except per share amounts	2007			2006			2007			2006
Rental income	$	124,180		$	120,447		$	497,474		$	463,719
Rental expenses:
Real estate taxes and insurance		13,010			13,769			57,875			55,152
Personnel		10,137			10,745			42,462			41,222
Utilities		6,248			6,256			25,765			24,556
Repair and maintenance		6,654			6,668			27,041			25,852
Administrative and marketing		3,214			3,367			12,894			12,979
Property management		4,958			5,054			20,317			20,265
Other operating expenses		496			331			1,442			1,238
		44,717			46,190			187,796			181,264
Non-property income:
Net gain on the sale of depreciable property to a joint venture		113,799			—			113,799			—
Sale of technology investment		—			—			—			796
Other income		1,844			437			2,720			2,789
		115,643			437			116,519			3,585
Other expenses:
Real estate depreciation and amortization		50,914			44,772			191,342			165,125
Interest		44,018			43,507			174,677			179,074
General and administrative		11,914			10,216			39,566			31,198
Severance costs and other restructuring charges		3,636			—			4,333			—
Other depreciation and amortization		841			627			3,076			2,513
		111,323			99,122			412,994			377,910
Income/(loss) before minority interests and discontinued operations		83,783			(24,428	)		13,203			(91,870	)
Minority interests of outside partnerships		(40	)		(16	)		(151	)		(103	)
Minority interests of unitholders in operating partnerships		(4,367	)		1,619			167			6,476
Income/(loss) before discontinued operations, net of minority interests		79,376			(22,825	)		13,219			(85,497	)
Income from discontinued operations, net of minority interests (A)		24,614			47,885			208,130			214,102
Net income		103,990			25,060			221,349			128,605
Distributions to preferred stockholders — Series B		—			(2,911	)		(4,819	)		(11,644	)
Distributions to preferred stockholders — Series E (Convertible)		(931	)		(931	)		(3,726	)		(3,726	)
Distributions to preferred stockholders — Series G		(2,253	)		—			(5,366	)		—
Premium on preferred stock repurchases		—			—			(2,261	)		—
Net income available to common stockholders	$	100,806		$	21,218		$	205,177		$	113,235
Earnings per weighted average common share — basic:
Income/(loss) from continuing operations available to common stockholders, net of minority interests	$	0.57			($0.20	)		($0.02	)		($0.75	)
Income from discontinued operations, net of minority interests	$	0.19		$	0.36		$	1.55		$	1.60
Net income available to common stockholders	$	0.76		$	0.16		$	1.53		$	0.85
Earnings per weighted average common share — diluted:
Income/(loss) from continuing operations available to common stockholders, net of minority interests	$	0.57			($0.20	)		($0.02	)		($0.75	)
Income from discontinued operations, net of minority interests	$	0.18		$	0.36		$	1.55		$	1.60
Net income available to common stockholders	$	0.75		$	0.16		$	1.53		$	0.85
Common distributions declared per share	$	0.3300		$	0.3125		$	1.3200		$	1.2500
Weighted average number of common shares outstanding — basic		132,990			133,931			134,016			133,732
Weighted average number of common shares outstanding — diluted		133,618			133,931			134,016			133,732

(A) Discontinued operations represents all properties sold since January 1, 2005 and properties that are currently classified as held for disposition at December 31, 2007, except for nine operating properties sold to a joint venture in the fourth quarter of 2007 that have been included in continuing operations in accordance with the provisions of FAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” and EITF No. 03-13.

UDR
Funds From Operations
(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
In thousands, except per share amounts	2007			2006			2007			2006
Net income	$	103,990		$	25,060		$	221,349		$	128,605
Continuing Operations:
Distributions to preferred stockholders		(3,184	)		(3,842	)		(13,911	)		(15,370	)
Real estate depreciation and amortization		50,914			44,772			191,342			165,125
Minority interests of unitholders in operating partnerships		4,367			(1,619	)		(167	)		(6,476	)
Contribution of unconsolidated joint ventures		808			—			1,784			—
Net gains on the sale of depreciable property to a joint venture		(113,799	)		—			(113,799	)		—
Discontinued Operations:
Real estate depreciation		13,269			19,556			66,108			78,764
Minority interests		1,416			3,094			11,974			13,836
Net gains on the sale of land and depreciable property		(4,258	)		(34,117	)		(142,383	)		(148,614	)
RE3 tax benefits and gain on sales, net of taxes		3,875			9,493			24,913			28,601
Funds from operations (“FFO”) — basic	$	57,398		$	62,397		$	247,210		$	244,471
Distribution to preferred stockholders — Series E (Convertible)		931			931			3,726			3,726
Funds from operations — diluted	$	58,329		$	63,328		$	250,936		$	248,197
Weighted average number of common shares and OP Units outstanding — basic		140,624			142,489			141,778			142,426
Weighted average number of common shares, OP Units, and common stock equivalents outstanding — diluted		145,489			149,016			146,936			147,981
FFO per common share — basic	$	0.41		$	0.44		$	1.74		$	1.72
FFO per common share — diluted	$	0.40		$	0.42		$	1.71		$	1.68

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

RE3 tax benefits and gain on sales, net of taxes, 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 RE3 gain on sales, net of taxes, to be a meaningful supplemental measure of performance because the short-term use of funds produce profits which differ from the traditional long-term investment in real estate for REITs.

UDR
Consolidated Balance Sheets
(Unaudited)

	December 31,			December 31,
In thousands, except share and per share amounts	2007			2006
ASSETS
Real estate owned:
Real estate held for investment	$	4,131,881		$	3,853,599
Less: accumulated depreciation		(822,831	)		(708,233	)
		3,309,050			3,145,366
Real estate under development (net of accumulated depreciation of $963 and $527)		345,037			203,786
Real estate held for disposition (net of accumulated depreciation of $547,965 and $544,967)		926,695			1,217,243
Total real estate owned, net of accumulated depreciation		4,580,782			4,566,395
Cash and cash equivalents		3,219			2,143
Restricted cash		6,295			5,602
Deferred financing costs, net		34,136			34,656
Notes receivable		12,655			10,500
Investment in unconsolidated joint ventures		48,264			5,850
Funds held in escrow from IRC Section 1031 exchanges pending the acquisition of real estate		56,217			—
Other assets		45,428			33,060
Other assets — real estate held for disposition		14,125			17,669
Total assets	$	4,801,121		$	4,675,875
LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured debt	$	955,770		$	932,224
Secured debt — real estate held for disposition		182,166			250,695
Unsecured debt		2,364,740			2,155,866
Real estate taxes payable		8,808			12,212
Accrued interest payable		27,999			34,178
Security deposits and prepaid rent		21,897			16,849
Distributions payable		49,152			46,936
Deferred gains on the sale of depreciable property		28,690			—
Accounts payable, accrued expenses, and other liabilities		51,512			52,892
Other liabilities — real estate held for disposition		28,945			29,935
Total liabilities		3,719,679			3,531,787
Minority interests		62,049			88,833
Stockholders’ equity
Preferred stock, no par value; 50,000,000 shares authorized
0 shares of 8.60% Series B Cumulative Redeemable issued and outstanding (5,416,009 shares at December 31, 2006)		—			135,400
2,803,812 shares of 8.00% Series E Cumulative Convertible issued and outstanding (2,803,812 shares at December 31, 2006)		46,571			46,571
5,400,000 shares of 6.75% Series G Cumulative Redeemable issued and outstanding (0 shares at December 31, 2006)		135,000			—
Common stock, $0.01 par value; 250,000,000 shares authorized
133,317,706 shares issued and outstanding (135,029,126 shares at December 31, 2006)		1,333			1,350
Additional paid-in capital		1,620,541			1,682,809
Distributions in excess of net income		(783,238	)		(810,875	)
Accumulated other comprehensive loss, net		(814	)		—
Total stockholders’ equity		1,019,393			1,055,255
Total liabilities and stockholders’ equity	$	4,801,121		$	4,675,875

EX-99.2

Exhibit 99.2

Transformation for Growth Topics: $1.7B Portfolio Sale - Details New UDR Portfolio Characteristics Development Redevelopment Corporate Realignment 2008 Outlook January 29, 2008

The Benefits Stronger portfolio for growth # of Homes: 44,507 Monthly Rent: $1,163 Average Age: 15 High concentration in strong markets Reduced capital requirements Captured arbitrage between public and private valuations which is positive to NAV Ability to buy back shares on accretive basis -authorization to buy up to 22M shares Enhanced financial position - Significantly reduces debt and enhances liquidity and financial flexibility Expect to maintain current dividend with potential for a special dividend Development and redevelopment have greater impact on earnings and NAV Right sized organization Transformation for Growth: Portfolio Sale The Transaction Selling 25,684 homes for $1.7B Monthly Rent: $744 Cap rate: 6.56%* Average age: 24 years Selling price: $67k per home Receiving $1.7B in Proceeds Cash: $1.5B Note Receivable (7.5%, 14 mos.) 0.2B Total: $1.7B Putting capital to work Acquisitions: $0.5 - $0.6B Debt Payoff: $0.5 - $0.6B Cash: $0.5 - $0.3B Total: $1.5B Note Receivable: $0.2B *Calculated on trailing 12 mo. NOI, $650 per home CapEx reserve and 2.75% management fee This transaction dramatically accelerates our strategy, positions us for growth in strong markets and affords us the opportunity to redeploy capital to strengthen the Company.

Transformation for Growth: Portfolio Sale Cap Rate**: *Source: Merrill Lynch Apt. Monitor, 12/6/07 - 3Q07 **Average of Wall Street sell side estimates Old New Average Monthly Rent*

Our portfolio is concentrated in strong markets in fewer states Transformation for Growth: Portfolio Sale * 2008 Same Store NOI ** Total Portfolio excluding unconsolidated joint ventures

The NAV and earnings impact of our development pipeline is more pronounced. Our pipeline is geographically aligned with the "New UDR." Transformation for Growth: Development 97% of our development pipeline is either generating NOI, under construction, or in lease-up: *Contains operating properties generating NOI. The Company has discretion to commence development depending on market conditions. Development delivery $400M - $500M annually of new assets Targeted Returns 6.5% - 7.0%

Transformation for Growth: Redevelopment After Before Reinvest with Exterior Upgrades and Interior Renovations 5 Communities Completed - 1,832 Homes 6 Communities Underway - 1,900 Homes $86M Budgeted Cost - $191M Total Investment Targeting 8% to 10% Stabilized ROI Expect 50% growth in post-renovated cash flow to $16.7M Average investment of $41,430 per home. California and West Coast communities will be added to pipeline in 2008 Our redevelopment pipeline provides an excellent return on investment. Gayton Pointe Townhomes - Richmond, VA

Denver, Colorado to become Corporate Headquarters Restructuring to improve efficiencies $3.6M charge in 4Q07 Severance, relocation, office closings Reduce corporate headcount $2M savings in 2008 Transformation for Growth: Colorado - New Headquarters, Corporate Restructuring Source: Stifel Nicolaus *Year-to-date G&A as % of Revenue

Transformation for Growth: Fourth Quarter Highlights

Transformation for Growth: 2008 Outlook Same store estimates High Low Revenue growth: 4.5% - 4.0% Expense growth: 3.5% - 3.0% NOI growth: 5.5% - 5.0% Occupancy: 95% - 94% Other Key Assumptions CapEx per Door $650 General & Administrative $39M - $41M We plan to discuss 2008 FFO guidance after closing the portfolio sale - many moving pieces Final closing of sale Timing and amount of acquisitions Share repurchase activity Potential special dividend RE3 gains on sale will not be included in guidance We will report gains in each quarterly release Top Markets Markets with expected NOI growth of ^ 10% Portland Seattle San Francisco 5% - 10% Dallas Inland Empire Los Angeles County Monterey (Salinas) Orange County Sacramento San Diego Austin Metro D.C. 0% - 5% Richmond Baltimore Norfolk Va Beach Nashville Phoenix Jacksonville < 0% Orlando Tampa

Today's announcement is consistent with our strategy Stronger portfolio, focused in fewer markets Improved growth profile Enhanced economics through exposure to job growth markets and low affordability Proceeds will fund development projects Continue to pursue entitlement and short-term hold opportunities Focused operating model Improved efficiency and effectiveness Continued execution of technology initiatives Redeploy sales proceeds in development and redevelopment Recycle capital into high growth markets Strengthen balance sheet with debt reduction Transformation for Growth: UDR's Strategy

We have a clear vision and the right growth strategies to deliver superior value creation Safe Harbor: 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, expectations concerning closing the $1.7B portfolio sale 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.

EX-99.3

Exhibit 99.3

Press Release
	Contact: Larry Thede	Email: ir@udr.com
NYSE Trading Symbol: UDR	Phone: 720.283.2450	Web: www.udr.com

UDR EXPANDS SHARE REPURCHASE

PROGRAM TO 22 MILLION SHARES

DENVER, CO (January 29, 2008) UDR, Inc. (NYSE: UDR) today announced that its Board of Directors has authorized increasing its share repurchase program by 15 million shares, effective immediately. This increase gives the Company the ability to repurchase a total of approximately 22 million shares.

Share repurchases under this program may be made from time to time in open-market purchases, in block purchases, in privately negotiated transactions or otherwise as determined by the Company. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The share repurchase program does not have an expiration date and may be terminated at any time without prior notice.

About UDR, Inc.

UDR, Inc. (NYSE:UDR) is a leading multi-family real estate investment trust (REIT) with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of December 31, 2007, UDR owned 65,867 apartment homes and had 6,386 homes under development and another 738 homes under contract for development in its pre-sale program. For over 30 years, UDR has delivered long-term value to shareholders, the best standard of service to residents, and the highest quality experience for associates. An S&P 400 company, UDR is the third largest apartment REIT in the nation. Additional information can be found on the Company’s website at www.udr.com.

Statements contained in this press release, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the Company’s use of words such as, “expects,” “plans,” “estimates,” “projects,” “intends,” “believes,” and similar expressions that do not relate to historical matters. Such forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, delays in completing developments and lease-ups on schedule, expectations on job growth, home affordability and demand/supply ratio for multi-family housing, expectations concerning redevelopment activities,

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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, expectations concerning closing the $1.7 billion portfolio sale and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time including the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof. The Company assumes no obligation to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized.

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