8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 16, 2003

UNITED DOMINION REALTY TRUST, INC.

(Exact name of Registrant as specified in its charter)

Virginia	1-10524	54-0857512
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS 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)

Item 5. Other Events.

On April 16, 2003, United Dominion Realty Trust, Inc. (the “Company”) announced that Institutional Shareholder Services has recommended a vote FOR all the proposals submitted to the Company’s shareholders in connection with the Company’s Annual Meeting of Shareholders to be held on May 6, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 16, 2003.

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SIGNATURES

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

UNITED DOMINION REALTY TRUST, INC.
By:	/s/Christopher D. Genry
	Christopher D. Genry
	Executive Vice President and Chief Financial Officer

Date: April 16, 2003

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated April 16, 2003.

EX-99.1

Exhibit 99.1

For details, contact: Ella Neyland Phone (720) 283-6144 E-mail: ir@udrt.com www.udrt.com

PRESS RELEASE

    For Immediate Release

UNITED DOMINION REALTY TRUST

ANNOUNCES THAT INSTITUTIONAL SHAREHOLDER SERVICES

HAS RECOMMENDED THAT THE COMPANY’S SHAREHOLDERS

VOTE FOR ALL OF THE PROPOSALS

RICHMOND, VA (April 16, 2003) United Dominion Realty Trust, Inc. (NYSE: UDR) today announced that Institutional Shareholder Services (“ISS”), widely recognized as the leading independent proxy advisory firm in the nation, has recommended that the Company’s shareholders vote FOR all of the proposals.

The Company’s annual meeting of the shareholders will be held on May 6, 2003 at 4:00 p.m. local time at the Jefferson Hotel in Richmond, Virginia. In addition to the annual election of all directors and the ratification of the selection of independent auditors, the Company is asking its shareholders to approve a proposal to change the Company’s state of incorporation from Virginia to Maryland and to approve the Series B Long Term Incentive Plan.

“We are pleased that ISS has recommended that our shareholders vote in favor of all of the proposals. We encourage all of our shareholders to vote their proxy on each of these proposals. Your vote is your voice to management and to our board,” said Thomas W. Toomey, Chief Executive Officer and President of the Company.

About United Dominion Realty Trust, Inc.

United Dominion is the fourth largest apartment REIT, owning and operating apartment communities nationwide. The Company has a thirty one-year history during which it has raised the dividend each of the last twenty-seven years. United Dominion is included in the S&P MidCap 400 Index. The Company currently owns 74,480 apartment homes and is the developer of 178 homes currently under construction. United Dominion’s common stock is traded on the New York Stock Exchange under the symbol UDR. Additional information about United Dominion may be found on its web site at www.udrt.com.

Statements contained in this press release, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. 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, acquisitions or new developments may not achieve anticipated results, difficulties in selling existing apartment communities, and other risk factors discussed in documents filed by the company with the Securities and Exchange Commission from time to time including the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. The statements in this press release are made as of today, based upon information currently known to management, and the company disclaims any duty to update such statements.