Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TOOMEY THOMAS W
   2. Issuer Name and Ticker or Trading Symbol
UDR, Inc. [UDR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
1745 SHEA CENTER DRIVE, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
04/24/2009
(Street)

HIGHLANDS RANCH, CO 80129		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/24/2009   F   29,850 D $ 9.96 676,452 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Units (1) 06/01/2004   A   33,718 (3)   06/01/2004   (2) Common Stock 665,860 $ 0 441,223 (3) D  
Stock Options (Right to buy) $ 10.3 (4) 02/12/2001   A   26,464 (4)   12/31/2003 02/12/2011 Common Stock 346,464 $ 0 346,464 (4) D  
Stock Options (Right to buy) $ 24.38 (4) 02/07/2008   A   14,341 (4)   02/07/2008 02/07/2015 Common Stock 187,751 $ 0 187,751 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TOOMEY THOMAS W
1745 SHEA CENTER DRIVE
SUITE 200
HIGHLANDS RANCH, CO 80129		   X     Chief Executive Officer  

Signatures

 Thomas W. Toomey   04/27/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) There is no conversion price for these securities.
(2) There is no expiration date for these securities.
(3) The securities reported by the reporting person on this Form 4 reflect limited partnership units of United Dominion Realty, L.P., which the reporting person received in connection with the dissolution of UDR Out-Performance I, LLC in December 2007 (the reporting person's limited liability company interests in UDR Out-Performance I, LLC were previously reported by the reporting person), as adjusted as a result of the special dividend declared on November 10, 2008, and paid January 29, 2009, to all stockholders of record on December 9, 2008.
(4) The stock options reported by the reporting person on this Form 4 reflect stock options previously reported by the reporting person with adjustments to the exercise price and number of shares as a result of the special dividend declared on November 10, 2008, and paid January 29, 2009, to all stockholders of record on December 9, 2008.

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