Sec Form 4 Filing - NEUHEARDT RODNEY A @ UNITED DOMINION REALTY TRUST INC - 2006-03-03

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 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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1. Name and Address of Reporting Person NEUHEARDT RODNEY A 2. Issuer Name and Ticker or Trading Symbol UNITED DOMINION REALTY TRUST INC [ UDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Officer (Last) (First) (Middle) 1396 WEST DAVIES PLACE 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2006 (Street) LITTLETON, CO80120 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/03/2006 D 7,922 D $ 0 7,618 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ) $ 0 ( 2 ) 03/03/2006 J( 3 ) V 0 ( 3 ) 06/01/2004( 2 ) ( 4 ) Common Stock ( 2 ) 19,619 $ 1 13,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEUHEARDT RODNEY A 1396 WEST DAVIES PLACE LITTLETON, CO80120 Former Officer Signatures Mary Ellen Norwood, Attorney-in-Fact 03/27/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person owns LLC Units issued by UDR Out-Performance I, LLC, a Virginia limited liability company (the "LLC"). The LLC's only assets are OPPSs issued by United Dominion Realty, L.P., a Delaware limited partnership (the "Limited Partnership"). ( 2 )Beginning on June 1, 2004, the LLC Units may be exchanged at the LLC's option for OPPSs on a 1:1 basis. Each OPPS is exchangeable for approximately 1.5 Operating Partnership Units ("OPUs") issued by the Limited Partnership. Beginning one year after the date of any such exchange of OPPSs for OPUs, the holder of the OPUs may require the Limited Partnership to redeem the OPUs for a cash amount equal to the cash value of the common stock of the Issuer on a 1:1 basis subject to the Issuer's right to purchase the OPUs for such cash value or by substituting shares of the Issuer's common stock on a 1:1 basis in lieu of cash. ( 3 )This report is being filed solely to note the termination of Mr. Neuheardt's insider status. The reported holdings reflect Mr. Neuheardt's beneficial ownership as of the date of termination of service. ( 4 )There is no expiration date for these securities. The field is required for filing acceptance and the date is used for acceptance of filing purposes only.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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