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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1. Name and Address of Reporting Person * WALLIS W MARK   2. Issuer Name and Ticker or Trading Symbol UDR, Inc. [UDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr Exec Vice President (Last) (First) (Middle) 1745 SHEA CENTER DRIVE, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 05/10/2006 (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 03/05/2009   J   263,904 A $ 0 424,099 D   Common Stock 03/05/2009   J   32,679 A $ 0 32,679 I Wallis LLC

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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

$ 0 (1)

05/10/2006

D

2,407 (2)

06/01/2004

(3)

Common Stock

3,632

$ 0

165,442

D

LLC Units

$ 0 (1)

01/02/2007

D

3,933 (4)

06/01/2004

(3)

Common Stock

5,935

$ 0

161,509

D

LLC Units

$ 0 (1)

01/29/2009

J

13,363 (5)

06/01/2004

(3)

Common Stock

20,167

$ 0

174,872

D

LLC Units

$ 0 (1)

03/05/2009

J

174,872 (6)

06/01/2004

(3)

Common Stock

263,904

$ 0

0

D

LLC Units

$ 0 (1)

01/29/2009

J

1,654 (7)

06/01/2004

(3)

Common Stock

2,497

$ 0

21,654

I

Wallis LLC

LLC Units

$ 0 (1)

03/05/2009

J

21,654 (8)

06/01/2004

(3)

Common Stock

32,679

$ 0

0

I

Wallis LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WALLIS W MARK 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH, CO 80129			Sr Exec Vice President

Signatures

W. Mark Wallis		03/18/2009
**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)	On May 10, 2006, the reporting person exchanged 2,407 Series A OPPS for 150,000 Series D OPPS, which never vested.
(3)	There is no expiration date for these securities.
(4)	On January 2, 2007, the reporting person exchanged 3,933 Series A OPPS for 172,500 Series E OPPS which will be valued for vesting on December 31, 2009.
(5)	As a result of a special dividend declared November 10, 2008, and paid January 29, 2009, to all stockholders of record on December 9, 2008, the reporting person received these additional limited partnership units of United Dominion Realty, L.P. ("UDRLP"), which the reporting person received in connection with the dissolution of UDR Out-Performance I, LLC in December 2007.
(6)	On March 5, 2009, the reporting person received 263,904 shares of common stock upon the conversion of 174,872 limited partnership units of UDRLP, which the reporting person received in connection with the dissolution of UDR Out-Performance I, LLC in December 2007.
(7)	As a result of a special dividend declared November 10, 2008, and paid January 29, 2009, to all stockholders of record on December 9, 2008, the reporting person received these additional limited partnership units of UDRLP.
(8)	On March 5, 2009, the reporting person received 32,679 shares of common stock upon the conversion of 21,654 limited partnership units of UDRLP, which the reporting person received in connection with the dissolution of UDR Out-Performance I, LLC in December 2007.

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