UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                  FORM  10-Q


  FOR QUARTERLY AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2001

                                      OR

            [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to_________

                        Commission file number 1-10524
                                               -------


                       UNITED DOMINION REALTY TRUST, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

          Virginia                                         54-0857512
-------------------------------                      -----------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation of organization)                         Identification No.)

             400 East Cary Street,  Richmond, Virginia 23219-3802
--------------------------------------------------------------------------------
              (Address of principal executive offices - zip code)

                                (804) 780-2691
                                --------------
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to filing requirements
for at least the past 90 days.

                               Yes     X        No ______
                                    ------


                      APPLICABLE ONLY TO CORPORATE USERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of May 8, 2001:

Common Stock, $1 Par Value:     101,291,902


                      UNITED DOMINION REALTY TRUST, INC.
                                   FORM 10-Q
                                     INDEX



                                                                                                   PAGE
                                                                                                   ----
                                                                                                
                PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements (unaudited)

         Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000..................     3

         Consolidated Statements of Operations for the three months ended
             March 31, 2001 and 2000.............................................................     4

         Consolidated Statements of Cash Flows for the three months ended
             March 31, 2001 and 2000.............................................................     5

         Consolidated Statement of Shareholders' Equity for the three months ended
             March 31, 2001......................................................................     6

         Notes to Consolidated Financial Statements..............................................  7-14

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
             Operations.......................................................................... 15-24

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..............................    25


                PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.......................................................................    26

Item 2.  Changes in Securities...................................................................    26

Item 3.  Defaults Upon Senior Securities.........................................................    26

Item 4.  Submission of Matters to a Vote of Security Holders.....................................    26

Item 5.  Other Information.......................................................................    26

Item 6.  Exhibits and Reports on Form 8-K........................................................ 26-30

Signatures  .....................................................................................    31


                                       2


                      UNITED DOMINION REALTY TRUST, INC.
                          CONSOLIDATED BALANCE SHEETS
                     (In thousands, except per share data)
                                  (Unaudited)



                                                                                                 March 31,         December 31,
                                                                                                   2001                2000
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
ASSETS

Real estate owned:
    Real estate held for investment (Note 2)                                                   $   3,666,312       $   3,758,974
       Less: accumulated depreciation                                                               (532,739)           (506,871)
                                                                                               --------------      --------------
                                                                                                   3,133,573           3,252,103
    Real estate under development                                                                     51,884              60,366
    Real estate held for disposition (net of accumulated depreciation of $15,937
       and $2,534) (Note 3)                                                                          120,585              14,446
                                                                                               --------------      --------------
    Total real estate owned, net of accumulated depreciation                                       3,306,042           3,326,915
Cash and cash equivalents                                                                              7,442              10,305
Restricted cash                                                                                       33,593              44,943
Deferred financing costs                                                                              13,650              14,271
Investment in unconsolidated development joint venture (Note 4)                                        7,886               8,088
Other assets                                                                                          52,050              49,435
                                                                                               --------------      --------------
    Total assets                                                                               $   3,420,663       $   3,453,957
                                                                                               ==============      ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

Secured debt (Note 5)                                                                          $     838,014       $     866,115
Unsecured debt (Note 6)                                                                            1,177,438           1,126,215
Real estate taxes payable                                                                             21,060              30,554
Accrued interest payable                                                                              16,033              18,059
Security deposits and prepaid rent                                                                    23,266              22,524
Distributions payable                                                                                 36,242              36,128
Accounts payable, accrued expenses and other liabilities                                              54,277              47,144
                                                                                               --------------      --------------
    Total liabilities                                                                              2,166,330           2,146,739

Minority interests                                                                                    86,160              88,326

Shareholders' equity
    Preferred stock, no par value; $25 liquidation preference,
      25,000,000 shares authorized;
       3,954,920 shares 9.25% Series A Cumulative Redeemable issued and outstanding
          (3,969,120 in 2000)                                                                         98,873              99,228
       5,432,109 shares 8.60% Series B Cumulative Redeemable issued and outstanding
          (5,439,109 in 2000)                                                                        135,803             135,978
       8,000,000 shares 7.50% Series D Cumulative Convertible Redeemable issued
          and outstanding (8,000,000 in 2000)                                                        175,000             175,000
    Common stock, $1 par value; 150,000,000 shares authorized
       101,369,483 shares issued and outstanding (102,219,250 in 2000)                               101,369             102,219
    Additional paid-in capital                                                                     1,073,051           1,081,387
    Distributions in excess of net income                                                           (397,233)           (366,531)
    Notes receivable from officer-shareholders                                                        (7,382)             (7,561)
    Deferred compensation - unearned restricted stock awards                                          (2,194)               (828)
    Accumulated other comprehensive loss (Note 7)                                                     (9,114)                  -
                                                                                               --------------      --------------
    Total shareholders' equity                                                                     1,168,173           1,218,892
                                                                                               --------------      --------------
    Total liabilities and shareholders' equity                                                 $   3,420,663       $   3,453,957
                                                                                               ==============      ==============


See accompanying notes to consolidated financial statements.

                                       3


                      UNITED DOMINION REALTY TRUST, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)
                                  (Unaudited)



Three Months Ended March 31,                                         2001            2000
----------------------------------------------------------------------------------------------
                                                                           

REVENUES
   Rental income                                                  $   152,816      $  154,057
   Non-property income                                                  1,136           1,070
                                                                  -----------      ----------
        Total revenues                                                153,952         155,127

EXPENSES
   Rental expenses:
        Real estate taxes and insurance                                17,561          17,483
        Personnel                                                      16,050          16,438
        Repair and maintenance                                          8,476           8,532
        Utilities                                                       7,638           6,534
        Administrative and marketing                                    5,833           5,923
        Property management                                             3,790           4,643
        Other operating expenses                                          430             402
   Real estate depreciation                                            40,398          33,904
   Interest                                                            37,221          39,075
   Severance costs and other organizational charges                     5,404               -
   Impairment loss on real estate and investments (Note 3)              3,188               -
   General and administrative                                           4,505           3,870
   Other depreciation and amortization                                    881           1,203
                                                                  -----------      ----------
        Total expenses                                                151,375         138,007
                                                                  -----------      ----------

Income before gains on sales of investments, minority interests
   and extraordinary item                                               2,577          17,120
Gains on sales of depreciable property                                  4,102           2,533
                                                                  -----------      ----------
Income before minority interests and extraordinary item                 6,679          19,653
Minority interests of unitholders in operating partnerships               244            (668)
Minority interests of unitholders in other partnerships                (1,004)           (177)
                                                                  -----------      ----------
Income before extraordinary item                                        5,919          18,808
Extraordinary item - early extinguishment of debt                        (187)           (228)
                                                                  -----------      ----------
Net income                                                              5,732          18,580
Distributions to preferred shareholders - Series A and B               (5,206)         (5,583)
Distributions to preferred shareholders - Series D (Convertible)       (3,857)         (3,825)
Discount on preferred share repurchases                                    23               -
                                                                  -----------      ----------
Net income (loss) available to common shareholders                $    (3,308)     $    9,172
                                                                  ===========      ==========


Earnings (loss) per common share (Note 8):
   Basic                                                          $     (0.03)     $     0.09
                                                                  ===========      ==========
   Diluted                                                        $     (0.03)     $     0.09
                                                                  ===========      ==========

Common distributions declared per share                           $    0.2700      $   0.2675
                                                                  ===========      ==========


Weighted average number of common shares outstanding-basic            101,346         103,019
Weighted average number of common shares outstanding-diluted          101,346         103,045


See accompanying notes to consolidated financial statements.

                                       4


                      UNITED DOMINION REALTY TRUST, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                  (Unaudited)



Three Months Ended March 31,                                                           2001                 2000
----------------------------------------------------------------------------------------------------------------------
                                                                                                
Operating Activities
    Net income                                                                  $         5,732       $        18,580
    Adjustments to reconcile net income to cash provided
      by operating activities:
      Depreciation and amortization                                                      41,279                35,107
      Impairment loss on real estate and investments                                      3,188                     -
      Gains on sales of investments                                                      (4,102)               (2,533)
      Minority interests                                                                    760                   845
      Extraordinary item-early extinguishment of debt                                       187                   228
      Amortization of deferred financing costs and other                                    883                 1,057
      Changes in operating assets and liabilities:
        Decrease in operating liabilities                                              (12,989)               (8,272)
        Decrease in operating assets                                                    15,564                 3,896
                                                                                ---------------       ---------------
Net cash provided by operating activities                                                50,502                48,908

Investing Activities
    Proceeds from sales of real estate investments, net                                   4,236                13,042
    Development of real estate assets                                                   (11,744)              (19,653)
    Capital expenditures - real estate assets, net of escrow reimbursement              (11,322)               (6,220)
    Acquisition of real estate assets, net of liabilities assumed                        (4,410)                    -
    Capital expenditures - non-real estate assets                                          (360)               (1,766)
    1031 exchange funds held in escrow                                                   (7,233)                    -
                                                                                ---------------       ---------------
Net cash used in investing activities                                                   (30,833)              (14,597)

Financing Activities
    Scheduled principal payments on secured notes payable                               ( 2,709)               (3,573)
    Non-scheduled principal payments on secured notes payable                           (20,620)              (49,645)
    Proceeds from the issuance of unsecured notes payable                                     -               146,700
    Payments on unsecured notes payable                                                 (16,993)               (8,351)
    Net borrowing/(repayment) of short-term bank debt                                    68,300               (83,900)
    Payment of financing costs                                                             (180)                 (935)
    Proceeds from the issuance of common stock                                            1,966                 4,305
    Distributions paid to minority interests                                             (2,528)               (2,393)
    Distributions paid to preferred shareholders                                         (9,081)               (9,355)
    Distributions paid to common shareholders                                           (27,238)              (26,899)
    Repurchase of operating partnership units                                              (353)                    -
    Repurchase of common and preferred stock                                            (13,096)               (1,986)
                                                                                ---------------       ---------------
Net cash used in financing activities                                                   (22,532)              (36,032)

Net decrease in cash and cash equivalents                                                (2,863)               (1,721)
Cash and cash equivalents, beginning of period                                           10,305                 7,678
                                                                                ---------------       ---------------
Cash and cash equivalents, end of period                                        $         7,442       $         5,957
                                                                                ===============       ===============

Supplemental Information:
    Interest paid during the period                                             $        38,711       $        34,466
    Conversion of operating partnership units to common stock                                11                   626
    Issuance of restricted stock awards                                                   1,548                   829
    Non-cash transactions associated with the acquisition of properties:
         Secured debt assumed                                                             2,915                     -
    Non-cash transactions associated with the disposition of properties:
         Reduction in secured debt                                                        7,694                10,367


    See accompanying notes to consolidated financial statements.

                                       5


                      UNITED DOMINION REALTY TRUST, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                     (In thousands, except per share data)
                                  (Unaudited)




                                                                         Preferred Stock               Common Stock
                                                                    ----------------------------------------------------
                                                                      Shares       Amount         Shares        Amount
------------------------------------------------------------------------------------------------------------------------
 
Balance, December 31, 2000                                             17,408,229   $ 410,206  102,219,250   $ 102,219
Comprehensive Income
  Net income
  Other comprehensive loss:
      Cumulative effect of a change in accounting principle (Note 7)
      Unrealized loss on derivative instruments (Note 7)
  ----------------------------------------------------------------------------------------------------------------------
  Comprehensive loss
  ----------------------------------------------------------------------------------------------------------------------
  Issuance of common shares to employees,
      officers and director-shareholders                                                           33,278          33
  Issuance of common shares through dividend reinvestment
      and stock purchase plan                                                                       95,972          96
  Purchase of common and preferred stock                                  (21,200)       (530)  (1,116,856)     (1,117)
  Issuance of restricted stock awards                                                              127,100         127
  Adjustment for cash purchase and conversion of
      minority interests of unitholders in operating partnerships                                   10,739          11
  Principal repayments on notes receivable from officer-
    shareholders
  Common stock distributions declared ($.27 per share)
  Preferred stock distributions declared-Series A ($.54 per share)
  Preferred stock distributions declared-Series B ($.54 per share)
  Preferred stock distributions declared-Series D ($.48 per share)
  Amortization of deferred compensation
                                                                      --------------------------------------------------
Balance, March 31, 2001                                                17,387,029   $ 409,676  101,369,483   $ 101,369
                                                                      ==================================================





                                                                                           Distributions in     Notes Receivable
                                                                            Paid-in           Excess of          from Officer -
                                                                            Capital          Net Income           Shareholders
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Balance, December 31, 2000                                                  $ 1,081,387     $    (366,531)           $ (7,561)
Comprehensive Income
  Net income                                                                                        5,732
  Other comprehensive loss:
      Cumulative effect of a change in accounting principle (Note 7)
      Unrealized loss on derivative instruments (Note 7)
  --------------------------------------------------------------------------------------------------------------------------------
  Comprehensive loss                                                                                5,732
  --------------------------------------------------------------------------------------------------------------------------------
  Issuance of common shares to employees,
      officers and director-shareholders                                           554
  Issuance of common shares through dividend reinvestment
      and stock purchase plan                                                     1,104
  Purchase of common and preferred stock                                        (11,449)
  Issuance of restricted stock awards                                             1,421
  Adjustment for cash purchase and conversion of
      minority interests of unitholders in operating partnerships                    34
  Principal repayments on notes receivable from officer-
    shareholders                                                                                                         179
  Common stock distributions declared ($.27 per share)                                            (27,371)
  Preferred stock distributions declared-Series A ($.54 per share)                                 (2,286)
  Preferred stock distributions declared-Series B ($.54 per share)                                 (2,920)
  Preferred stock distributions declared-Series D ($.48 per share)                                 (3,857)
  Amortization of deferred compensation
                                                                            ------------------------------------------------------
Balance, March 31, 2001                                                     $ 1,073,051     $    (397,233)           $ (7,382)
                                                                            ======================================================





                                                                             Deferred            Accumulated
                                                                           Compensation -           Other
                                                                        Unearned Restricted      Comprehensive
                                                                           Stock Awards              Loss             Total
-------------------------------------------------------------------------------------------------------------------------------
 
Balance, December 31, 2000                                              $          (828)         $          -      $ 1,218,892
Comprehensive Income
  Net income                                                                                                             5,732
  Other comprehensive loss:
      Cumulative effect of a change in accounting principle (Note 7)                                   (3,848)          (3,848)
      Unrealized loss on derivative instruments (Note 7)                                               (5,266)          (5,266)
  ----------------------------------------------------------------------------------------------------------------------------
  Comprehensive loss                                                                                   (9,114)          (3,382)
  ----------------------------------------------------------------------------------------------------------------------------
  Issuance of common shares to employees,
      officers and director-shareholders                                                                                   587
  Issuance of common shares through dividend reinvestment
      and stock purchase plan                                                                                            1,200
  Purchase of common and preferred stock                                                                               (13,096)
  Issuance of restricted stock awards                                            (1,548)                                     -
  Adjustment for cash purchase and conversion of
      minority interests of unitholders in operating partnerships                                                           45
  Principal repayments on notes receivable from officer-
    shareholders                                                                                                           179
  Common stock distributions declared ($.27 per share)                                                                 (27,371)
  Preferred stock distributions declared-Series A ($.54 per share)                                                      (2,286)
  Preferred stock distributions declared-Series B ($.54 per share)                                                      (2,920)
  Preferred stock distributions declared-Series D ($.48 per share)                                                      (3,857)
  Amortization of deferred compensation                                             182                                    182
                                                                    ----------------------------------------------------------
Balance, March 31, 2001                                                 $        (2,194)         $     (9,114)     $ 1,168,173
                                                                    ==========================================================


See accompanying notes to consolidated financial statements.

                                       6


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2001
                                  (UNAUDITED)

1.  Basis of Presentation
The accompanying consolidated financial statements include the accounts of
United Dominion and its subsidiaries, including United Dominion Realty, L.P.
(the "Operating Partnership"), and Heritage Communities L.P. (the "Heritage
OP"), (collectively, "United Dominion"). As of March 31, 2001, there were
74,486,812 units in the Operating Partnership outstanding, of which 67,693,188
units, or 90.9%, were owned by United Dominion and 6,793,624 units, or 9.1%,
were owned by non-affiliated limited partners. As of March 31, 2001, there were
4,535,846 units in the Heritage OP outstanding, of which 3,910,755 units, or
86.2%, were owned by United Dominion and 625,091 units, or 13.8%, were owned by
non-affiliated limited partners. The consolidated financial statements of United
Dominion include the minority interests of the unitholders in the operating
partnerships.

The accompanying interim unaudited consolidated financial statements have been
prepared according to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted according to such rules and
regulations, although management believes that the disclosures are adequate to
make the information presented not misleading. The accompanying consolidated
financial statements should be read in conjunction with the audited financial
statements and related notes appearing in United Dominion's December 31, 2000
Annual Report on Form 10-K filed with the Securities and Exchange Commission.

In the opinion of management, the consolidated financial statements reflect all
adjustments which are necessary for the fair presentation of financial position
at March 31, 2001 and results of operations for the interim periods ended March
31, 2001 and 2000. Such adjustments are normal and recurring in nature. All
significant inter-company accounts and transactions have been eliminated in
consolidation. The interim results presented are not necessarily indicative of
results that can be expected for a full year.

The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent liabilities at the dates of the
financial statements and the amounts of revenues and expenses during the
reporting periods. Actual amounts realized or paid could differ from those
estimates.

Certain previously reported amounts have been reclassified to conform to the
current financial statement presentation.

2. Real Estate Held for Investment
At March 31, 2001 there are 270 communities with 75,488 apartment homes
classified as real estate held for investment. The following table summarizes
the components of real estate held for investment at March 31, 2001 and December
31, 2000 (dollars in thousands):



                                                                   March 31,            December 31,
                                                                      2001                  2000
                                                                -----------------     -----------------
                                                                                
                  Land and land improvements                           $ 543,160             $ 668,003
                  Buildings and improvements                           2,936,582             2,902,386
                  Furniture, fixtures and equipment                      186,257               188,321
                  Construction in progress                                   313                   264
                                                               -----------------     -----------------
                  Real estate held for investment                      3,666,312             3,758,974
                  Accumulated depreciation                              (532,739)             (506,871)
                                                               -----------------     -----------------
                  Real estate held for investment, net
                       of accumulated depreciation
                                                                      $3,133,573            $3,252,103
                                                               =================     =================


                                       7


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2001
                                  (UNAUDITED)

3.  Real Estate Held for Disposition
At March 31, 2001, United Dominion had six apartment communities with 1,638
homes, eleven parcels of land and three commercial properties included in real
estate held for disposition totaling $120.6 million, which is net of $15.9
million of accumulated depreciation. Real estate held for disposition
contributed total revenues of $4.4 million and $4.1 million and property
operating income (property rental income less property operating expense) of
$2.7 million and $2.4 million for the three month periods ended March 31, 2001
and 2000, respectively. Certain assets are secured by mortgage indebtedness,
which may be assumed by the purchaser or repaid from the net proceeds.

During the first quarter of 2001, United Dominion performed an analysis of the
carrying value of all undeveloped land parcels in connection with the Company's
plans to accelerate the disposition of these sites. As a result, an aggregate
$2.8 million impairment loss was recognized on seven undeveloped sites in
selected markets. An impairment loss was indicated as a result of the net book
value of the assets being greater than the estimated fair market value less the
cost of disposal.

4.  Investment in Unconsolidated Joint Venture
At March 31, 2001, United Dominion's investment in an unconsolidated joint
venture ("the venture") consisted of a 25% partnership interest in a development
joint venture in which the Company is serving as the managing partner. No gain
or loss was recognized on the Company's contribution to the development joint
venture. The venture will develop five apartment communities with a total of
1,438 homes for an aggregate total cost of approximately $103 million. Upon
closing of the venture in June 2000, United Dominion contributed the projects in
return for its equity interest of approximately $8 million in the venture and
was reimbursed for approximately $35 million of development outlays that were
incurred prior to closing the joint venture.

United Dominion serves as the developer, general contractor and property manager
for the venture and recognized fee income, to the extent of the outside
partner's interest, of approximately $0.4 million for services provided by the
Company to the joint venture for the quarter ended March 31, 2001. As of March
31, 2001, four of the joint venture properties were complete and one property
remains under development with completion anticipated to occur in the third
quarter of 2001. The Company has the option, but not the obligation, to purchase
these properties for fair value upon completion of the projects. Although the
legal termination date of the joint venture is December 2006, the Company does
not anticipate that the venture's useful life will exceed three years.

The following is a summary of the financial position of the joint venture as of
March 31, 2001 and December 31, 2000 (dollars in thousands):



                                                                   March 31,     December 31,
                                                                     2001            2000
                                                                 --------------  --------------
                                                                           
                 Assets:
                 Real estate, net                                      $94,014         $85,644
                 Other assets                                            3,699           6,507
                                                                --------------  --------------
                         Total assets                                  $97,713         $92,151
                                                                ==============  ==============

                 Liabilities and partners' equity:
                 Mortgage notes payable                                $59,227         $49,785
                 Other liabilities                                       7,779          11,436
                 Partners' equity                                       30,707          30,930
                                                                --------------  --------------
                         Total liabilities and partners' equity        $97,713         $92,151
                                                                ==============  ==============


                                       8


5.  Secured Debt
Secured debt, which encumbers $1.4 billion or 38.5% of United Dominion's real
estate owned ($2.4 billion or 61.5% of United Dominion's real estate owned is
unencumbered) consists of the following at March 31, 2001 (dollars in
thousands):



                                                                                                         No. of
                                                                  Weighted Avg.     Weighted Avg.     Communities
                                      Principal Outstanding       Interest Rate   Years to Maturity    Encumbered
                                   ----------------------------- ----------------------------------------------------
                                     March 31,    December 31,
                                       2001           2000             2001             2001              2001
---------------------------------------------------------------- ----------------------------------------------------
                                                                                       
Fixed Rate Debt
Mortgage Notes Payable (a)              $511,332       $513,962             7.81%               5.5               74
Tax-Exempt Secured Notes Payable          76,287         79,756             6.80%              13.3               10
Secured Credit Facilities (b)             17,000         17,000             7.04%              12.8               --
                                   ----------------------------- ----------------------------------------------------
Total Fixed Rate Secured Debt            604,619        610,718             7.66%               6.7               84

Variable Rate Debt
Secured Credit Facilities (b)            196,340        216,960             7.33%              13.1               20
Tax-Exempt Secured Notes Payable          19,916         19,916             3.57%              24.2                3
Mortgage Notes Payable                    17,139         18,521             7.39%               6.1                4
                                   ----------------------------- ----------------------------------------------------
Total Variable Rate Secured Debt         233,395        255,397             7.01%              13.5               27
                                   ----------------------------- ----------------------------------------------------
Total Secured Debt                      $838,014       $866,115             7.46%               8.4              111
                                   ============================= ====================================================


(a)   Includes fair value adjustments aggregating $9.7 million at March 31, 2001
      and $10.2 million at December 31, 2000, recorded in connection with the
      ASR Merger and the AAC Merger on March 27, 1998 and December 7, 1998,
      respectively.
(b)   At March 31, 2001, United Dominion had $213.3 million outstanding under
      two revolving credit facilities with the Federal National Mortgage
      Association (the "FNMA Credit Facilities"). At March 31, 2001, the FNMA
      Credit Facilities had a weighted average floating rate of interest of
      7.31%. In order to limit a portion of its interest rate exposure, United
      Dominion has two interest rate swap agreements associated with the FNMA
      Credit Facilities. These agreements have an aggregate notional value of
      $17 million under which United Dominion pays a fixed rate of interest and
      receives a variable rate on the notional amount. The interest rate swap
      agreements effectively change United Dominion's interest rate exposure on
      $17 million of secured debt from a variable rate to a weighted average
      fixed rate of 7.04%.

Approximate principal payments due during each of the next five calendar years
and thereafter, as of March 31, 2001, are as follows (dollars in thousands):



                                                           Amount
                           Year                           Maturing
                           -----------------------------------------
                                                       
                           2001                          $ 52,122
                           2002                            54,284
                           2003                            60,918
                           2004                           124,798
                           2005                           126,537
                           Thereafter                     419,355
                                                      ------------
                              Total                      $838,014
                                                      ============


                                       9


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2001
                                  (UNAUDITED)


6.   Unsecured Debt
A summary of unsecured debt at March 31, 2001 and December 31, 2000 is as
follows (dollars in thousands):



                                                                              2001               2000
                                                                          --------------     -------------
Commercial Banks
                                                                                       
         Borrowings outstanding under an
            unsecured credit facility (a) (b)                                $  312,700        $  244,400
         Borrowings outstanding under an
            unsecured term loan (c)                                             100,000           100,000

Senior Unsecured Notes - Other
         7.60% Medium-Term Notes due January 2002                                46,750            48,750
         7.65% Medium-Term Notes due January 2003 (d)                            10,000            10,000
         7.22% Medium-Term Notes due February 2003                               11,890            11,900
         5.05% City of Portland, OR Bonds due October 2003                        7,345             7,345
         8.63% Notes due March 2003                                              78,030            79,030
         7.98% Notes due March, 2000-2003 (e)                                    14,857            22,285
         7.67% Medium-Term Notes due January 2004                                53,510            54,000
         7.73% Medium-Term Notes due April 2005                                  22,400            22,400
         7.02% Medium-Term Notes due November 2005                               50,000            50,000
         7.95% Medium-Term Notes due July 2006                                  103,308           107,398
         7.07% Medium-Term Notes due November 2006                               25,000            25,000
         7.25% Notes due January 2007                                           108,310           110,080
         ABAG Tax-Exempt Bonds due August 2008                                   46,700            46,700
         8.50% Monthly Income Notes due November 2008                            57,403            57,400
         8.50% Debentures due September 2024 (f)                                125,500           125,500
         Other (g)                                                                3,735             4,027
                                                                          -------------      ------------
                                                                                764,738           781,815
                                                                          -------------      ------------
                        Total Unsecured Debt                                 $1,177,438        $1,126,215
                                                                          =============      ============


(a)      Weighted average interest rate of 6.5% and 7.5% at March 31, 2001 and
         December 31, 2000, respectively.
(b)      United Dominion had eight interest rate swap agreements associated with
         commercial bank borrowings with an aggregate notional value of $155
         million under which United Dominion pays a fixed rate of interest and
         receives a variable rate of interest on the notional amounts. The
         interest rate swaps effectively change United Dominion's interest rate
         exposure on these borrowings from a variable rate to a weighted average
         fixed rate of approximately 6.98%.
(c)      United Dominion had five interest rate swap agreements associated with
         borrowings under the term loan with an aggregate notional value of $100
         million under which United Dominion pays a fixed rate of interest and
         receives a variable rate of interest on the notional amounts. The
         interest rate swaps effectively change United Dominion's interest rate
         exposure on these borrowings from a variable rate to a weighted average
         fixed rate of approximately 7.53%.
(d)      United Dominion had one interest rate swap agreement associated with
         these unsecured notes with an aggregate notional value of $10 million
         under which United Dominion pays a fixed rate of interest and receives
         a variable rate on the notional amount. The interest rate swap
         agreement effectively changes United Dominion's interest rate exposure
         on the $10 million from a variable rate to a fixed rate of 7.65%.
(e)      Payable annually in two equal principal installments of $7.4 million.
(f)      Includes an investor put feature that grants a one-time option to
         redeem the debentures in September 2004.
(g)      Includes $3.6 million and $3.8 million at March 31, 2001 and December
         31, 2000, respectively, of deferred gains from the termination of
         interest rate risk management agreements.

                                       10


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2001
                                 (UNAUDITED)


7.   Derivative Instruments and Hedging Activities
Statements of Financial Accounting Standards No. 133 and 138, "Accounting for
Certain Derivative Instruments and Hedging Activities" became effective on
January 1, 2001. The new accounting standards require companies to carry all
derivative instruments, including certain embedded derivatives, in the
consolidated balance sheet at fair value. The accounting for changes in the fair
value of a derivative instrument depends on whether it has been designated and
qualifies as part of a hedging relationship and on the type of hedging
relationship. For those derivative instruments that are designated and qualify
as hedging instruments, a company must designate the hedging instrument, based
on the exposure being hedged, as either a fair value hedge, cash flow hedge or a
hedge of a net investment in a foreign operation. At March 31, 2001, all of the
Company's derivative financial instruments are designated as cash flow hedges of
underlying exposures, and are qualifying hedges for financial reporting
purposes. For derivative instruments that qualify as cash flow hedges, the
effective portion of the gain or loss on the derivative instrument is reported
as a component of other comprehensive income and reclassified into earnings
during the same period or periods during which the hedged transaction affects
earnings. The remaining gain or loss on the derivative instrument in excess of
the cumulative change in the present value of future cash flows of the hedged
item, if any, is recognized in current earnings during the period of change. The
adoption of Statements 133 and 138 on January 1, 2001 resulted in a cumulative
effect of an accounting change of $(3.8) million all of which was recorded
directly to other comprehensive loss.

As part of United Dominion's overall interest rate risk management strategy, the
Company uses derivative financial instruments as a means to modify the exposure
to interest rate risk on variable rate debt obligations or to hedge anticipated
financing transactions. The Company's derivative transactions used for interest
rate risk management include various interest rate swaps with indices that
relate to the pricing of specific financial instruments of United Dominion.
Because of the close correlation between the hedging instrument and the
underlying exposure being hedged, fluctuations in the value of the derivative
instruments are generally offset by changes in the value of the underlying
exposures. As a result, United Dominion believes that is has appropriately
controlled the risk so that derivatives used for interest rate risk management
will not have a material unintended effect on consolidated earnings. The Company
does not enter into derivative financial instruments for trading purposes.

The fair value of the Company's derivative instruments is reported on balance
sheet at their current fair value. Estimated fair values for interest rate swaps
rely on prevailing market interest rates. These fair value amounts should not be
viewed in isolation, but rather in relation to the values of the underlying
hedging transactions and investments and to the overall reduction in exposure to
adverse fluctuations in interest rates. Each interest rate swap agreement is
designated with all or a portion of the principal balance and term of a specific
debt obligation. The interest rate swaps involve the periodic exchange of
payments over the life of the related agreements. Amounts received or paid on
the interest rate swaps are recorded on an accrual basis as an adjustment to the
related interest expense of the outstanding debt based on the accrual method of
accounting. The related amounts payable to and receivable from counterparties
are included in other liabilities and other assets, respectively.

The following table presents the fair values of the Company's derivative
instruments outstanding as of March 31, 2001 (dollars in thousands):


                                       11


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2001
                                 (UNAUDITED)




      Notional        Fixed        Type of          Underlying         Effective     Contract         Fair
       Amount         Rate         Contract            Debt              Date        Maturity         Value
   -------------------------------------------------------------------------------------------------------------
                                                                                   
        $   5,000     7.32%          Swap      Bank Credit Facility    06/26/95      07/01/04         $   (210)

           10,000     7.14%          Swap      Bank Credit Facility    10/18/95      10/03/02             (219)

            5,000     6.98%          Swap      Bank Credit Facility    11/21/95      10/03/02              (96)

           10,000     7.65%          Swap        Medium-Term Notes     01/26/99      01/27/03             (116)

            7,000     6.78%          Swap              FNMA            06/30/99      06/30/04             (227)

           10,000     7.22%          Swap              FNMA            12/01/99      04/01/04             (439)

           25,000     7.39%          Swap      Bank Credit Facility    11/01/00      08/01/03             (932)

           25,000     7.39%          Swap      Bank Credit Facility    11/01/00      08/01/03             (932)

           25,000     7.49%          Swap         Bank Term Loan       11/15/00      05/15/03             (897)

           20,000     7.49%          Swap         Bank Term Loan       11/15/00      05/15/03             (718)

           23,500     7.62%          Swap         Bank Term Loan       11/15/00      05/15/04           (1,114)

           23,000     7.62%          Swap         Bank Term Loan       11/15/00      05/15/04           (1,108)

           25,000     7.21%          Swap      Bank Credit Facility    12/01/00      08/01/03             (828)

            8,500     7.26%          Swap         Bank Term Loan       12/04/00      05/15/03             (265)

           25,000     7.21%          Swap      Bank Credit Facility    12/04/00      08/01/03             (828)

           35,000     5.98%          Swap      Bank Credit Facility    03/13/01      04/01/03             (213)
   -----------------------------------------------------------------------------------------------------------
       $  282,000                                                                                    $  (9,142)
   ===========================================================================================================


During the quarter ended March 31, 2001, United Dominion recognized $(3.8)
million of a cumulative effect of a change in accounting principle and $5.2
million of unrealized losses in accumulated other comprehensive loss related to
the Company's hedging instruments. In addition, United Dominion recognized
$(28.0) thousand in net income related to the ineffective portion of the
Company's hedging instruments.

As of March 31, 2001, United Dominion expects to reclassify $3.7 million of net
losses on derivative instruments from accumulated other comprehensive income to
earnings (interest expense) during the next twelve months in order to
artificially fix the interest rate on the related hedged transactions.

                                       12


8.    Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed based upon the weighted
average number of common shares outstanding during the period. Diluted earnings
(loss) per common share is computed based on common shares outstanding plus the
effect of dilutive stock options and other potentially dilutive common stock
equivalents. The dilutive effect of stock options and other potential common
stock equivalents is determined using the treasury stock method based on United
Dominion's average stock price. The early extinguishment of debt does not have
an effect on the earnings per share calculation for the periods presented. The
following table sets forth the computation of basic and diluted earnings (loss)
per share (dollars in thousands, except per share data):



                                                                                       Three months ended
                                                                                           March 31,
                                                                                      2001            2000
                                                                                  -----------------------------
                                                                                              
           Numerator for basic and diluted earnings per share-
             net income (loss) available to common shareholders                       $(3,308)      $    9,172


           Denominator:
           Beginning denominator for basic earnings per share-
             weighted average common shares outstanding                               101,529          103,019

             Non-vested restricted stock                                                 (183)               -

                                                                                  -----------       -----------
           Denominator for basic earnings per share                                   101,346          103,019


           Effect of dilutive securities:
           Employee stock options                                                           -               26
                                                                                  -----------       -----------
           Denominator for diluted earnings per share                                 101,346          103,045
                                                                                  ===========       ===========

           Basic earnings (loss) per share:                                       $     (0.03)      $     0.09
                                                                                  ===========       ===========
           Diluted earnings (loss) per share                                      $     (0.03)      $     0.09
                                                                                  ===========       ===========



The effect of the conversion of the operating partnership units and convertible
preferred stock is not dilutive and is therefore not included in the above
calculations. If the operating partnership units were converted to common stock,
the additional shares of common stock outstanding for the three months ended
March 31, 2001 and 2000 would be 7,425,760 and 7,503,570, respectively. If the
convertible preferred stock was converted to common stock, the additional shares
of common stock outstanding for the three months ended March 31, 2001 and 2000
would be 12,307,692 common shares.


The effect of employee stock options for the three months ended March 31, 2001,
was not included since its effect would be dilutive due to the net loss to
common shareholders incurred during the period.

                                       13


                       UNITED DOMINION REALTY TRUST, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)



9. Restructuring Charges
During the first quarter of 2001, United Dominion announced the appointment of a
new chief executive officer and senior management structure. The new management
team began a comprehensive review of the organizational structure of the Company
and its operations. As a result of this review, the Company recorded a charge of
$5.4 million related to workforce reductions and other miscellaneous costs.
These charges are included in the Consolidated Statements of Operations within
the line item "Severance costs and other organizational charges." All charges
came under consideration subsequent to the appointment of the Company's new CEO
in February 2001 and were approved by management and the Board of Directors in
March 2001.

The planned workforce reductions resulted in a charge of $4.5 million and in the
planned termination of approximately 200 full time equivalent positions, or 10%
of total staffing in corporate functions, including senior management and
general and administrative functions, and in apartment operations. Employee
termination benefits include severance packages and related benefits and
outplacement services for employees terminated. As of March 31, 2001,
approximately 220 employees have been terminated. The Company expects that
substantially all of the unpaid charge as of March 31, 2001 will be paid during
the third quarter of 2001.

A reconciliation of the unpaid severance costs for the three months ended March
31, 2001, is presented below:

            (in millions)
            ----------------------------------------------------------
            Balance, beginning of period                       $    -
            Accrued severance costs                               4.5
            Cash payments                                        (0.9)
            ----------------------------------------------------------
            Balance, end of period                             $  3.6
            ----------------------------------------------------------

In connection with senior management's review of the Company during the first
quarter, United Dominion also recognized $0.4 million related to relocation
costs associated with the new executive offices in Denver and $0.5 million in
other miscellaneous costs.


10. Subsequent Events
In April 2001, United Dominion sold six Florida communities with 1,638 apartment
homes for an aggregate sales price of approximately $113.0 million and
recognized gains for financial reporting purposes of $21.5 million. Proceeds
from the sale were applied primarily to reductions in long-term debt, and to a
lesser extent, to complete 1031 exchanges in order to defer taxable gains and to
repurchase common and preferred shares.

In May 2001, the shareholders of United Dominion approved the Out-Performance
Program (the "Program) pursuant to which officers and other key employees of the
Company will be given the opportunity to invest in the Company by purchasing
performance shares ("Out-Performance Partnership Shares" or "OPPSs") of the
Operating Partnership for an initial investment of $1.27 million. To begin the
Program, the Company's performance will be measured over a twenty-eight month
period beginning with the month of Thomas W. Toomey's employment (February
2001). The Program is designed to provide participants with the possibility of
substantial returns on their investment if the Company's total return, defined
as dividend income plus share price appreciation, on its common stock during the
measurement period exceeds the industry average and is the equivalent of at
least a 30% total return or 12% annualized (the "minimum return"). At the
conclusion of the measurement period, if United Dominion's total return
satisfies these criteria, the holders of the OPPSs will receive distributions
and allocations of income and loss from the Operating Partnership equal to the
distributions and allocations that would be received on the number of interests
in the Operating Partnership ("OP Units") obtained by: (i) determining the
amount by which the cumulative total return of the Company's common stock over
the measurement period exceeds the greater of the cumulative total return of the
peer group index (the Morgan Stanley REIT Index) or the minimum return (such
being the "excess return"); (ii) multiplying 4% of the excess return by the
Company's market capitalization (defined as the average number of shares
outstanding over the 28 month period multiplied by the daily closing price of
the Company's common stock); and (iii) dividing the number obtained in (ii) by
the market value of one share of the Company common stock on the valuation date,
as the weighted average price per day of the common stock for the 20 trading
days immediately preceding the valuation date. If, on the valuation date, the
cumulative total return of United Dominion's common stock does not meet the
minimum return or the total return of the peer group and there is no excess
return, then the holders of the OPPSs will forfeit their entire initial
investment of $1.27 million.


                                       14


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
        OF OPERATIONS
        -------------

Forward-Looking Statements
The following information should be read in conjunction with the United Dominion
Realty Trust, Inc. ("United Dominion") 2000 Form 10-K as well as the financial
statements and notes included in Item 1 of this report.  This quarterly report
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1993, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Such forward-looking statements include, without
limitation, statements concerning property acquisitions and dispositions,
development activity and capital expenditures, capital raising activities, rent
growth, occupancy and rental expense growth.  Words such as "expects",
"anticipates", "intends", "plans", "believes", "seeks", "estimates" and
variations of such words and similar expressions are intended to identify such
forward-looking statements.  Such statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievement of United Dominion to be materially different from the results of
operations or plans expressed or implied by such forward-looking statements.
Such factors include, among other things, unanticipated adverse business
developments affecting United Dominion, or its properties, adverse changes in
the real estate markets and general and local economies and business conditions.
Although United Dominion believes that the assumptions underlying the forward-
looking statements contained herein are reasonable, any of the assumptions could
be inaccurate, and therefore there can be no assurance that such statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by
United Dominion or any other person that the results or conditions described in
such statements or the objectives and plans of United Dominion will be achieved.

Overview
United Dominion is a real estate investment trust (REIT) with activities related
to the ownership, development, acquisition, renovation, management, marketing
and strategic disposition of multifamily apartment communities nationwide.  Over
the past four years, United Dominion has diversified into new markets to create
a national platform, upgraded the quality of the portfolio and invested in
infrastructure and technology.  The Company continues to review its strategy
with a goal of enhancing long-term earnings growth on a sustained basis.  At
March 31, 2001, United Dominion owned 276 communities with 77,192 apartment
homes nationwide.

                                       15


The following table summarizes United Dominion's apartment market information by
major geographic markets (including real estate held for disposition and real
estate under development):



                                         As of March 31, 2001                             March 31, 2001
                      ----------------------------------------------------------  --------------------------------
                          Number of     Total    Percentage of      Carrying        Quarter Ended    Quarter Ended
                          Apartment   Apartment    Carrying           Value            Physical       Avg Monthly
                         Communities    Homes        Value        (in thousands)      Occupancy      Rental Rates
                      ----------------------------------------------------------  --------------------------------
                                                                                   
Houston, TX                   22        5,722         5.9%           $  223,151           93.3%         $  605
Dallas, TX                    14        4,533         5.6%              213,079           95.5%            670
Phoenix, AZ                   11        3,618         5.5%              209,562           94.1%            699
Orlando, FL                   14        4,140         5.2%              199,360           92.6%            697
San Antonio, TX               12        3,827         5.0%              188,050           93.2%            648
Raleigh, NC                    9        2,951         4.1%              156,126           89.6%            717
Tampa, FL                     10        3,372         4.0%              151,952           94.6%            684
Fort Worth, TX                11        3,561         3.8%              145,399           97.0%            625
San Francisco, CA              4          980         3.7%              139,622           99.1%          1,761
Charlotte, NC                 10        2,710         3.5%              134,009           91.0%            676
Columbus, OH                   5        2,175         3.2%              122,442           92.2%            663
Nashville, TN                  8        2,220         3.1%              118,178           92.2%            685
South Florida                  6        1,638         2.7%              103,509           95.7%            863
Greensboro, NC                 8        2,123         2.7%              102,755           92.0%            635
Monterey Peninsula, CA         9        1,706         2.5%               96,762           96.1%            824
Memphis, TN                    6        1,956         2.5%               95,954           92.1%            631
Richmond, VA                   8        2,372         2.5%               94,753           96.1%            698
Southern California            5        1,414         2.4%               89,983           96.0%            869
Wilmington, NC                 6        1,869         2.3%               88,284           88.1%            655
Atlanta, GA                    6        1,426         1.8%               70,184           93.9%            734
Baltimore, MD                  6        1,291         1.7%               66,473           97.8%            791
Columbia, SC                   6        1,584         1.6%               61,589           94.4%            582
Seattle, WA                    3          628         0.9%               33,668           96.3%            721
Other Northern Markets        38        8,383         9.7%              369,573           94.7%            667
Other Western Markets         23        6,233         8.2%              310,494           95.7%            650
Other Southern Markets        16        4,760         5.9%              221,764           91.9%            640

                      --------------------------------------------------------------------------------------------
    Total Apartments         276       77,192       100.0%           $3,806,675           93.9%         $  690
                      ============================================================================================


                                       16


Liquidity and Capital Resources
United Dominion's primary source of liquidity is its cash flow from operations
as determined by rental rates, occupancy levels and operating expenses related
to its portfolio of apartment homes. United Dominion routinely uses its
unsecured bank credit facility to temporarily fund certain investing and
financing activities prior to arranging for longer-term financing. During the
past several years, proceeds from the sales of real estate have been used for
both investing and financing activities.

United Dominion regularly reviews its short and long-term liquidity requirements
and considers the adequacy of its cash flow from operations as well as other
liquidity sources to meet these requirements.  United Dominion believes that it
can fund its short-term liquidity needs such as normal recurring operating
expenses, debt service payments, recurring capital expenditures and
distributions to common and preferred shareholders through cash provided by
operating activities and borrowings from the Company's unsecured bank credit
facility, as needed (see discussion that follows under "Financing Activities").

To facilitate future financing activities in the public capital markets,
management believes that it is prudent to maintain shelf registration statement
capacity.  In this regard, United Dominion filed a shelf registration statement
in December 1999 providing for the issuance of up to $700 million in common
shares, preferred shares and debt securities.  In March 2000, United Dominion
utilized this shelf registration statement to sell $100 million of senior
unsecured notes due March 2003 at an interest rate of 8.625%.  As of March 31,
2001, $600 million of equity and debt securities remain available for use under
the shelf registration.

Future Capital Needs
Future development expenditures are expected to be funded primarily through
joint ventures or with proceeds from the sale of property, and to a lesser
extent, cash flows provided by operating activities.  Acquisition activity is
expected to be limited to the reinvestment of proceeds from the sale of property
in order to defer large tax gains and reinvested in targeted markets and sub-
markets.

During 2001, United Dominion has approximately $63 million of maturing debt
which the Company anticipates repaying using proceeds from the sale of apartment
communities, mortgage refinancing activity or borrowings under the Company's
unsecured credit facility.

The following discussion explains the changes in net cash provided by operating
activities and net cash used in investing and financing activities which are
presented in United Dominion's Consolidated Statements of Cash Flows.

Operating Activities
For the quarter ended March 31, 2001, United Dominion's cash flow from operating
activities of  $50.5 million was relatively flat compared to $48.9 million for
the same period last year.  The moderate increase of $1.6 million in the cash
flow from operating activities resulted primarily from a change in the level of
operating assets as a result of collections on escrow accounts and joint venture
receivables.  This increase was offset by a decrease in the level of operating
liabilities as a result of the payment of real estate taxes.

Investing Activities
For the quarter ended March 31, 2001, net cash used in investing activities was
$30.8 million compared to net cash used in investing activities of $14.6 million
for 2000. Changes in the level of investing activities from period to period
reflects United Dominion's strategy as it relates to its acquisition, capital
expenditure, development and disposition programs, as well as the impact of the
capital market environment on these activities.

Real Estate under Development
Development activity is focused in core markets that have strong operations
managers in place.   For the quarter ended March 31, 2001, United Dominion
invested approximately $11.7 million on real estate projects, down $8.0 million
from its 2000 level of $19.7 million.

                                       17


The following projects were under development at March 31, 2001:



                                                                       Cost to           Budgeted                       Expected
                                       No. of Apt.    Completed         Date              Cost          Est. Cost     Completion
                                          Homes       Apt. Homes    (In thousands)    (In thousands)     Per Home        Date
                                       -----------   ------------   --------------    --------------    ----------   ------------
                                                                                               
New Communities:
---------------
   Dominion Place at Kildaire Farm             332             --          $15,000           $25,700       $77,400           1Q02
     Raleigh, NC
   Red Stone Ranch                             324             66           14,000            21,700        67,000           4Q01
     Austin, TX
                                       -----------   ------------     ------------      ------------    ----------
     Subtotal                                  656             66           29,000            47,400        72,300
                                       -----------   ------------     ------------      ------------    ----------

Additional Phases:
-----------------
   Greensview II                               192             --            5,900            16,700        87,000           4Q01
     Denver, CO
   Manor at England Run III                    120             --            2,900             8,800        73,300           4Q01
     Fredericksburg, VA
   The Meridian II                             270             --            3,100            17,400        64,400           1Q02
     Dallas, TX
                                       -----------   ------------     ------------      ------------    ----------
     Subtotal                                  582             --           11,900            42,900        73,700
                                       -----------   ------------     ------------      ------------    ----------
       Total                                 1,238             66          $40,900           $90,300       $72,900
                                       ===========   ============     ============      ============    ==========


The new senior management team performed a comprehensive review of the
Company's undeveloped land parcels during the first quarter of 2001. As a
result of this review, the Company plans to curtail its development activity in
suburban, low barrier to entry sub-markets and plans to sell off suburban
development sites which at March 31, 2001, had a carrying value of $10.9
million.

Development Joint Venture
On June 21, 2000, United Dominion completed the formation of a joint venture
that will invest approximately $103 million to develop five apartment
communities with a total of 1,438 apartment homes.  United Dominion owns a 25%
interest in the joint venture and is serving as the managing partner of the
joint venture as well as the developer, general contractor and property manager.
Upon closing of the venture, United Dominion contributed the projects in return
for its equity interest of approximately $8 million in the venture and was
reimbursed for approximately $35 million of development outlays that were
incurred prior to closing the joint venture.

During the first quarter of 2001, United Dominion completed the development of
three joint venture communities with a total of 880 apartment homes at a total
investment that was below budgeted costs.  The Meridian, a 250 home community
located in Dallas, Texas was completed in June 2000.  Furthermore, United
Dominion recognized fee income of approximately $0.4 million for general
contracting and developer services provided by the Company to the joint venture.
The Company has the option, but not the obligation, to purchase these properties
for fair value upon completion of the projects.

The following joint venture projects were complete as of March 31, 2001:



                                      Development
                         No. of           Cost           Cost Per        Date
                       Apt. Homes    (In thousands)        Home       Completed       % Leased
                     ------------    --------------   ------------   ------------   ------------
                                                                     
New Communities:
---------------
   Parke 33                   264         $17,100        $64,800           2/01           70.1%
     Lakeland, FL
   Sierra Canyon              236          15,400         65,300           3/01           70.3%
     Phoenix, AZ
   Oaks at Weston             380          28,000         73,700           3/01           53.4%
     Raleigh, NC
                     ------------   -------------   ------------
       Total                  880         $60,500        $68,800
                     ============   =============   ============


                                       18


The following joint venture project was under development at March 31, 2001:



                                                        Cost to          Budgeted                        Expected
                       No. of Apt.     Completed          Date             Cost          Est. Cost      Completion
                          Homes       Apt.  Homes    (In thousands)   (In thousands)      Per Home         Date
                       -----------   -------------   --------------   --------------    ------------   ------------
                                                                                     
New Community:
-------------
   Mandolin                    308             132          $17,800          $22,100         $71,800           3Q01
    Dallas, TX


Disposition of Investments
For the quarter ended March 31, 2001, United Dominion sold three communities
with 251 apartment homes for an aggregate sales price of approximately $15.5
million and recognized gains for financial reporting purposes of $4.1 million.

Within each market, United Dominion plans to dispose of selected communities
with inferior locations, significant capital expense requirements without the
potential of a corresponding increase in rent or insufficient growth potential.
Proceeds from the 2001 sales, expected to be at levels below that of 2000, are
expected to be used to reduce debt, repurchase common and preferred shares, fund
development activity and acquire communities.

Subsequent to March 31, 2001, United Dominion sold six Florida communities with
1,638 apartment homes for an aggregate sales price of approximately $113.0
million and recognized gains for financial reporting purposes of $21.5 million.
Proceeds from the sale were applied primarily to reductions in long-term debt,
and to a lesser extent, to complete 1031 exchanges in order to defer taxable
gains and to repurchase common and preferred shares.

Acquisitions
During the quarter ended March 31, 2001, United Dominion acquired one community
with 158 apartment homes at a total cost (including closing costs) of $9.3
million which included the use of tax free exchange funds.  As of March 31,
2001, United Dominion had approximately $7.2 million in reverse 1031 exchange
funds for the purchase of a property in Columbus, OH.  The purchase closed in
April 2001.

During 2001, the new senior management team currently plans to channel new
investments to those markets that are projected to provide the best investment
returns for the Company over the next ten years. These transactions will likely
occur over time and will only be undertaken on an accretive basis. Markets will
be targeted based upon refined criteria including past performance, expected job
growth, current and anticipated housing supply and demand, ability to attract
and support household formation and local market expertise.

Capital Expenditures
United Dominion capitalizes those expenditures related to acquiring new assets,
materially enhancing the value of an existing asset, or substantially extending
the useful life of an existing asset. Expenditures necessary to maintain an
existing property in ordinary operating condition are expensed as incurred.

During the quarter ended March 31, 2001, $7.2 million or $96 per home was spent
on capital expenditures for United Dominion's same communities (those acquired
or developed prior to January 1, 2000).  These capital improvements included
recurring capital expenditures, including floor coverings, HVAC equipment,
roofs, appliances, landscaping, siding, parking lots and other non-revenue
enhancing capital expenditures, which aggregated $4.5 million or $60 per home.
In addition, non-recurring revenue enhancing capital expenditures, including
water sub-metering, gating and access systems, the addition of microwaves,
washer-dryers, interior upgrades and new business and fitness centers totaled
$2.7 million or $36 per home for the quarter ended March 31, 2001. United
Dominion will continue to selectively add revenue-enhancing improvements that
the Company believes will provide a return on investment in excess of United
Dominion's cost of capital. Capital expenditures during 2001 are currently
expected to be at levels somewhat higher than those experienced in 2000.

Financing Activities
Net cash used in financing activities during the first quarter of 2001 was $22.5
million compared to $36.0 million for 2000, a decrease of $13.5 million. As part
of the plan to improve the Company's balance sheet position, United Dominion
used proceeds from its disposition program to pay down secured and unsecured
debt, to repurchase shares of common and preferred stock and to complete 1031
exchanges in order to defer taxable gains.

                                       19


As of March 31, 2001, approximately $16.6 million of United Dominion's preferred
shares have been repurchased under the $25 million preferred share repurchase
program.   For the quarter ended March 31, 2001, United Dominion repurchased
14,200 Series A preferred shares at an average price of $23.46 per share and
7,000 Series B preferred shares at an average price of $21.75 per share.

For the quarter ended March 31, 2001, the Company repurchased 831,384 common
shares at an average price of  $11.10 and repurchased 19,941 operating
partnership units.  As of March 31, 2001, approximately 6.2 million common
shares remained available for purchase under the common share repurchase
program.   Repurchases of shares will be made from time to time in the open
market or in privately negotiated transactions.  The timing, volume and purchase
price will be at the discretion of the Company.

During the quarter, the Company repaid $17.0 million of unsecured debt and was
relieved of $7.7 million of secured debt in connection with the disposition of
properties.

Credit Facilities
United Dominion has a  $375 million three-year unsecured revolving credit
facility (the "Credit Facility") which extends until August 2003.   At March 31,
2001, $312.7 million was outstanding under the Credit Facility leaving $62.3
million available for use.

Under the Credit Facility, the Company may borrow at a rate of LIBOR plus 100
basis points for LIBOR-based borrowings. Under the Credit Facility, the Company
pays a facility fee, which is equal to 0.20% of the commitment. The Credit
Facility is subject to customary financial covenants and limitations.

Information concerning short-term bank borrowings is summarized in the table
that follows (dollars in thousands):



                                                               Three months ended          Year ended
                                                                 March 31, 2001         December 31, 2000
----------------------------------------------------------------------------------------------------------
                                                                                  
Total revolving credit facilities                                        $375,000                $375,000
Borrowings outstanding at end of period                                   312,700                 244,400
Weighted average daily borrowings during the period                       272,159                 195,128
Maximum daily borrowings during the period                                315,200                 308,000
Weighted average daily interest rate during the period                       6.84%                    7.3%
Weighted average daily interest rate at end of period                        6.08%                    7.7%


Derivative Instruments
As part of United Dominion's overall interest rate risk management strategy, the
Company uses derivatives as a means to modify the interest rate characteristics
of variable rate debt obligations or to hedge anticipated financing
transactions.  The Company's derivative transactions used for interest rate risk
management include various interest rate swaps with indices that relate to the
pricing of specific financial instruments of United Dominion.  The Company
believes that it has appropriately controlled the risk so that derivatives used
for interest rate risk management will not have any material unintended effect
on consolidated earnings.  Derivative contracts did not have a material impact
on the results of operations during the first quarter of 2001 (see Note 7 -
Derivative Instruments and Hedging Activities).

Funds from Operations
Funds from operations ("FFO") is defined as net income (computed in accordance
with generally accepted accounting principles), excluding gains (losses) from
sales of depreciable property, plus real estate depreciation and amortization,
and after adjustments for unconsolidated partnerships and joint ventures.
United Dominion computes FFO for all periods presented in accordance with the
recommendations set forth by the National Association of Real Estate Investment
Trust's October 1, 1999 White Paper. United Dominion considers FFO in evaluating
property acquisitions and its operating performance, and believes

                                       20


that FFO should be considered along with, but not as an alternative to, net
income and cash flows as a measure of United Dominion's operating performance
and liquidity. FFO does not represent cash generated from operating activities
in accordance with generally accepted accounting principles and is not
necessarily indicative of cash available to fund cash needs.

The following table outlines United Dominion's FFO calculation for the three
months ended March 31, (dollars in thousands, except per share amounts):



                                                                                         2001                   2000
                                                                                       --------               --------
                                                                                                       
Net income                                                                             $  5,732               $ 18,580

Adjustments:
   Distributions to preferred shareholders                                               (9,063)                (9,408)
   Real estate depreciation, net of outside partners' interest                           39,932                 33,569
   Gains on sale of depreciable property, net of outside partners' interest              (3,331)                (2,529)
   Minority interests of unitholders in operating partnership                              (244)                   668
   Real estate depreciation related to unconsolidated entities                              184                     46
   Extraordinary item-early extinguishment of debt                                          187                    228
                                                                                       --------               --------
   Funds from operations-basic                                                         $ 33,397               $ 41,154
                                                                                       ========               ========

Adjustment:
   Distribution to preferred shareholders-Series D (Convertible)                          3,857                  3,825
                                                                                       --------               --------
   Funds from operations-diluted                                                       $ 37,254               $ 44,979
                                                                                       ========               ========

Weighted average number of common shares and OP Units outstanding-basic                 108,954                110,523
Weighted average number of common shares and OP Units outstanding-diluted               121,571                122,857

FFO per common share-basic                                                             $   0.31               $   0.37
                                                                                       ========               ========
FFO per common share-diluted                                                           $   0.31               $   0.37
                                                                                       ========               ========


Results of Operations
Net Income (Loss) Available to Common Shareholders
Net income (loss) available to common shareholders was $(3.3) million ($(.03)
per share) for the quarter ended March 31, 2001 compared to $9.2 million ($.09
per share) for 2000, representing a decrease of $12.5 million ($.12 per share).
The decrease was primarily due to $8.5 million in non-recurring charges
recognized in the first quarter of 2001 related primarily to workforce
reductions and severance costs, the writedown of seven undeveloped land sites
and the Company's investment in an online apartment leasing company and
relocation costs for the new executive offices. During the first quarter, United
Dominion recognized approximately $6.5 million more of depreciation expense
during the first three months of 2001 versus the comparable period in the prior
year primarily on communities transferred during the second quarter of 2000 from
real estate held for disposition to real estate held for investment as well as
depreciation on capitalized expenditures made during the prior twelve months.
The increase in expenses was partially offset by higher gains on the sales of
depreciable property of $1.6 million and a decrease of $1.9 million in financing
costs.

                                       21


Apartment Community Operations
United Dominion's net income is primarily generated from the operations of its
apartment communities. The following table summarizes the operating performance
for United Dominion's total apartment portfolio for each of the periods
presented (dollars in thousands):



                                                                 Three Months Ended
                                                                       March 31,
                                                       -----------------------------------------
                                                            2001         2000        % Change
                                                       -----------------------------------------
                                                                             

Property rental income                                    $152,410      $153,657          -0.8%
Property rental expenses (excluding
   depreciation and amortization)                          (59,644)      (59,819)         -0.1%
                                                       -----------------------------------------
Property operating income                                 $ 92,766      $ 93,838          -1.1%
                                                       =========================================

Weighted average number of apartment homes                  77,011        82,067          -6.6%
Physical occupancy                                            93.9%         93.7%          0.2%


The decrease in property operating income and property operating expenses by the
Company's apartment community operations is due to the disposition of 5,359
apartment homes during 2000 and 2001.  As a result of United Dominion's
disposition program, the weighted average number of apartment homes declined
6.6% from March 31, 2000 to March 31, 2001.

Same Communities
United Dominion's same communities (those communities acquired, developed or
stabilized prior to January 1, 2000 and held on January 1, 2001 which consisted
of 74,987 weighted average apartment homes) provided 97% of its property
operating income for the quarter ended March 31, 2001.

For the first quarter of 2001, property operating income for the same
communities increased 2.9% or $2.5 million compared to the same period in 2000.
The growth in property operating income resulted from a $5.9 million or 4.2%
increase in property rental income over the same period in the prior year.  The
increase was driven by a  $5.4 million or 3.6% increase in rental rates coupled
with a 1.4% increase in physical occupancy.  The increase in property operating
income was partially offset by higher concessions and an increase in bad debt
expense. During this same period, property operating expenses at these same
communities increased $3.4 million or 6.3%. The increase in property operating
expenses was primarily due to a $1.4 million increase in gas costs (net of
reimbursement by residents) caused by the run-up in prices of natural gas
experienced during the quarter and a $0.8 million increase in property insurance
costs due to a combination of the Company's loss history plus overall increases
in market rates. The remaining increase in property operating expense was
attributable to a $0.7 million increase in personnel costs due to higher
salaries and benefit costs and a $0.6 million increase in repair and maintenance
expense.

As a result of the percentage changes in total property operating income and
total property operating expenses, the operating margin (property operating
income divided by property rental income) decreased 0.4% to 61.2%.

Non-Mature Communities
The remaining 3% of United Dominion's property operating income during the first
quarter of 2001 was generated from its non-mature communities (those communities
acquired or developed during 2000 and 2001). United Dominion's development
communities which included 1,058 apartment homes constructed since January 1,
2000 provided an additional $1.1 million of property operating income for the
quarter ended March 31, 2001. In addition, the two communities with 425
apartment homes acquired by United Dominion during 2000 and 2001 provided an
additional $0.5 million of property operating income for the first three months
of 2001.

                                       22


Real Estate Depreciation
Real estate depreciation increased $6.5 million or 19.2% for the three months
ended March 31, 2001, over the same period last year.  This increase is
primarily attributable to the recognition of depreciation expense on communities
classified as real estate held for disposition in the first quarter of 2000 that
were subsequently transferred to real estate held for investment during the
second quarter of 2000 and, to a lesser extent, depreciation taken on fully
developed properties since the first quarter of 2000 as well as depreciation
on capitalized expenditures made during the previous twelve months.

Interest Expense
During the first quarter of 2001, interest expense decreased $1.9 million over
the corresponding amount in 2000 as the weighted average amount of debt
outstanding decreased $112 million ($2.0 billion in 2001 versus $2.1 billion in
2000) and the weighted average interest rate remained constant at 7.5%.  The
weighted average amount of debt employed during 2001 was lower as disposition
proceeds were used to repay outstanding debt. Average interest rates on short-
term bank borrowings for the first three months of 2001 were comparable to the
same period in the prior year. For the three months ended March 31, 2001 and
2000, total interest capitalized was $0.8 million and $1.0 million,
respectively.

Restructuring Charges
During the quarter ended March 31, 2001, United Dominion undertook a
comprehensive review of the organizational structure of the Company and its
operations subsequent to the appointment of a new senior management team and
CEO. As a result, the Company recorded $4.5 million of expense related to the
termination of approximately 10% of United Dominion's workforce, or 200
full-time equivalent positions, in operations and at the Corporate headquarters.
Management anticipates that the reduction in workforce will result in an
annualized savings of approximately $3.0 to $3.5 million through ongoing cost
efficiencies. These reductions will impact both personnel and general and
administrative expenses. As of March 31, 2001, approximately $0.9 million of the
accrued charge has been paid with the remainder to be paid during the third
quarter of 2001. In addition, United Dominion recognized expense in the
aggregate of $0.9 million related to relocation costs associated with the new
executive offices in Denver and other miscellaneous costs. No adjustments to the
existing reserve are contemplated at this time. All charges came under
consideration subsequent to the appointment of the Company's new CEO in February
2001 and were approved by management and the Board of Directors in March 2001.

Impairment Loss on Real Estate and Investments
In connection with the evaluation of the Company's real estate assets and
operations, senior management determined that it was in the Company's best
interest to dispose of all undeveloped tracts of land at an accelerated pace and
redeploy the proceeds elsewhere. This represented a change from prior management
in the holding period of these assets and their respective values. Prior
management had purchased these tracts of land in 1999 and 2000 with the intent
to build apartment communities on them. In order to accelerate the disposition
of these undeveloped land sites, the Company recorded an aggregate $2.8 million
impairment loss for the write down of seven undeveloped sites in selected
markets. The $2.8 million charge represents the discount necessary to dispose of
these assets in a short time frame coupled with decreases in market value in
2001 for these properties. In addition, the Company recognized a $0.3 million
charge for the write down of United Dominion's investment in an online apartment
leasing company.


General and Administrative
For the quarter ended March 31, 2001, general and administrative expenses
increased $0.6 million or 16.4% over 2000.  The increase was primarily due to a
$0.7 million increase in salaries and bonus expense as the Company continues to
invest in professional staffing as well as a $0.3 million increase in consulting
expense related to the CEO search.  These increases were offset by a $.2 million
decrease in both self-insurance costs and legal fees.

Gains on Sales of Investments
For the three months ended March 31, 2001, United Dominion recognized gains for
financial reporting purposes of $4.1 million compared to $2.5 million for the
comparable period last year.  Changes in the level of gains recognized from
period to period reflect the changing level of United Dominion's divestiture
activity from period to period as well as the extent of gains related to
specific properties sold.

Distributions to Preferred Shareholders
Distributions to preferred shareholders totaled $9.1 million for the quarter
ended March 31, 2001  compared to $9.4 million for 2000.  The decrease was due
to the repurchase of over 725,000 Series A and Series B preferred shares during
2000 and 2001.

Discount on Preferred Share Repurchases
For the quarter ended March 31, 2001, United Dominion recognized $23 thousand of
discount on preferred share repurchases.  The discount on preferred share
repurchases represents the difference between the carrying value and the
purchase price of the preferred shares.

                                       23


Contingencies
During the third quarter of 2000, the Company agreed to settle a class action
lawsuit concerning water usage billing in Texas in the amount of $2.7 million.
As a result of the settlement, the Company accrued $2.7 million in 2000 for the
settlement amount and estimated fees.  The settlement received final court
approval during the first quarter of 2001 and United Dominion will make payment
in the near-term.  Individuals in the class action may opt out of the
settlement, and in the event that more than 125 persons opt out, United Dominion
may elect to withdraw the settlement agreement.

Inflation
United Dominion believes that the direct effects of inflation on the Company's
operations have been inconsequential.  Substantially all of the Company's leases
are for a term of one year or less which generally minimizes United Dominion's
risk from the adverse effects of inflation.

                                       24


Item 3.  Quantitative and Qualitative Disclosure of Market Risk

United Dominion is exposed to interest rate changes associated with the
Company's unsecured credit facility and other variable rate debt as well as
refinancing risk on the Company's fixed rate debt. United Dominion's involvement
with derivative financial instruments is limited and the Company does not expect
to use them for trading or other speculative purposes. United Dominion
occasionally uses derivative instruments to manage the Company's exposure to
interest rates.

See United Dominion's Form 10-K for the year ended December 31, 2000 "Item 7A
Qualitative and Quantitative Disclosures About Market Risk" for a more complete
discussion of our interest rate sensitive assets and liabilities.  As of March
31, 2001, United Dominion's market risk has not changed materially from the
amounts reported on the Form 10-K for the year ended December 31, 2000.

                                       25


                                    PART II

Item 1. LEGAL PROCEEDINGS
---------------------------

        United Dominion and its subsidiaries are engaged in various litigations
and have a number of unresolved claims pending. The ultimate liability in
respect of such litigations and claims cannot be determined at this time. United
Dominion is of the opinion that such liability, to the extent not provided for
through insurance or otherwise, is not likely to be material in relation to the
consolidated financial statements of United Dominion. During the first quarter
of 2001, United Dominion received final court approval to settle a class action
lawsuit concerning water usage billing in Texas for $2.7 million.

Item 2. CHANGES IN SECURITIES
-------------------------------

        None

Item 3. DEFAULT UPON SENIOR SECURITIES
----------------------------------------

        None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------

        None

Item 5. OTHER INFORMATION
---------------------------

        None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

(a)     The exhibits listed on the accompanying index to exhibits are filed as
        part of this quarterly report.

(b)     Reports on Form 8-K

        A Form 8-K was filed with the Securities and Exchange Commission on
        February 16, 2001.  The filing announced Thomas W. Toomey as the new
        President and CEO of United Dominion as reported on its Press Release
        issued on February 13, 2001.

        A Form 8-K was filed with the Securities and Exchange Commission on
        February 28, 2001. The filing included information that United Dominion
        will present to current and prospective stockholders and other persons
        and institutions as first presented on February 27, 2001.

        A Form 8-K was filed with the Securities and Exchange Commission on
        March 9, 2001. The filing reported United Dominion's 2000 fourth quarter
        and year to date results of operations as reported on its Press Release
        issued on February 1, 2001.

        A Form 8-K was filed with the Securities and Exchange Commission on
        March 28, 2001. The filing reported United Dominion's election of a new
        chairman of the board, the appointment of four new senior executives,
        the opening of a new executive office in Denver, Colorado and a one time
        charge related to workforce reduction as reported on its Press Release
        issued on March 27, 2001.

        A Form 8-K was filed with the Securities and Exchange Commission on May
        4, 2001. The filing reported United Dominion's 2001 first quarter
        results of operations as reported on its Press Release issued on April

                                       26


     30, 2001.

                                 EXHIBIT INDEX

                                  Item 6(a)

     The exhibits listed below are filed as part of this Quarterly Report.
References under the caption Location to exhibits, forms, or other filings
indicate that the form or other filing has been filed, that the indexed exhibit
and the exhibit referred to are the same and that the exhibit referred to is
incorporated by reference.



Exhibit    Description                                               Location
-------    ------------------------------------                      -------------------------------------------------
                                                               
2(a)       Agreement and Plan of Merger dated                        Exhibit 2(a) to the Company's Form S-4 Registration
           as of December 19, 1997, between                          Statement (Registration No. 333-45305) filed with
           the Company, ASR Investment                               the Commission on January 30, 1998.
           Corporation and ASR Acquisition Sub,
           Inc.

2(b)       Agreement of Plan of Merger dated as                      Exhibit 2(c) to the Company's Form S-3 Registration
           of September 10, 1998, between the                        Statement (Registration No. 333-64281) filed with
           Company and American Apartment                            the Commission on September 25, 1998.
           Communities II, Inc. including as
           exhibits thereto the proposed terms
           of the Series D Preferred Stock and
           the proposed form of Investment
           Agreement between the Company, United
           Dominion Realty, L.P., American
           Apartment Communities II, Inc.,
           American Apartment Communities
           Operating Partnership, L.P.,
           Schnitzer Investment Corp., AAC
           Management LLC and LF Strategic
           Realty Investors, L.P.

2(c)       Partnership Interest Purchase and Exchange                Exhibit 2(d) to the Company's Form S-3 Registration
           Agreement dated as of September 10, 1998,                 Statement (Registration No. 333-64281) filed with
           between the Company, United Dominion                      the Commission on September 25, 1998.
           Realty, L.P., American Apartment
           Communities Operating Partnership, L.P.,
           AAC Management LLC, Schnitzer Investment
           Corp., Fox Point Ltd. and James D.
           Klingbeil including as an exhibit thereto
           the proposed form of the Third Amended
           and Restated Limited Partnership
           Agreement of United Dominion Realty, L.P.

3(a)       Restated Articles of Incorporation                        Exhibit 4(a)(ii) to the Company's Form S-3 Registration
                                                                     Statement (Registration No. 333-72885) filed with the
                                                                     Commission on February 24, 1999


                                       27



                                                  
3(b)           Restated By-Laws                           Exhibit 3(b) to the Company's Annual Report
                                                          on Form 10-K for the year ended December 31, 2000.

4(i)(a)        Specimen Common Stock                      Exhibit 4(i) to the Company's Annual Report
               Certificate                                on Form 10-K for the year ended December 31, 1993.

4(i)(b)        Form of Certificate for Shares             Exhibit 1(e) to the Company's Form 8-A
               of 9 1/4% Series A Cumulative              Registration Statement dated April 24, 1995.
               Redeemable Preferred Stock

4(i)(c)        Form of Certificate for Shares             Exhibit 1(e) to the Company's Form 8-A
               of 8.60% Series B Cumulative               Registration Statement dated June 11, 1997.
               Redeemable Preferred Stock

4(i)(d)        Rights Agreement dated as of               Exhibit 1 to the Company's Form 8-A
               January 27, 1998, between the              Registration Statement dated February 4, 1998.
               Company and ChaseMellon Shareholder
               Services, L.L.C., as Rights Agent.

4(i)(d)(a)     First Amended and Restated Rights          Exhibit 4(i)(d)(a) to the Company's Quarterly
               Agreement dates as of September 14,        Report on Form 10-Q for the quarter ended
               1999, between the Company and              September 30, 1999.
               ChaseMellon Shareholders Services,
               L.L.C., as Rights Agent

4(i)(e)        Form of Rights Certificate                 Exhibit 4(e) to the Company's Form 8-A
                                                          Registration Statement dated February 4, 1998.

4(ii)(e)       Note Purchase Agreement dated              Exhibit 6(c)(5) to the Company's Form 8-A
               as of February 15, 1993, between           Registration Statement dated April 19, 1990.
               the Company and CIGNA Property
               and Casualty Insurance Company,
               Connecticut General Life Insurance
               Company, on behalf of one or more
               separate accounts, Insurance
               Company of North America,
               Principal Mutual Life Insurance
               Company and Aid Association for
               Lutherans

4(ii)(f)       Credit Agreement dated as of               Exhibit 4(ii)(g) to the Company's Annual
               November 14, 2000, between                 Report on Form 10-K for the year ended
               the Company and certain subsidiaries       December 31, 2000.
               and a syndicate of banks represented
               by First Union Nation Bank


                                       28



                                                    
10(i)          Amended Employment Agreement                 Exhibit 10(i) to the Company's Annual Report
               between the Company and John P.              on Form 10-K for the year ended
               McCann dated December 5, 2000.               December 31, 2000.


10(ii)         Amended  Employment Agreement                Exhibit 10(ii) to the Company's Annual
               between the Company and John S.              Report on Form 10-K for the year ended
               Schneider dated December 5, 2000.            December 31, 2000.

10(iii)        Employment Agreement between                 Exhibit 10(iii) to the Company's Annual Report
               the Company and Richard Giannotti            on Form 10-K for the year ended December 31,
               dated December 8, 1998.                      1998.

10(iv)         Employment Agreement between                 Exhibit 10(iv) to the Company's Quarterly
               the Company and A. William Hamill            Report on Form 10-Q for the quarter ended
               dated September 30, 1999.                    September 30, 1999.

10(v)          1985 Stock Option Plan, as amended.          Exhibit 10(iv) to the Company's Quarterly
                                                            Report on Form 10-Q for the quarter ended
                                                            June 30, 1998.

10(vi)         1991 Stock Purchase and Loan Plan.           Exhibit 10(viii) to the Company's Quarterly Report
                                                            on Form 10-Q for the quarter ended March 31,
                                                            1997.

10(vii)        Third Amended and Restated                   Exhibit 10(vi) to the Company's Annual Report
               Agreement of Limited Partnership of          on Form 10-K for the year ended December 31,
               United Dominion Realty, L.P.                 1998.
               Dated as of December 7, 1998.

10(vii)(a)     Subordination Agreement dated                Exhibit 10(vi)(a) to the Company's Quarterly
               April 16, 1998, between the                  Report on Form 10-Q for the quarter ended
               Company and United Dominion                  March 31, 1998.
               Realty, L.P.

10(viii)       Servicing and Purchase                       Exhibit 10(vii) to the Company's Quarterly
               Agreement dated as of June 24,               Report on Form 10-Q for the quarter ended
               1999, including as an exhibit                June 30, 1999.
               thereto the Note and Participation
               Agreement forms.

10(ix)         Description of Restricted Stock              Exhibit 10(ix) to the Company's Annual Report
               Awards Program.                              on Form 10-K for the year ended December 31,
                                                            1999.

10(x)          Description of United Dominion               Exhibit 10(x) to the Company's Annual
               Realty Trust, Inc. Shareholder               Report on Form 10-K for the year ended
               Value Plan.                                  December 31, 1999.


                                       29



                                                     
10(xi)         Description of United Dominion              Exhibit 10(xi) to the Company's Annual
               Realty Trust, Inc. Executive                Report on Form 10-K for the year ended
               Deferral Plan.                              December 31, 1999.

10(xii)        Employment Agreement between the            Exhibit 10(xii) to the Company's Annual
               Company and Curtis W. Carter                Report on Form 10-K for the year ended
               dated December 8, 1998.                     December 31, 1999.

10(xiii)       Employment Agreement between                Exhibit 10(xiii) to the Company's Annual
               the Company and Mark E. Wood                Report on Form 10-K for the year ended
               dated March 21, 2000.                       December 31, 1999.

10(xiv)        Employment Agreement between                Filed herewith.
               the Company and A. William
               Hamill dated December 5, 2000.

10(xv)         Retirement Agreement and Covenant           Filed herewith.
               Not to Compete between the Company
               and John P. McCann dated March 20, 2001.

10(xvi)        Retirement  Agreement between               Filed herewith.
               the Company and John S. Schneider
               dated March 16, 2001.

10(xvii)       Employment Separation Agreement             Filed herewith.
               between the Company and A. William
               Hamill dated March 20, 2001.

12             Computation of Ratio of Earnings            Filed herewith.
               to Fixed Charges.


                                       30


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Quarterly Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

United Dominion Realty Trust, Inc.
----------------------------------
    (registrant)



Date: May 15, 2001                    /s/ Christopher D. Genry
----------------------------------        ---------------------------------
                                       Christopher D. Genry
                                       Executive Vice President and
                                               Chief Financial Officer


Date: May 15, 2001                    /s/ Scott A. Shanaberger
----------------------------------    ---------------------------------
                                       Scott A. Shanaberger
                                       Vice President and
                                               Chief Accounting Officer

                                       31