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 June 30, 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 August 8, 2001:

Common Stock, $1 Par Value:            100,782,835


                      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 June 30, 2001 and December 31, 2000...................................        3

              Consolidated Statements of Operations for the three and six months ended
                      June 30, 2001 and 2000..........................................................................        4

              Consolidated Statements of Cash Flows for the six months ended June 30, 2001
                      and 2000........................................................................................        5

              Consolidated Statement of Shareholders' Equity for the six months ended
                      June 30, 2001...................................................................................        6

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

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of
                      Operations......................................................................................    15-25

Item 3.       Quantitative and Qualitative Disclosures About Market Risk..............................................       26


                        PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.......................................................................................       27

Item 2.       Changes in Securities...................................................................................       27

Item 3.       Defaults Upon Senior Securities.........................................................................       27

Item 4.       Submission of Matters to a Vote of Security Holders.....................................................       27

Item 5.       Other Information.......................................................................................       28

Item 6.       Exhibits and Reports on Form 8-K........................................................................    28-31

Signatures    ........................................................................................................       32


                                       2


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



                                                                                                June 30,             December 31,
                                                                                                  2001                   2000
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
ASSETS

Real estate owned:
    Real estate held for investment (Note 2)                                                $       3,716,127     $       3,758,974
         Less: accumulated depreciation                                                              (572,560)             (506,871)
                                                                                            ------------------    ------------------
                                                                                                    3,143,567             3,252,103
    Real estate under development                                                                      67,834                60,366
    Real estate held for disposition (net of accumulated depreciation of $0 and
     $2,534) (Note 3)                                                                                  20,768                14,446
                                                                                            ------------------    ------------------
    Total real estate owned, net of accumulated depreciation                                        3,232,169             3,326,915
Cash and cash equivalents                                                                              13,671                10,305
Restricted cash                                                                                        36,087                44,943
Deferred financing costs                                                                               13,113                14,271
Investment in unconsolidated development joint venture (Note 4)                                         7,705                 8,088
Other assets                                                                                           39,727                49,435
                                                                                            ------------------    ------------------
    Total assets                                                                            $       3,342,472     $       3,453,957
                                                                                            ==================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY

Secured debt (Note 5)                                                                       $         864,814     $         866,115
Unsecured debt (Note 6)                                                                             1,183,722             1,126,215
Real estate taxes payable                                                                              30,564                30,554
Accrued interest payable                                                                               16,663                18,059
Security deposits and prepaid rent                                                                     22,606                22,524
Distributions payable                                                                                  34,392                36,128
Accounts payable, accrued expenses and other liabilities                                               60,211                47,144
                                                                                            ------------------    ------------------
    Total liabilities                                                                               2,212,972             2,146,739

Minority interests                                                                                     82,072                88,326

Shareholders' equity
    Preferred stock, no par value; $25 liquidation preference,
      25,000,000 shares authorized;
         0 shares 9.25% Series A Cumulative Redeemable issued and outstanding
            (3,969,120 in 2000)                                                                             -                99,228
         5,416,009 shares 8.60% Series B Cumulative Redeemable issued and outstanding
            (5,439,109 in 2000)                                                                       135,400               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
         100,046,438 shares issued and outstanding (102,219,250 in 2000)                              100,046               102,219
    Additional paid-in capital                                                                      1,059,978             1,081,387
    Distributions in excess of net income                                                            (404,126)             (366,531)
    Deferred compensation - unearned restricted stock awards                                           (2,089)                 (828)
    Notes receivable from officer-shareholders                                                         (6,943)               (7,561)
    Accumulated other comprehensive loss, net (Note 7)                                                 (9,838)                    -
                                                                                            ------------------    ------------------
                                                                                                    1,047,428             1,218,892
                                                                                            ------------------    ------------------
    Total liabilities and shareholders' equity                                              $       3,342,472     $       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 June 30,       Six Months Ended June 30,
                                                                      2001                2000         2001                2000
                                                                    ---------------------------       -------------------------
                                                                                                          
REVENUES
     Rental income                                                  $ 150,915         $ 155,144       $ 303,731       $ 309,202
     Non-property income                                                  669             1,980           1,805           3,049
                                                                    ---------         ---------       ---------       ---------
           Total revenues                                             151,584           157,124         305,536         312,251

EXPENSES
     Rental expenses:
           Real estate taxes and insurance                             17,246            17,684          34,807          35,167
           Personnel                                                   14,914            16,586          30,964          33,024
           Repair and maintenance                                       8,346             9,130          16,822          17,662
           Utilities                                                    6,594             6,197          14,232          12,731
           Administrative and marketing                                 5,539             6,065          11,372          11,966
           Property management                                          4,525             4,760           8,315           9,404
           Other operating expenses                                       346               331             776             755
     Real estate depreciation                                          38,013            44,054          78,411          77,958
     Interest                                                          35,834            39,752          73,055          78,826
     Severance costs and other organizational charges (Note 9)              -                 -           5,404               -
     Impairment loss on real estate and investments (Note 3)                -                 -           3,188               -
     General and administrative                                         5,642             3,698          10,147           7,568
     Other depreciation and amortization                                  854             1,250           1,735           2,453
                                                                    ---------         ---------       ---------       ---------
           Total expenses                                             137,853           149,507         289,228         287,514
                                                                    ---------         ---------       ---------       ---------

Income before gains on sales of investments, minority interests
     and extraordinary item                                            13,731             7,617          16,308          24,737
Gains on sales of depreciable property                                 20,646             5,928          24,748           8,461
                                                                    ---------         ---------       ---------       ---------
Income before minority interests and extraordinary item                34,377            13,545          41,056          33,198
Minority interests of outside partnerships                               (285)             (560)         (1,289)           (737)
Minority interests of unitholders in operating partnerships            (1,475)             (294)         (1,231)           (962)
                                                                    ---------         ---------       ---------       ---------
Income before extraordinary item                                       32,617            12,691          38,536          31,499
Extraordinary item - early extinguishment of debt                        (372)              586            (559)            358
                                                                    ---------         ---------       ---------       ---------
Net income                                                             32,245            13,277          37,977          31,857
Distributions to preferred shareholders - Series A and B               (4,733)           (5,396)         (9,939)        (10,979)
Distributions to preferred shareholders - Series D (Convertible)       (3,857)           (3,825)         (7,714)         (7,650)
(Premium) / discount on preferred share repurchases                    (3,519)            2,177          (3,496)          2,177
                                                                    ---------         ---------       ---------       ---------
Net income available to common shareholders                         $  20,136         $   6,233       $  16,828       $  15,405
                                                                    =========         =========       =========       =========


Earnings per common share (Note 8):
     Basic                                                          $    0.20         $    0.06       $    0.17       $    0.15
                                                                    =========         =========       =========       =========
     Diluted                                                        $    0.20         $    0.06       $    0.17       $    0.15
                                                                    =========         =========       =========       =========

Common distributions declared per share                             $  0.2700         $  0.2675       $  0.5400       $  0.5350
                                                                    =========         =========       =========       =========


Weighted average number of common shares outstanding-basic            100,858           103,271         101,115         103,087
Weighted average number of common shares outstanding-diluted          101,590           103,470         101,713         103,258


See accompanying notes to consolidated financial statements.



                                       4

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


Six Months Ended June 30,                                                                  2001                       2000
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Operating Activities
    Net income                                                                     $         37,977         $           31,857
    Adjustments to reconcile net income to cash provided
      by operating activities:
         Depreciation and amortization                                                       80,146                     80,411
         Impairment loss on real estate and investments                                       3,188                          -
         Gains on sales of investments                                                      (24,748)                    (8,461)
         Minority interests                                                                   2,520                      1,699
         Extraordinary item-early extinguishment of debt                                        559                       (358)
         Amortization of deferred financing costs and other                                   1,677                      2,153
         Changes in operating assets and liabilities:
           Increase /(decrease) in operating liabilities                                      1,436                     (5,098)
           Decrease in operating assets                                                      14,465                        400
                                                                                    ---------------          -----------------
Net cash provided by operating activities                                                   117,220                    102,603

Investing Activities
    Proceeds from sales of real estate investments, net                                     114,035                     67,341
    Proceeds received for excess expenditures over investment contribution
         in development joint venture                                                             -                     34,215
    Development of real estate assets                                                       (30,296)                   (54,646)
    Capital expenditures - real estate assets, net of escrow reimbursement                  (23,453)                   (16,060)
    Acquisition of real estate assets, net of liabilities assumed                            (8,296)                    (4,635)
    Capital expenditures - non-real estate assets                                              (581)                    (2,233)
                                                                                    ---------------          -----------------
Net cash provided by investing activities                                                    51,409                     23,982

Financing Activities
    Proceeds from the issuance of secured notes payable                                      25,780                          -
    Scheduled principal payments on secured notes payable                                    (5,991)                   (12,617)
    Non-scheduled principal payments on secured notes payable                               (31,947)                   (49,645)
    Proceeds from the issuance of unsecured notes payable                                         -                    146,700
    Payments on unsecured notes payable                                                     (21,308)                   (35,751)
    Net borrowing/(repayment) of short-term bank debt                                        79,100                    (90,300)
    Payment of financing costs                                                                 (499)                    (3,807)
    Cash paid to buy out minority interests                                                  (1,568)                         -
    Proceeds from the issuance of common stock                                                4,351                      7,429
    Distributions paid to minority interests                                                 (7,091)                    (4,785)
    Distributions paid to preferred shareholders                                            (19,192)                   (18,555)
    Distributions paid to common shareholders                                               (54,593)                   (55,277)
    Repurchase of common and preferred stock                                               (132,305)                    (8,317)
                                                                                    ---------------          -----------------
Net cash used in financing activities                                                      (165,263)                  (124,925)

Net increase in cash and cash equivalents                                                     3,366                      1,660
Cash and cash equivalents, beginning of period                                               10,305                      7,678
                                                                                    ---------------          -----------------
Cash and cash equivalents, end of period                                           $         13,671         $            9,338
                                                                                    ===============          =================

Supplemental Information:
    Interest paid during the period                                                $         74,961         $           76,399
    Conversion of operating partnership units to common stock                                    11                        626
    Issuance of restricted stock awards                                                       1,547                        829
    Non-cash transactions associated with the acquisition of properties:
         Secured debt assumed                                                                18,229                     10,130
    Non-cash transactions associated with the disposition of properties:
         Reduction in secured debt                                                            7,694                     19,742

    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
                                                                  ---------------------------------------------------    Paid-in
                                                                    Shares        Amount       Shares        Amount      Capital
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Balance, December 31, 2000                                        17,408,229     $ 410,206   102,219,250    $ 102,219   $ 1,081,387
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 income
   --------------------------------------------------------------------------------------------------------------------------------
   Issuance of common shares to employees,
       officers and director-shareholders                                                        123,779          124         1,457
   Issuance of common shares through dividend
       reinvestment and stock purchase plan                                                      176,057          176         2,132
   Purchase of common and preferred stock                            (91,900)       (2,298)   (2,610,487)      (2,611)      (29,888)
   Redemption of Preferred A stock                                (3,900,320)      (97,508)                                   3,522
   Issuance of restricted stock awards                                                           127,100          127         1,420
   Adjustment for cash purchase and conversion of
       minority interests of unitholders in operating
       partnerships                                                                               10,739           11           (52)
   Principal repayments on notes receivable from
   officer-shareholders
   Common stock distributions declared ($.54 per share)
   Preferred stock distributions declared-Series A
   ($1.05 per share)
   Preferred stock distributions declared-Series B
   ($1.08 per share)
   Preferred stock distributions declared-Series D
   ($.96 per share)
   Amortization of deferred compensation
                                                                  -----------------------------------------------------------------
Balance, June 30, 2001                                            13,416,009     $ 310,400   100,046,438    $ 100,046   $ 1,059,978
                                                                  =================================================================



                                                                                             Deferred
                                                                                          Compensation -    Accumulated
                                                   Distributions in   Notes Receivable       Unearned          Other
                                                      Excess of        from Officer -       Restricted     Comprehensive
                                                      Net Income        Shareholders       Stock Awards        Loss         Total
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Balance, December 31, 2000                         $ (366,531)          $ (7,561)           $     (828)     $        -   $1,218,892
Comprehensive Income
   Net income                                          37,977                                                                37,977
   Other comprehensive loss:
     Cumulative effect of a change in
     accounting principle (Note 7)                                                                              (3,848)      (3,848)
     Unrealized loss on derivative
     instruments (Note 7)                                                                                       (5,990)      (5,990)
   --------------------------------------------------------------------------------------------------------------------------------
     Comprehensive income                              37,977                                                   (9,838)      28,139
   --------------------------------------------------------------------------------------------------------------------------------
   Issuance of common shares to employees,
          officers and director-shareholders                                                                                  1,581
   Issuance of common shares through dividend
          reinvestment and stock purchase plan                                                                                2,308
   Purchase of common and preferred stock                                                                                   (34,797)
   Redemption of Preferred A stock                     (3,522)                                                              (97,508)
   Issuance of restricted stock awards                                                          (1,547)                           -
   Adjustment for cash purchase and conversion of                                                                                 -
          minority interests of unitholders in
          operating partnerships                                                                                                (41)
   Principal repayments on notes receivable from
   officer-shareholders                                                      618                                                618
   Common stock distributions declared
   ($.54 per share)                                   (54,397)                                                              (54,397)
   Preferred stock distributions declared-Series
   A ($1.05 per share)                                 (4,111)                                                               (4,111)
   Preferred stock distributions declared-Series
   B ($1.08 per share)                                 (5,828)                                                               (5,828)
   Preferred stock distributions declared-Series D
   ($.96 per share)                                    (7,714)                                                               (7,714)
   Amortization of deferred compensation                                                           286                          286
                                                     ------------------------------------------------------------------------------
Balance, June 30, 2001                             $ (404,126)          $ (6,943)           $   (2,089)     $   (9,838)  $1,047,428
                                                     ==============================================================================



See accompanying notes to consolidated financial statements.

                                       6


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 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 June 30, 2001, there were
74,962,675 units in the Operating Partnership outstanding, of which 68,262,044
units, or 91.1%, were owned by United Dominion and 6,700,631 units, or 8.9%,
were owned by non-affiliated limited partners. As of June 30, 2001, there were
5,501,300 units in the Heritage OP outstanding, of which 4,876,208 units, or
88.6%, were owned by United Dominion and 625,092 units, or 11.4%, 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 June 30, 2001 and results of operations for the interim periods ended June
30, 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 June 30, 2001 there are 272 communities with 76,175 apartment homes
classified as real estate held for investment. The following table summarizes
the components of real estate held for investment at June 30, 2001 and December
31, 2000 (dollars in thousands):

                                                  June 30,       December 31,
                                                    2001            2000
                                               ------------    --------------
         Land and land improvements              $  545,559        $  668,003
         Buildings and improvements               2,980,435         2,902,386
         Furniture, fixtures and equipment          189,923           188,321
         Construction in progress                       210               264
                                               ------------    --------------
         Real estate held for investment          3,716,127         3,758,974
         Accumulated depreciation                  (572,560)         (506,871)
                                               ------------    --------------
         Real estate held for investment, net
              of accumulated depreciation        $3,143,567        $3,252,103
                                               ============    ==============

                                       7


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001
                                  (UNAUDITED)

3.   Real Estate Held for Disposition
At June 30, 2001, United Dominion had nine parcels of land included in real
estate held for disposition totaling $20.8 million. Total revenues and property
operating income (property rental income less property operating expense) were
immaterial for the three and six month periods ended June 30, 2001 and 2000.

During the first quarter of 2001, management 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 Ventures
At June 30, 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 is developing 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 $0.8 million for services provided by the
Company to the joint venture for the six months ended June 30, 2001. As of June
30, 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
June 30, 2001 and December 31, 2000 (dollars in thousands):



                                                            June 30,      December 31,
                                                              2001           2000
                                                          -------------  -------------
                                                                   
          Assets:
          Real estate, net                                    $  98,193      $  85,644
          Other assets                                            3,968          6,507
                                                          -------------  -------------
                  Total assets                                $ 102,161      $  92,151
                                                          =============  =============

          Liabilities and partners' equity:
          Mortgage notes payable                              $  64,601      $  49,785
          Other liabilities                                       7,649         11,436
          Partners' equity                                       29,911         30,930
                                                          -------------  -------------
                  Total liabilities and partners' equity      $ 102,161      $  92,151
                                                          =============  =============


                                       8


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001
                                  (UNAUDITED)

5. Secured Debt
Secured debt, which encumbers $1.5 billion or 39.6% of United Dominion's real
estate owned ($2.3 billion or 60.4% of United Dominion's real estate owned is
unencumbered) consists of the following at June 30, 2001 (dollars in thousands):



                                                                                                          No. of
                                                                   Weighted Avg.     Weighted Avg.     Communities
                                      Principal Outstanding        Interest Rate   Years to Maturity    Encumbered
                                   ----------------------------  --------------------------------------------------
                                     June 30,     December 31,
                                       2001           2000             2001             2001              2001
---------------------------------------------------------------  --------------------------------------------------
                                                                                        
Fixed Rate Debt
Mortgage Notes Payable (a)             $ 529,763      $ 513,962             7.78%                4.8             74
Tax-Exempt Secured Notes Payable          76,537         79,756             6.91%               12.7             10
Secured Credit Facilities (b)             17,000         17,000             7.04%               12.6             --
                                   ----------------------------  --------------------------------------------------
Total Fixed Rate Secured Debt            623,300        610,718             7.65%                6.0             84

Variable Rate Debt
Secured Credit Facilities (b)            206,340        216,960             5.34%               12.9             20
Tax-Exempt Secured Notes Payable          19,915         19,916             2.71%               24.0              3
Mortgage Notes Payable                    15,259         18,521             5.66%                7.1              4
                                   ----------------------------  --------------------------------------------------
Total Variable Rate Secured Debt         241,514        255,397             5.14%               13.4             27
                                   ----------------------------  --------------------------------------------------
Total Secured Debt                     $ 864,814      $ 866,115             7.46%                8.4            111
                                   ============================  ==================================================


(a)  Includes fair value adjustments aggregating $9.2 million at June 30, 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 June 30, 2001, United Dominion had $223.3 million outstanding under two
     revolving credit facilities with the Federal National Mortgage Association
     (the "FNMA Credit Facilities"). At June 30, 2001, the FNMA Credit
     Facilities had a weighted average floating rate of interest of 5.47%. 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 June 30, 2001, are as follows (dollars in thousands):

                                                   Amount
                     Year                         Maturing
                     --------------------------------------
                     2001                        $  49,146

                     2002                           54,419

                     2003                           55,368

                     2004                          139,556

                     2005                          126,125

                     Thereafter                    440,200
                                                 ----------
                        Total                    $ 864,814
                                                 ==========

                                       9


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001
                                  (UNAUDITED)


6. UNSECURED DEBT
A summary of unsecured debt at June 30, 2001 and December 31, 2000 is as follows
(dollars in thousands):



                                                                        2001             2000
                                                                     ----------       ----------
                                                                               
Commercial Banks
         Borrowings outstanding under an
            unsecured credit facility (a) (b)                      $   323,500       $   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                      11,815            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                      49,760            50,000
         7.95% Medium-Term Notes due July 2006                         103,179           107,398
         7.07% Medium-Term Notes due November 2006                      25,000            25,000
         7.25% Notes due January 2007                                  105,020           110,080
         ABAG Tax-Exempt Bonds due August 2008                          46,700            46,700
         8.50% Monthly Income Notes due November 2008                   57,402            57,400
         8.50% Debentures due September 2024 (f)                       124,920           125,500
         Other (g)                                                       3,534             4,027
                                                                   -----------       -----------
                                                                       760,222           781,815
                                                                   -----------       -----------
                        Total Unsecured Debt                       $ 1,183,722       $ 1,126,215
                                                                   ===========       ===========


(a)  Weighted average interest rate of 5.93% and 7.5% at June 30, 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 $3.4 million and $3.8 million at June 30, 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
                                 JUNE 30, 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 June 30, 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 it 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.

                                       11


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001
                                  (UNAUDITED)

The following table presents the fair values of the Company's derivative
instruments outstanding as of June 30, 2001 (dollars in thousands):




--------------------------------------------------------------------------------------
   Notional            Fixed        Type of    Effective     Contract         Fair
    Amount             Rate         Contract     Date        Maturity         Value
--------------------------------------------------------------------------------------
                                                             
 Secured Debt:
 FNMA
   $      7,000        6.78%          Swap     06/30/99      06/30/04       $     (227)
         10,000        7.22%          Swap     12/01/99      04/01/04             (428)
   ------------        ----                                                 ----------
         17,000        7.04%                                                      (655)

 Unsecured Debt:
 Bank Credit Facility
          5,000        7.32%          Swap     06/26/95      07/01/04             (207)
         10,000        7.14%          Swap     10/18/95      10/03/02             (271)
          5,000        6.98%          Swap     11/21/95      10/03/02             (124)
         25,000        7.39%          Swap     11/01/00      08/01/03             (971)
         25,000        7.39%          Swap     11/01/00      08/01/03             (971)
         25,000        7.21%          Swap     12/01/00      08/01/03             (876)
         25,000        7.21%          Swap     12/04/00      08/01/03             (876)
         35,000        5.98%          Swap     03/13/01      04/01/03             (393)
   ------------        ----                                                 ----------
        155,000        6.98%                                                    (4,689)

 Bank Term Loan
         25,000        7.49%          Swap     11/15/00      05/15/03             (978)
         20,000        7.49%          Swap     11/15/00      05/15/03             (783)
         23,500        7.62%          Swap     11/15/00      05/15/04           (1,146)
         23,000        7.62%          Swap     11/15/00      05/15/04           (1,130)
          8,500        7.26%          Swap     12/04/00      05/15/03             (295)
   ------------        ----                                                 -----------
        100,000        7.53%                                                    (4,332)

 Medium-Term Notes
         10,000        7.65%          Swap     01/26/99      01/27/03             (194)

--------------------------------------------------------------------------------------
   $    282,000                                                             $   (9,870)
======================================================================================


During the quarter ended June 30, 2001, United Dominion recognized $0.7 million
of unrealized losses in accumulated other comprehensive loss related to the
Company's hedging instruments and $(3.3) thousand in net income related to the
ineffective portion of the Company's hedging instruments. For the six months
ended June 30, 2001, the Company has recognized $5.9 million of unrealized
losses in accumulated other comprehensive loss, $(31.3) thousand in net income,
and $(3.8) million of a cumulative effect of a change in accounting principle.

As of June 30, 2001, United Dominion expects to reclassify $4.6 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


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001
                                  (UNAUDITED)

8.    Earnings Per Share
Basic earnings per common share is computed based upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
common share is computed based upon 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 per
share (dollars in thousands, except per share data):



                                                             Three months ended               Six months ended
                                                                  June 30,                        June 30,
                                                            2001            2000            2001            2000
                                                         ----------------------------    ----------------------------
                                                                                             
Numerator for basic and diluted earnings per share-
  net income available to common shareholders            $     20,136    $      6,233    $     16,828    $     15,405

Denominator:
Beginning denominator for basic earnings
  per share-weighted average common
  shares outstanding                                          101,011         103,388         101,268         103,204
Non-vested restricted stock                                      (153)           (117)           (153)           (117)
                                                         ------------    ------------    ------------    ------------
Denominator for basic earnings per share                      100,858         103,271         101,115         103,087
                                                         ------------    ------------    ------------    ------------

Non-vested restricted stock                                       153             117             153             117

Effect of dilutive securities:
Employee stock options                                            579              82             445              54
                                                         ------------    ------------    ------------    ------------
Denominator for diluted earnings per share                    101,590         103,470         101,713         103,258
                                                         ============    ============    ============    ============

Basic earnings per share                                 $       0.20    $       0.06    $       0.17    $       0.15
                                                         ============    ============    ============    ============
Diluted earnings per share                               $       0.20    $       0.06    $       0.17    $       0.15
                                                         ============    ============    ============    ============


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 and six months
ended June 30, 2001 and 2000 would be 7,416,706 and 7,421,208 for 2001 and
7,502,546 and 7,503,058 for 2000, respectively. If the convertible preferred
stock was converted to common stock, the additional shares of common stock
outstanding for the three and six months ended June 30, 2001 and 2000 would be
12,307,692 common shares.

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.

                                       13


                      UNITED DOMINION REALTY TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001
                                  (UNAUDITED)

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 June 30, 2001,
approximately 230 employees have been terminated. The Company expects that
substantially all of the unpaid charge as of June 30, 2001 will be paid during
the third quarter of 2001.

A reconciliation of the unpaid severance costs for the six months ended June 30,
2001, is presented below (dollars in millions):

               ------------------------------------------------
               Balance, beginning of period             $     -
               Accrued severance costs                      4.5
               Cash payments                               (0.9)
               ------------------------------------------------
               Balance, March 31, 2001                  $   3.6
               Cash payments                               (2.0)
               ------------------------------------------------
               Balance, June 30, 2001                   $   1.6
               ------------------------------------------------

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
related to other miscellaneous costs.

10.   Contingencies
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 day
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 June 30,
2001, United Dominion owned 272 communities with 76,175 apartment homes
nationwide.

                                       15


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



                                                                           Six Months Ended          Three Months Ended
                              As of June 30, 2001                            June 30, 2001              June 30, 2001
                       -------------------------------------------------  -------------------------- -------------------------
                        Number of    Total    Percentage of  Carrying
                        Apartment  Apartment   Carrying        Value        Physical   Avg Monthly    Physical    Avg Monthly
                       Communities   Homes      Value      (in thousands)  Occupancy   Rental Rates   Occupancy  Rental Rates
                      ---------------------------------------------------  -----------------------------------------------------
                                                                                        
Houston, TX               22           5,722    6.0%        $     224,853   93.3%     $   608          93.3%     $   611
Dallas, TX                14           4,533    5.7%              214,370   95.3%         675          95.2%         679
Phoenix, AZ               11           3,618    5.6%              210,233   93.9%         700          93.7%         702
Orlando, FL               14           4,140    5.3%              200,721   92.9%         701          93.3%         704
San Antonio, TX           12           3,827    5.0%              188,777   92.7%         652          92.2%         655
Raleigh, NC               10           3,027    4.3%              160,098   90.6%         720          91.6%         723
Tampa, FL                 10           3,372    4.1%              150,778   94.4%         687          94.2%         690
Fort Worth, TX            11           3,561    3.9%              146,457   96.8%         629          96.7%         634
San Francisco, CA          4             980    3.7%              139,956   97.8%       1,780          96.5%       1,800
Charlotte, NC             10           2,710    3.6%              134,904   90.6%         702          90.1%         685
Columbus, OH               5           2,527    3.9%              145,588   92.9%         664          93.7%         666
Nashville, TN              8           2,220    3.2%              118,892   93.4%         687          94.6%         688
Greensboro, NC             8           2,122    2.7%              103,000   91.6%         637          91.3%         639
Monterey Peninsula, CA     9           1,706    2.6%               96,863   96.4%         833          96.6%         843
Memphis, TN                6           1,956    2.6%               96,227   92.7%         632          93.3%         633
Richmond, VA               8           2,372    2.5%               95,434   96.2%         702          96.3%         705
Southern California        5           1,414    2.4%               90,154   95.7%         881          95.5%         892
Wilmington, NC             6           1,869    2.4%               88,488   90.2%         656          92.4%         657
Atlanta, GA                6           1,426    1.9%               70,551   93.9%         737          93.8%         739
Baltimore, MD              6           1,291    1.8%               66,686   97.7%         798          97.7%         806
Columbia, SC               6           1,584    1.6%               61,766   94.1%         583          93.7%         584
Seattle, WA                3             628    0.9%               33,817   95.6%         730          94.9%         739
Other Northern Markets    39           8,431    9.9%              373,348   94.9%         671          95.1%         675
Other Western Markets     23           6,379    8.5%              318,478   94.9%         655          94.1%         659
Other Southern Markets    16           4,760    5.9%              222,613   92.6%         642          93.3%         644

                        ---------------------------------------------------------------------------------------------------
     Total Apartments    272          76,175  100.0%        $   3,753,052   94.0%     $   690          94.0%     $   694
                        ====================================================================================================



                                       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 June 30,
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 in
strategic markets is expected to be largely financed by the reinvestment of
proceeds from the sale of property in non-strategic markets.

During the second half of 2001, United Dominion has approximately $50 million of
maturing debt which the Company anticipates repaying using proceeds from
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 six months ended June 30, 2001, United Dominion's cash flow from
operating activities was $117.2 million compared to $102.6 million for the same
period last year. The increase of $14.6 million in the cash flow from operating
activities resulted primarily from (i) a change in the level of operating assets
as a result of collections on escrow accounts and joint venture receivables and
(ii) an increase in the level of operating liabilities due to the timing of
payments of certain operating liabilities.

Investing Activities
For the six months ended June 30, 2001, net cash provided by investing
activities was $51.4 million compared to net cash provided by investing
activities of $24.0 million for 2000 primarily due to the increase in the sale
of real estate during 2001. 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.

                                       17


Real Estate under Development
Development activity is focused in core markets that have strong operations
managers in place. For the six months ended June 30, 2001, United Dominion
invested approximately $30.3 million in real estate projects, down $24.3 million
from its 2000 level of $54.6 million.

The following projects were under development at June 30, 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               76     $      18,400   $      25,700     $   77,400         1Q02
    Raleigh, NC
  Red Stone Ranch                             324              212            17,600          21,700         67,000         4Q01
    Austin, TX
                                      -----------      -----------     -------------   -------------     ----------
    Subtotal                                  656              288            36,000          47,400         72,300
                                      -----------      -----------     -------------   -------------     ----------

Additional Phases:
------------------
  Greensview II                               192               --             9,600          16,700         87,000         4Q01
    Denver, CO
  Manor at England Run III                    120               48             6,500           8,800         73,300         4Q01
    Fredericksburg, VA
  The Meridian II                             270               --             4,800          17,400         64,400         1Q02
    Dallas, TX
                                      -----------      -----------     -------------   -------------     ----------
    Subtotal                                  582               48            20,900          42,900         73,700
                                      -----------      -----------     -------------   -------------     ----------

     Total                                  1,238              336     $      56,900   $      90,300     $   72,900
                                      ===========      ===========     =============   =============     ==========



In addition, United Dominion owns eight parcels of land held for future
development. These development sites represent second phases to existing
communities that at June 30, 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.

During the first six months of 2001, United Dominion recognized fee income of
approximately $0.8 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.

                                       18


The following joint venture projects were complete as of June 30, 2001:



                                            Development
                           No. of Apt.         Cost         Cost Per        Date
                              Homes       (In thousands)      Home        Completed      % Leased
                          ------------  ----------------- ------------  -------------  ------------
                                                                        
New Communities:
----------------
  Parke 33                         264        $    17,100   $   64,800          2/01         76.9%
     Lakeland, FL
  Sierra Canyon                    236             15,400       65,300          3/01         92.4%
     Phoenix, AZ
  Oaks at Weston                   380             28,000       73,700          3/01         68.4%
     Raleigh, NC
                          ------------        -----------   ----------
      Total                        880        $    60,500   $   68,800
                          ============        ===========   ==========


The following joint venture project was under development at June 30, 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             206           $20,600          $22,100       $71,800        3Q01
    Dallas, TX


Disposition of Investments
For the six months ended June 30, 2001, United Dominion sold nine communities
with 1,889 apartment homes for an aggregate sales price of approximately $128.5
million and recognized gains for financial reporting purposes of $24.8 million.
Proceeds from the sales 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. The Company currently has
five development sites under contract for sale for a total consideration of
$13.1 million that is slightly above carrying value. These sales are subject to
due diligence evaluations by the buyers.

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.

Acquisitions
During the six months ended June 30, 2001, United Dominion acquired two
communities with 510 apartment homes at a total cost (including closing costs)
of approximately $32.0 million which included the use of tax free exchange
funds.

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.

                                       19


During the first six months of 2001, $20.7 million or $282 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 $11.4 million or $155 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
$9.3 million or $127 per home for the six months ended June 30, 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 six months ended June 30, 2001
was $165.3 million compared to $124.9 million for 2000, an increase of $40.4
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.

On June 15, 2001, the Company completed the redemption of all of its outstanding
9.25% Series A Cumulative Redeemable Preferred shares at $25 per share plus
accrued dividends utilizing proceeds from its line of credit. Based on
anticipated costs of a $100 million FNMA financing scheduled to close in August
2001 (the proceeds of which will be used to pay down the line of credit), this
transaction will result in an annual reduction of $3.0 million in capital costs.
For the three and six months ended June 30, 2001, United Dominion repurchased
16,100 and 17,600 Series B preferred shares at an average price of $24.61 and
$24.42 per share, respectively.

For the quarter ended June 30, 2001, the Company repurchased 1,418,044 common
shares at an average price of $13.55. As of June 30, 2001, approximately 4.7
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.

For the six months ended June 30, 2001, the Company repaid $21.3 million of
unsecured debt and $37.9 million of secured debt, was relieved of $7.7 million
of secured debt in connection with the disposition of properties and assumed
$18.2 million of secured debt in connection with the acquisition 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 June 30,
2001, $323.5 million was outstanding under the Credit Facility leaving $51.5
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.

                                       20


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



                                                            Six months ended         Year ended
                                                              June 30, 2001       December 31, 2000
---------------------------------------------------------------------------------------------------
                                                                           
Total revolving credit facilities                                   $375,000              $375,000
Borrowings outstanding at end of period                              323,500               244,400
Weighted average daily borrowings during the period                  262,932               195,128
Maximum daily borrowings during the period                           323,500               308,000
Weighted average interest rate during the period                         6.1%                  7.3%
Weighted average interest rate at end of period                          5.0%                  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 half 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 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. Adjusted funds from operations
("AFFO") is defined as FFO excluding recurring capital expenditures. The Company
believes AFFO is the best measure of economic profitability for real estate
investment trusts.

The following table outlines United Dominion's FFO calculation for the three and
six months ended June 30, (dollars in thousands, except per share amounts):



                                                                         Three Months Ended     Six Months Ended
                                                                              June 30,              June 30,
                                                                       --------------------- --------------------
                                                                          2001       2000       2001      2000
                                                                       --------------------- --------------------
                                                                                           
Net income                                                              $ 32,245   $ 13,277  $ 37,977  $  31,857

Adjustments:
 Distributions to preferred shareholders                                  (8,590)    (9,221)  (17,653)   (18,629)
 Real estate depreciation, net of outside partners' interest              37,610     43,620    77,542     77,188
 Gains on sale of depreciable property, net of outside partners'
  interest                                                               (20,675)    (5,621)  (24,005)    (8,148)
 Minority interests of unitholders in operating partnership                1,475        294     1,231        962
 Real estate depreciation related to unconsolidated entities                 279         46       463         92
 Extraordinary item-early extinguishment of debt                             372       (586)      559       (358)
                                                                       ---------- ---------- --------- ----------
 Funds from operations-basic                                            $ 42,716   $ 41,809  $ 76,114  $  82,964
                                                                       ========== ========== ========= ==========


                                       21



                                                                                           
Adjustment:
 Distribution to preferred shareholders-Series D (Convertible)             3,857      3,825     7,714      7,650
                                                                       ---------- ---------- --------- ----------
 Funds from operations-diluted                                          $ 46,573   $ 45,634  $ 83,828   $ 90,614
                                                                       ========== ========== ========= ==========
Adjustment:
 Recurring capital expenditures                                           (6,563)    (5,807)  (13,099)   (11,613)
                                                                       ---------- ---------- --------- ----------
 Adjusted funds from operations-diluted                                 $ 40,010   $ 39,827  $ 70,729   $ 79,001
                                                                       ========== ========== ========= ==========

Weighted average number of common shares and OP Units outstanding -
 basic                                                                   108,428    110,774   108,690    110,590
Weighted average number of common shares and  OP Units outstanding -
 diluted                                                                 121,314    123,281   121,442    123,069


Results of Operations
Net Income Available to Common Shareholders
Net income available to common shareholders increased $13.9 million and $1.4
million for the three and six months ended June 30, 2001 compared to the same
periods last year. This increase was primarily attributable to (i) higher gains
on the sales of investments of $20.6 million and $24.7 million for the three and
six months ended June 30, 2001 compared to $5.9 million and $8.5 million for the
comparable periods in 2000 and (ii) lower interest costs of $35.8 million and
$73.1 million for the three and six months ended June 30, 2001 compared to $39.8
million and $78.8 million for the comparable periods in 2000.

The increase in gains and decrease in expenses were partially offset by (i) a
decrease in rental income from $155.1 million and $309.2 million for the three
and six months ended June 30, 2000 to $150.9 million and $303.7 million in 2001,
(ii) $8.5 million in non-recurring charges recognized in the first quarter of
2001 related primarily to workforce reductions and severance costs, the write
down of seven undeveloped land sites and the Company's investment in an online
apartment leasing company and relocation costs for the new executive offices,
and (iii) the amount paid to redeem the Company's 9.25% Series A preferred
shares that was in excess of the net proceeds received from the initial sale of
the shares.

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                    Six Months Ended
                                                   June 30,                             June 30,
                                      ----------------------------------   ----------------------------------
                                          2001         2000    % Change        2001         2000    % Change
                                      ----------------------------------   ----------------------------------
                                                                                  
Property rental income                  $ 150,512    $154,764      -2.7%      $ 302,922   $ 308,422     -1.8%
Property rental expenses (excluding
  property management, depreciation
  and amortization)                       (52,565)    (55,562)     -5.4%       (108,060)   (110,337)    -2.1%
                                      ----------------------------------   ----------------------------------
Property operating income               $  97,947    $ 99,202      -1.3%      $ 194,862   $ 198,085     -1.6%
                                      ==================================   ==================================

Weighted average number of homes           76,149      81,606      -6.7%         76,580      81,830     -6.4%
Physical occupancy                           94.0%       94.3%     -0.3%           94.0%       94.0%     0.0%



The decrease in property operating income and property operating expenses by the
Company's apartment community operations is due to the disposition of 7,724
apartment homes during 2000 and 2001. As a result of these dispositions, the
weighted average number of apartment homes declined 6.7% from June 30, 2000 to
June 30, 2001.

                                       22


Same Communities
United Dominion's same communities (those communities acquired, developed or
stabilized prior to April 1, 2000 and held on April 1, 2001 which consisted of
73,348 weighted average apartment homes for the three and six month comparative
periods) provided 95% of the Company's property operating income for the six
months ended June 30, 2001.

For the second quarter of 2001, property operating income for the same
communities increased 4.0% or $3.6 million compared to the same period in 2000.
The growth in property operating income resulted from a $4.3 million or 3.1%
increase in property rental income over the same period in the prior year. The
increase was driven by a $6.0 million or 4.1% increase in rental rates. During
the six months ended June 30, 2001, same community property operating income
increased 2.9% or $5.3 million compared to the same period last year. The growth
in property operating income resulted primarily from a $9.9 million or 3.6%
increase in property rental income that was driven by an $11.2 million or 3.8%
increase in average monthly rental rates. For both periods, the increased rental
rates were partially offset by higher concessions and an increase in bad debt
expense. Physical occupancy remained constant at 94.0%.

For the quarter ended June 30, 2001, property operating expenses at these same
communities increased only $0.7 million or 1.3%. The increase in property
operating expenses was primarily due to a $0.9 million increase in gas costs
(net of reimbursement by residents) caused by the run-up in prices of natural
gas and a $0.5 million increase in property insurance costs due to a combination
of the Company's loss history plus overall increases in market rates. These
increases were offset by a $0.5 million decrease in personnel costs as a result
of the reduction in force (see "Restructuring Charge" below) and a $0.2 million
decrease in administrative and marketing costs.

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) for the three and six months ended
June 30, 2001 was 65.2% and 64.4% compared to 64.6% and 64.9% for the same
periods last year.

Non-Mature Communities
The remaining 5% of United Dominion's property operating income during the first
six months 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 1,328 apartment homes constructed since
January 1, 2000 provided an additional $3.6 million and $6.7 million of property
operating income for the three and six months ended June 30, 2001. In addition,
the three communities with 777 apartment homes acquired by United Dominion
during 2000 and 2001 provided an additional $1.1 million and $1.6 million of
property operating income for the three and six months ended June 30, 2001.

Real Estate Depreciation
Real estate depreciation decreased $6.0 million or 13.7% and increased $0.5
million or 0.6% for the three and six months ended June 30, 2001, over the same
periods last year. The decrease for the quarter was primarily attributable to
the recognition of approximately $10 million of catch-up depreciation expense on
communities transferred from real estate held for disposition to real estate
held for investment during the second quarter of 2000 in order to reflect
depreciation on these properties while they were classified in real estate held
for disposition. Excluding the $10 million, depreciation expense increased by
$4.0 million due to the communities transferred in 2000 and increased capital
expenditures.

Interest Expense
Interest expense decreased $3.9 million and $5.8 million for the three and six
months ended June 30, 2001, respectively, over the same periods last year due to
a decrease in the level of outstanding debt and decreasing interest rates. For
the six month period, the weighted average amount of debt outstanding decreased
4.9% or $103.1 million from 2000 levels and the weighted average interest rate
decreased from 7.6% in 2000 to 7.4% in 2001. For the three month period, the
weighted average amount of debt outstanding decreased 6.8% or $143.7 million in
2001 as compared to the same period in the prior year and the weighted average
interest rate decreased from 7.6% in 2000 to 7.4% in 2001. The weighted average
amount of debt employed during 2001 is lower as a portion of disposition
proceeds was used to repay outstanding debt. The decrease in the average
interest rate during 2001 reflects the reliance on short-term bank borrowings
which had lower interest rates when compared to the same period in the prior
year.
                                      23


Restructuring Charge
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 June 30, 2001, approximately $2.9 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 during the first quarter of 2001, 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 during the first quarter 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 three and six months ended June 30, 2001, general and administrative
expenses increased $1.9 million or 52.6% and $2.6 million or 34.1% over 2000.
The increase was primarily due to an increase in accrued incentive bonus expense
during the second quarter of 2001.

Gains on Sales of Investments
For the three and six months ended June 30, 2001, United Dominion recognized
gains for financial reporting purposes of $20.6 million and $24.7 million,
respectively, compared to $5.9 million and $8.5 million for the comparable
periods 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.

Premium on Preferred Share Repurchases
During the second quarter of 2001, United Dominion redeemed all of the Company's
9.25% Series A preferred shares. The amount paid to redeem these shares in
excess of the net proceeds received from the sale of the shares is reflected in
the Statement of Operations as a reduction of net income available to common
shareholders.

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 the Company subsequently made
payment during the second quarter.

                                       24


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.

                                       25


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 June 30,
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.

                                       26


                                    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 second quarter
of 2001, United Dominion made payment of approximately $2.7 million to settle a
class action lawsuit concerning water usage billing in Texas.

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

        None

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

        None

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

        On May 8, 2001, the Company held its Annual Meeting of Shareholders.
The following persons were elected directors by the indicated vote.

        Name                              Votes For             Votes Withheld
        ----                              ---------             --------------
R. Toms Dalton, Jr.                      90,377,671              1,324,979
Robert P. Freeman                        90,369,665              1,332,985
Jon A. Grove                             90,372,175              1,330,475
James D. Klingbeil                       90,335,526              1,367,124
Robert C. Larson                         90,233,316              1,469,334
John P. McCann                           90,266,263              1,436,387
Lynne B. Sagalyn                         90,429,472              1,273,178
Mark J. Sandler                          90,439,993              1,262,657
Robert W. Scharar                        90,412,155              1,290,495
Thomas W. Toomey                         90,402,604              1,300,046


                                       27


        The Company's proposed Out-Performance Program, pursuant to which
officers and key employees are permitted to purchase performance shares of
the Company's limited partnership subsidiary, United Dominion Realty, L.P.,
the value of which depends upon the achievement of specified performance
goals established by the Board of Directors, was approved by a vote of
50,520,314 shares for, 12,119,738 shares against, 1,499,942 shares
abstained and 27,562,656 broker non-votes.

        Finally, the Company's proposed Long-Term Incentive Compensation
Plan, providing for formula grants of stock options to directors and awards at
the discretion of the Compensation Committee of the Board of Directors of stock
options, stock appreciation rights, restricted stock, dividend equivalents,
other stock-based awards, any other rights or interests relating to common
stock, or cash to officers and employees, was approved by a vote of 80,194,579
shares for, 10,075,102 shares against and 1,432,969 shares abstained.


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 May
        4, 2001. The filing reported United Dominion's 2001 first quarter
        results of operations as reported on its Press Release issued on April
        30, 2001.

        A Form 8-K was filed with the Securities and Exchange Commission on May
        17, 2001. The filing reported United Dominion's redemption of Series A
        preferred stock as reported on its Press Release issued on May 16, 2001.

        A Form 8-K was filed with the Securities and Exchange Commission on June
        7, 2001. The filing included information that United Dominion will
        present to current and prospective stockholders and other persons and
        institutions as first presented on June 7, 2001.


                                       28



                                 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.

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.


                                       29



                                                        
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)(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 Company       Registration Statement dated February 4, 1998.
                  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                   September 30, 1999.
                  and 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

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

10(vi)            1991 Stock Purchase and Loan                Exhibit 10(viii) to the Company's Quarterly Report


                                       30



                                                        
                  Plan.                                       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.

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                Exhibit 10(xii) to the Company's Annual
                  the 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(xv)            Retirement Agreement and Covenant           Exhibit 10(xv) to the Company's Quarterly
                  Not to Compete between the Company          Report on Form 10-Q for the quarter
                  and John P. McCann dated March 20,          ended March 31, 2001.
                  2001.

10(xvii)          Employment Separation Agreement             Exhibit 10(xvii) to the Company's Quarterly
                  between the Company and A. William          Report on Form 10-Q for the quarter
                  Hamill dated March 20, 2001.                ended March 31, 2001.

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


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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: August 14, 2001                         /s/ Christopher D. Genry
----------------------------------            ---------------------------------
                                              Christopher D. Genry
                                              Executive Vice President and
                                                      Chief Financial Officer


Date: August 14, 2001                         /s/ Scott A. Shanaberger
----------------------------------            ---------------------------------
                                              Scott A. Shanaberger
                                              Vice President and
                                                      Chief Accounting Officer

                                       32