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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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UDR, INC.
 
(Name of Registrant as Specified in Its Charter)
 
 
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IMPORTANT NOTICE Regarding the Availability of Proxy Materials

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UDR, INC.
(LOGO)
UDR, INC.
1745 SHEA CENTER DRIVE
SUITE 200
HIGHLANDS RANCH, CO 80129

Meeting Information
     
Meeting Type:
          Annual
     
For holders as of:
  03/23/09
 
    
Date: 05/13/09       Time: 8:30 a.m., Local Time
Location:   Hyatt Regency Tech Center
7800 E. Tufts Avenue
Denver, CO 80237
You are receiving this communication because you hold shares in the company named above.
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Proxy Materials Available to VIEW or RECEIVE:
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Voting Items


THE BOARD OF DIRECTORS RECOMMEND A VOTE
“FOR” ITEMS 1, 2 AND 3.

         
1.
   ELECTION OF DIRECTORS    
 
   Nominees:
    
 
   01)      Katherine A. Cattanach   07)      Thomas R. Oliver
 
   02)      Eric J. Foss   08)      Lynne B. Sagalyn
 
   03)      Robert P. Freeman   09)      Mark J. Sandler
 
   04)      Jon A. Grove   10)      Thomas W. Toomey
 
   05)      James D. Klingbeil   11)      Thomas C. Wajnert
 
   06)      Robert C. Larson    
2.  
Proposal to ratify the appointment of Ernst & Young LLP to serve as our independent auditors for the year ending December 31, 2009.
  
 
3.  
Proposal to approve the amended and restated 1999 Long-Term Incentive Plan, including to (i) increase the number of shares reserved for issuance under the plan from 4,000,000 shares to 16,000,000 shares (with future Awards other than Stock Options and Stock Appreciation Rights counting against the reserve at a rate of 2.28 shares for each share actually used) and (ii) raise the annual per person limit on Awards other than Options and Stock Appreciation Rights to $5,000,000, and shares of stock with respect to Options and/or Stock Appreciation Rights to 5,000,000 shares.
  

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