UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of ~~The~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ~~of 1934~~event reported): July 29, 2014

~~Date~~United ofDominion ~~Report (Date of earliest event reported): June 6~~Realty, ~~2013~~ L.P.

UNITED DOMINION REALTY, L.P.

(Exact name of registrant as specified in its charter)

Delaware	333-156002-01	54-1776887
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado		80129
1745 Shea Center Drive, Suite 200,Highlands Ranch, Colorado	80129
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

Registrant’s telephone number, including area code: (720) 283-6120

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into A Material Definitive Agreement.

On June 6, 2013, UDR, Inc. (the “Company”) entered into an amendment to the $250 million term loan which matures January 2016 (the “$250 Million Term Loan Amendment”), and an amendment to the $100 million term loan which matures January 2016 (the “$100 Million Term Loan Amendment,” and collectively with the $250 Million Term Loan Amendment, the “Term Loan Amendments”). United Dominion Realty, L.P., the Company’s Operating Partnership, is a guarantor on the $250 million term loan and the $100 million term loan.

Under the terms of the Term Loan Amendments, the applicable spread over LIBOR for the term loans is reduced from 142.5 to 125 basis points, and the maturity dates of the term loans are extended to June 2018. Both the Company’s credit facility and the term loans have matching covenants, which have been enhanced mainly by a reduction in the cap rate used to calculate Gross Asset Value to 6 percent from 6.5 percent and the addition of an Investment in Unconsolidated Affiliates carve-out for Permitted Investments.

The $250 Million Term Loan Amendment and the $100 Million Term Loan Amendment are attached hereto as Exhibits 10.1 and 10.2, respectively, and each such exhibits are incorporated herein by reference. The foregoing description of the material terms of the Term Loan Amendments, as well as the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to Exhibits 10.1 and 10.2.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information reported under Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On ~~June~~July 1029, ~~2013~~2014, UDR, Inc., a Maryland corporation (the “Company”), ~~issued~~filed with the Securities and Exchange Commission a ~~press~~shelf ~~release~~registration ~~announcing~~statement on Form S-3 (File No. 333-197710) (the ~~entry~~“Registration ~~into~~Statement”), and on July 30, 2014, the ~~Term~~Company ~~Loan~~and ~~Amendments~~United Dominion Realty, L.P., Aa ~~copy~~Delaware oflimited partnership (the ~~press~~“Operating ~~release~~Partnership”) isfiled ~~attached~~Post-Effective ~~hereto~~Amendment asNo.1 ~~Exhibit~~to 99the Registration Statement (the “Post-Effective Amendment”) in respect of certain of the Company’s and the Operating Partnership’s securities. In connection with filing the Registration Statement and the Post-Effective Amendment, the Company and the Operating Partnership entered into an amendment to the Third Amended and Restated Distribution Agreement dated September 1, 2011, for the offering, from time to time, of the Company’s medium term notes (the “Distribution Agreement”), and isthe ~~incorporated~~Company byentered ~~reference herein~~into an amendment to the ATM Equity OfferingSM Sales Agreement dated April 4, 2012, for the offering, from time to time, of the Company’s common stock (the “Sales Agreement”). The purpose of the amendment to the Sales Agreement was to reference the Registration Statement in the agreement, and the purpose of the amendment to the Distribution Agreement was to reference the Registration Statement in the agreement and to change the definition of “the Agents” in the agreement.

A copy of the amendment to the Sales Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. A copy of the amendment to the Distribution Agreement is attached hereto as Exhibit 1.2 and is incorporated by reference herein. The foregoing descriptions of the amendments to the Sales Agreement and the Distribution Agreeement are qualified in their entirety by reference to Exhibits 1.1 and 1.2.

~~Item 9~~Morrison & Foerster LLP issued its opinions with respect to the legality of the shares of common stock that may be issued pursuant to the Sales Agreement, as amended, and with respect to disclosure regarding certain U.01S. ~~Financial~~federal ~~Statements~~income tax matters, which opinions are attached hereto and incorporated herein by reference as Exhibits 5.1 and 8.1, respectively. Kutak Rock LLP also issued its opinion with respect to certain U.S. federal tax matters regarding the Company’s REIT status, which opinion is attached hereto and incorporated herein by reference as Exhibit 8.2.

~~(d)~~ATM ~~Exhibits~~Equity Offering is a service mark of Merrill Lynch & Co., Inc.

Exhibit No.		Description
10.1		$250 Million Term Loan Amendment, dated as of June 6, 2013.
10.2		$100 Million Term Loan Amendment, dated as of June 6, 2013.
99.1		Press release dated June 10, 2013.

Item 9.01. Financial Statements and Exhibits

3 (d) Exhibits

Exhibit No. Description

1.1 Amendment No. 1 to the Sales Agreement.

1.2 Amendment No. 1 to the Distribution Agreement.

5.1 Opinion of Morrison & Foerster LLP.

8.1 Tax Opinion of Morrison & Foerster LLP.

8.2 Tax Opinion of Kutak Rock LLP.

23.1 Consent of Morrison & Foerster LLP (contained in Exhibits 5.1 and 8.1).

23.2 Consent of Kutak Rock LLP (contained in Exhibit 8.2).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED DOMINION REALTY, L.P.
	United Dominion Realty, L.P.
	By:	UDR, INC., its sole general partner
	By: UDR, INC., its sole general partner
Date: June 10, 2013	By:	/s/ Warren L. Troupe
July 31, 2014	By:	/s/ Warren L. Troupe
	~~Name: Warren L. Troupe~~	Name: Warren L. Troupe
	~~Title: Senior Executive Vice President~~	Title: Senior Executive Vice President

4EXHIBIT INDEX

~~EXHIBIT~~Exhibit ~~LIST~~ No. Description

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