UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2007

UDR, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation)		1-10524 (Commission File Number)		54-0857512 (I.R.S. Employer Identification No.)

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

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

     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))

 

 

ITEM 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On December 31, 2007, Martha R. Carlin, who resigned as Executive Vice President, Operations of UDR, Inc. (the “Company”) effective November 8, 2007, and the Company entered into a letter agreement relating to the terms of her departure. A copy of the letter agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

     Ms. Carlin’s resignation was previously reported on the Company’s Current Report on Form 8-K dated November 8, 2007 and filed with the Securities and Exchange Commission on November 13, 2007 (Commission File No. 1-10524).

ITEM 9.01.		Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.				Description
	10.1			Letter Agreement between the Company and Martha R. Carlin

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.

EXHIBIT INDEX

Exhibit No.				Description
	10.1			Letter Agreement between the Company and Martha R. Carlin