UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~The ~~(Date~~Securities ofExchange ~~Earliest~~Act ~~Event~~of 1934 ~~Reported): April 1, 2011~~

~~United~~Date ~~Dominion~~of ~~Realty,~~Report ~~L.P. __________________________________________~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inJune 6, ~~its~~2013 ~~charter)~~

Delaware	333-156002-01	54-1776887
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado		80129
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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.)

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

Not Applicable ~~______________________________________________ Former~~ ~~name or former address, if changed since last report~~

(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:

~~[ ]~~ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] 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))

~~Top~~¨ ofSoliciting material pursuant to Rule 14a-12 under the ~~Form~~ Exchange Act (17 CFR 240.14a-12)

~~Item~~¨ ~~3.02~~Pre-commencement ~~Unregistered~~communications ~~Sales~~pursuant ofto ~~Equity~~Rule ~~Securities~~14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

On¨ ~~April~~Pre-commencement 1,communications ~~2011,~~pursuant ~~UDR, Inc. (the "Company"), through United Dominion Realty, L.P. (the "Operating Partnership"), closed on the acquisition of a multifamily apartment community referred~~ to asRule 10 Hanover Square, located in New York City, New York (the "Community"). The Community was acquired for $259.8 million, which included the assumption of $192 million of debt. In connection with the closing, the Operating Partnership issued 2,569,606 Operating Partnership Units ("OP Units") for the contribution of the Community to the Operating Partnership. The Units were issued in reliance on the exemption from registration provided by Section 13e-4(2c) ofunder the ~~Securities~~Exchange Act of 1933, as amended. The issuance of the OP Units was not effected using any form of general advertising or general solicitation and the issuance was made to only a qualified investor.Limited partners holding OP Units have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as17 ~~defined~~CFR ~~in the Operating Partnership Agreement), provided that such OP Units have been outstanding for at least one year~~240. ~~The Company, as general partner of the Operating Partnership may, in its sole discretion, purchase the OP Units by paying to the limited partner either the Cash Amount or the REIT Share Amount~~ 13e-4(~~generally one share of common stock of the Company for each OP Unit~~c)~~, as defined in the Operating Partnership Agreement.~~ )

~~Top~~Item 1.01. ofEntry ~~the~~into ~~Form~~ 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 10, 2013, the Company issued a press release announcing the entry into the Term Loan Amendments. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


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.

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.

	By:	UDR, INC., its sole general partner

Date: June 10, 2013	By:	/s/ Warren L. Troupe
	Name: Warren L. Troupe
	Title: Senior Executive Vice President

EXHIBIT LIST


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.

United Dominion Realty, L.P.

By: UDR, Inc., its general partner

May3, 2011

/s/David L. Messenger

Name: David L. Messenger

Title Senior Vice President and Chief Financial Officer

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