Exhibit 23
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the following
Registration Statements of United Dominion Realty Trust, Inc. and in the related
Prospectuses of our report dated January 31, 2002, with respect to the
consolidated financial statements and schedule of United Dominion Realty Trust,
Inc. included in this Annual Report (Form 10-K) for the year ended December 31,
2001:
Registration Statement Number Description
----------------------------- -----------
33-40433 Form S-3, pertaining to the private placement of 900,000
shares of the Company's common stock in May, 1991.
33-48000 Form S-8, pertaining to the Company's Stock Option Plan.
33-58201 Form S-8, pertaining to the Employee's Stock Purchase Plan.
333-11207 Form S-3, Shelf Registration Statement, pertaining to the
private placement of 1,679,840 shares of the Company's
Common Stock.
333-15133 Form S-3, pertaining to the Company's Dividend Reinvestment
and Stock Purchase Plan.
333-32829 Form S-8, pertaining to the Company's Stock Purchase and
Loan Plan.
333-44463 Form S-3, pertaining to the Company's Dividend Reinvestment
and Stock Purchase Plan.
333-48557 Form S-3, Shelf Registration Statement, pertaining to the
private placement of 104,920 shares of Common Stock and
104,920 rights to purchase Series C Junior Participating
Redeemable Preferred Stock.
333-53401 Form S-3, Shelf Registration Statement, pertaining to the
private placement of 1,528,089 shares of Common Stock and
1,528,089 rights to purchase Series C Junior Participating
Redeemable Preferred Stock.
333-58600 Form S-8, pertaining to the Employee's Stock Purchase Plan.
333-64281 Form S-3, Shelf Registration Statement, pertaining to the
private placement of 849,498 shares of Common Stock and
849,498 rights to Purchase Series C Junior Participating
Redeemable Preferred Stock.
333-72885 Form S-3, Shelf Registration Statement, pertaining to the
private placement of 130,416 shares of Common Stock and
130,416 rights to purchase Series C Junior Participating
Redeemable Preferred Stock.
Registration Statement Number Description
----------------------------- -----------
333-75897 Form S-8, pertaining to the Company's Long Term Incentive
Plan.
333-77107 Form S-3, Shelf Registration Statement, pertaining to the
private placement of 1,023,732 shares of Common Stock and
1,023,732 rights to purchase Series C Junior Participating
Redeemable Preferred Stock.
333-77161 Form S-3, Shelf Registration Statement, pertaining to the
private placement of 481,251 shares of Common Stock and
481,251 rights to purchase Series C Junior Participating
Redeemable Preferred Stock.
333-80279 Form S-8, pertaining to the Company's Open Market Purchase
Program.
333-82929 Form S-3, Shelf Registration Statement, pertaining to the
private placement of 95,119 shares of Common Stock and
95,119 rights to purchase Series C Junior Participating
Redeemable Preferred Stock.
333-92667 Form S-3, Shelf Registration Statement, pertaining to the
registration of $616,058,554 of Common Stock, Preferred
Stock and Debt Securities.
/s/ Ernst & Young LLP
Richmond, Virginia
March 26, 2002