SECURITIES AND EXCHANGE COMMISSION
                                      WASHINGTON, DC 20549


                                            Form 10-K


     [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
                                      [FEE REQUIRED]

                       For the fiscal year ended December 31, 1994

                                            OR

     [ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT OF 1934
                                    [NO FEE REQUIRED]

                    For the transition period from _______ to _______

                              Commission file number 1-10524

                             United Dominion Realty Trust, Inc.
                 (Exact name of registrant as specified in its charter)

                        VIRGINIA                            54-0857512
           (State or other jurisdiction of               (I.R.S. employer
           incorporation or organization)                Identification No.)

 10 South Sixth Street Suite 203, Richmond, Virginia        23219-3802
     (Address of principal executive offices)               (Zip Code)

                                       804-780-2691
                 (Registrant's telephone number, including area code)

              Securities registered pursuant to Section 12(b) of the Act:

       Title of Class                       Name of exchange on which registered
 Common Stock $1 par value                          New York Stock Exchange

              Securities registered pursuant to Section 12(g) of the Act:

                                           None

    Indicate by check mark whether the registrant (1) has filed
all reports to be filed by Section 13 or 15(d) of the Securities Exchange
Actof 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

                 YES  X                                         NO ____

    Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statementsincorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

    The aggregate market value of voting shares held by nonaffiliates of
the registrant was approximately $700,000,000* as of March 24, 1995.

                                    51,730,984
     (Number of shares of common stock outstanding as of March 24, 1995)

    Part I and Part II incorporate certain information by reference from
the registrant's 1994 Annual Report to Shareholders Part III
incorporates certain information by reference from the definitive proxy
statement to be filed with respect to the Annual Meeting of Shareholders
to be held on May 2, 1995.

*  In determining this figure, the Trust has assumed that all of its
officers and Directors, and persons known to the Trust to be
beneficial owners of more than 5% of the Trust's shares, are affiliates.
Such assumption should not be deemed to be conclusive for any other
purpose.  The aggregate market value has been computed with reference to
the closing sales price reported by the Stock Exchange on March 24, 1995.


                                   Part I

Item 1.   Business

     United  Dominion Realty  Trust,  Inc.  (the "Trust"),  a Virginia
corporation,  is a  self-administered equity  real estate investment
trust ("REIT"),  formed  in  1972, whose  business  is devoted  to one
industry segment,  the  ownership and  operation  of income-producing
real  estate, primarily  apartment communities  in the Southeast. The
Trust is  a fully integrated  real estate  company with  acquisition,
construction  and management  capabilities. The Trust  acquires,
upgrades and  operates its properties with the goals of maximizing its
funds from  operations ("FFO") (defined as income before  gains [losses]
on investments  and extraordinary items  adjusted for  certain non-cash
items,  primarily real  estate depreciation) and  quarterly
distributions to shareholders,  while building equity primarily  through
real  estate  appreciation. Prior  to  1991, the Trust's investment
policy was to emphasize the acquisition of under-leased, under-managed,
and/or under-maintained properties that could be physically or otherwise
upgraded and  could be acquired at significant  discounts from
replacement costs.  At  the beginning of 1991, changed  economic
conditions and  the  Trust's  financial strength enabled  it  to  embark
on a  major expansion of its apartment portfolio by taking advantage of
unique buying opportunities  resulting from the  real estate  credit
crisis. This has enabled  the Trust to (i)  acquire more stable
apartment properties having high occupancy levels  and not requiring
substantial renovation, and  (ii) enter  into new  markets including the
Baltimore/Washington area,  central and south Florida, and  Nashville
and  Memphis, Tennessee. During  1994, the Trust also made  acquisitions
for the  first time in Delaware  and Alabama. The properties have been
acquired generally at significant discounts  from replacement  cost and
at current  yields believed  to be attractive. The sellers have
included financially  distressed real  estate limited partnerships, the
RTC, the  FDIC, lenders who had foreclosed  and insurance companies
seeking to reduce their real estate exposure.  During the three years
prior to  1994, the  Trust purchased  36 apartment  communities with
9,237 units for approximately $250  million.  In 1994, the  Trust
purchased 47 apartment communities with 11,433  units for approximately
$404  million. This includes 26 apartment communities with 5,318 units
acquired in a  portfolio purchase for $171 million, including closing
costs. One of the portfolio properties containing 65 units at a cost of
$1.6 million was subsequently resold. As  of  March  28, 1995,  the
Trust's  portfolio  of income-producing  real estate  consisted  of 138
properties including 121 apartment complexes, 13  shopping centers,  and
4 other  properties. (See Item 2. "Properties".)

   The Trust  is operated so  as to qualify  as a real  estate
investment trust under the applicable provisions of the Internal Revenue
Code of 1986, as amended (the  "Code").  To  qualify, the Trust  must
meet certain  tests which, among other  things, require  that its assets
consist primarily  of real estate, its income be derived primarily from
real estate, and at least 95% of its taxable income be distributed to
its shareholders. Because the Trust qualifies  as a REIT, it  is
generally not subject  to Federal income taxes.

   The Trust manages its properties directly, rather than through
outside property  management firms. During  1994, the  cost of internal
property management of the  Trust's apartment properties  was
approximately 3.5%  of rents  collected versus the 4-5%  fee typically
charged  by independent fee management companies in the  Trust's region.
In determining its  cost, the Trust  considers all direct and indirect
costs associated with the internal property management function.

   Near  the end  of 1992,  management of  the Trust determined  that
the Trust should devote  substantially all  of its resources  to the
apartment business.  During 1994, the  Trust sold one shopping center
and as of March 28, 1995,  the Trust was  actively negotiating  the sale
of four  shopping centers (Glen Lea, Hanover Village, Laburnum Park and
Laburnum Square) in a single  transaction. In  addition, the  Trust
entered into  separate and unrelated  contracts to sell an industrial
park, shopping center and vacant land at another shopping center for a
total of $3.5 million.  There is  no assurance that these sales
transactions will be consummated. Although no formal  plans  for
divestiture have  been  made,  the  Trust plans  to substantially
liquidate its commercial properties as opportunities arise.

   A  significant aspect of the  Trust's investment strategy  has been
to concentrate its investments within the Southeast.  The Trust
currently owns properties  in the  seven  coastal states  from  Delaware
to  Florida  plus Tennessee and Alabama. This  strategy of
geographically  focusing on  one region,  has enabled management to
regularly inspect each  property and to monitor  developments in  local
real  estate markets. Over the  past few years,  the  Trust  has entered
several  new  markets within this  region including, Washington, D.C.;
Greensboro, North Carolina; Greenville/Spartanburg, South Carolina;
Orlando, Tampa,  Clearwater, Melbourne,  Ft. Lauderdale/Miami,  Florida;
Baltimore,  Maryland; Nashville and Memphis, Tennessee;  Alabama; and
Delaware. As of December  31, 1994, the Trust's  real estate  portfolio
was geographically  distributed as  set forth in the table on the
following page.


                                                         Number of             Percentage of Real
                                                     Properties Owned        Estate Owned at Cost
                                                                       
  Virginia (excludes Northern Virginia)
         Richmond                                           20                         11%
         Hampton Roads (1)                                   7                          4%
         Other                                               6                          1%
                                                            33                         16%
  North Carolina:
         Charlotte                                          12                          8%
         Raleigh/Durham                                      9                          9%
         Wilmington                                          4                          3%
         Other                                               8                          4%
                                                            33                         24%
  South Carolina:
         Columbia                                           11                          9%
         Greenville/Spartanburg                              7                          3%
         Other                                               4                          3%
                                                            22                         15%
  Florida:
         Tampa/Clearwater                                    7                          6%
         Orlando                                             6                          6%
         Miami/Fort Lauderdale                               4                          5%
         Other                                               4                          4%
                                                            21                         21%
  Tennessee:
         Nashville                                           3                          2%
         Memphis                                             3                          2%
         Other                                               1                          1%
                                                             7                          5%

  Georgia:
         Atlanta                                             5                          5%
         Other                                               2                          2%
                                                             7                          7%

  Baltimore/Washington
    (includes Northern Virginia):                           11                         10%

  Alabama:                                                   2                          1%

  Delaware:                                                  2                          1%

         Total                                             138                        100%

(1)  Includes Virginia  Beach,  Hampton,  Newport  News,  Portsmouth
     and Gloucester.

     As a qualified REIT, the  Trust distributes a  substantial portion
of its cash flow to its shareholders in  the form of dividends.  Over
the past several years, the Trust has  sought to reduce its payout ratio
(the ratio of distributions declared  per share to  FFO per share)  from
above 90%  to approximately 75%.  For 1994, the dividend payout ratio
was 73% compared to 84%  for 1993  and 94%  for 1992. For  1994, the
Trust's cash  flow from operating  activities  exceeded  cash
distributions  to  shareholders  by approximately $19.5 million. The
Trust utilizes a  variety of  primarily external financing  sources to
fund new  acquisitions, property renovations and  expansions, major
capital improvements and balloon debt payments.  The Trust  has
frequently utilized  its bank  lines  of credit  to temporarily finance
these expenditures  and has  subsequently replaced  the short-term bank
debt with longer term debt or equity.

   At the beginning of 1994, the Trust had approximately  $5.8 million
of cash and cash equivalents  and $32.4 million  of available and unused
bank lines of credit.  Since the beginning of the year, the  Trust has
added one bank to its bank  lending group and  expanded its bank  lines
of credit  to $103.5 million, an increase of $42.5 million. On April 7,
1994, the Trust completed  a $75 million  public offering of 7  1/4%
senior unsecured notes due April  1, 1999. The notes were  priced at
99.833%  to yield  7.29% to maturity.  Net proceeds of the debt offering
of $74.3 million were utilized to repay, in full, outstanding bank  debt
and to fund subsequent  apartment acquisitions. Near the  end of June,
1994, the Trust  completed a public offering of 8,479,400 shares of its
common stock at $14.25 per  share.  Net proceeds  of the  offering,
after deducting  underwriting commissions  and direct offering  costs,
aggregated  approximately $114.2 million,  of which approximately  $17.9
million was used  to curtail then  existing bank debt. The remaining
net proceeds were  temporarily invested in  short-term money market
investments and were subsequently  used to purchase  a portfolio of
apartment communities  on July 1, 1994. On September 27,  1994, the
Trust completed a $150 million public offering of 8 1/2% Debentures due
September 15, 2024. The Debentures include an investor put feature which
grants the debentureholder a one  time option to  redeem debentures at
the end of  10 years.  The  Debentures were priced at 99.689% to  yield
8.55% to maturity. During  the third  quarter,  the Trust  executed  two
interest  rate  hedge transactions involving  futures contracts which
had the  effect of reducing the  interest  rate on  the  debentures  to
8.22%  for  ten  years. These contracts were terminated at the time
debentures were issued.  Net proceeds from the sale of the Debentures
aggregated approximately $148.4 million and were used to repay,  in
full,  then existing  bank debt of $115.3  million, and  to  purchase
an  apartment community  on  September  30,  1994. The remaining net
proceeds were temporarily invested in short-term money market
instruments.

   During  1994, the  Trust  completed nine  new tax-exempt
multi-family housing  bond financings or assumed such bond financings in
connection with certain acquisitions in  the aggregate amount of
approximately $71 million ($12 million of which  was defeased pending
refunding).  These bonds  have maturities ranging from 2007 to  2024, a
weighted average interest  rate of 7.03% and a weighted average life of
23 years.  In addition, bonds totaling $3  million were refunded with
new bonds  totaling $3 million, with a final maturity in 2023, a
weighted average  interest rate of 6.48% and a weighted average life of
29  years.  Because a portion  of the funds raised  through these
financing transactions was used to retire or replace debt, the Trust
utilized  27% equity  and 73% debt  during the  year to  fund its
apartment acquisition  and improvement program. These funds had  an
estimated first year cost to the Trust of 8.0%.

     In  the  past,  the  Trust  leveraged a  portion  of  its  real
estate portfolio with fixed  rate mortgage debt.  As the  Trust's
capital base has broadened over the past several years primarily
through its sale of Common Stock in  seven of the last  nine years, its
financial  strength and credit standing have improved.  The Trust's
senior debt is currently rated BBB+ by Standard & Poor's and Baal by
Moody's.  As a result of its investment grade debt ratings, alternate
forms  of debt having a lower cost than traditional mortgage financing
have become available. Management anticipates that the Trust will
continue to retire its higher rate mortgage  debt when it can be
replaced with lower cost debt or equity. As of March,  1995, 105
properties and phases of several  other properties are unencumbered by
mortgage debt. The  unencumbered  properties  have  a total  cost  of
approximately  $750 million.

    At December  31, 1994, the  Trust had $70 million  of revolving
credit facilities  with four commercial banks. These credit agreements
currently expire  in June,  1995  and  1996, but  are  renewable
annually  by  mutual agreement  between the Trust and each bank.
Borrowings bear interest from LIBOR + 5/8% to the respective bank's
prime rate, depending  on the Trust's debt levels as defined in the
respective agreements.  At December 31, 1994, the Trust also  had $33.5
million  of additional available lines  of credit with  three commercial
banks at  rates at or  below the  respective bank's prime  rate.   The
Trust  will  seek  to  further  expand  these  credit arrangements
during 1995. At  December 31,  1994, the  Trust had  $14.15 million of
borrowings outstanding under the revolving credit facilities and no
borrowings outstanding under its lines of credit.

     At  the end  of 1994, the  apartment portion of  the Trust's
portfolio included 120 complexes having  a total of 29,282 units and
constituting 92% of the Trust's real estate owned, at cost.  During
1994, the Trust acquired 46 apartment complexes (net of one resold),
having a total of 11,368 units, a  63.5% increase in the number of units
owned.  During 1994, 1993, and 1992, apartments provided  approximately
93%,  89% and 85%  respectively, of  the Trust's rental income. The
Trust's apartments consist primarily  of upper middle to moderate income
complexes which make up the broadest segment of the  apartment market.
Management believes  that well  located apartments offer the Trust a
good combination of current income and longer term equity growth.
Although there is no known move toward rent control  in any of the
markets  in  which  the Trust  now  owns  apartments,  should rent
control legislation  be  enacted,  the Trust's  ability  to  raise
rents to  cover increases in  operating expenses might  be impaired.
While the  Trust has been largely unaffected  by announced military
cutbacks and  base closures, the effect of future defense cuts on the
Trust's region is unknown.  As the Trust  has expanded beyond Virginia
and North Carolina, it has attempted to avoid markets where the exposure
to reduced defense spending in believed to be high. The Trust has  one
property, Indian Hills  in Anniston, Alabama, which caters to  Fort
McClellan which was included in  the list of military base closings
announced by the Defense Department in February, 1995.

     Management expects  the Trust's apartment  business to continue  to
be strong during the next  two to three years. While vigorous
single-family home buying  due to low  mortgage rates,  lower required
down  payments and increased  consumer  confidence had  a  moderating
effect on  the  Trust's occupancy levels during 1993, apartment markets
in the Trust region in 1994 generally  benefitted from  the combination
of three  years of  job growth which resulted in strong growth in the
number of renter households and only modest  apartment  construction.
Management  believes  that  demand  for apartments  within the
Southeast will  remain strong  because the  Trust's apartment  occupancy
approached  95%  at  the  beginning  of  1995,  it  is anticipated  that
the Trust  will benefit more  from higher rent  growth in 1995 and 1996
than from occupancy gains.

     The  volume of new apartment construction (as measured by permits)
has been  historically low during  the past three years  both nationally
and in the Southeast.  Apartment construction  is projected to remain at
moderate levels in 1995, partly because  there will be fewer tax credit
units started and  partly because of  the higher cost  of financing.
Factors  such  as high impact fees and  increasing  material prices,
including  lumber, make new apartment  development and construction
expensive. With few new apartments coming into the  market in 1995 and a
steady job growth in the Southeast region, management expects  steady
rent growth for the properties currently owned by the Trust in 1995.

     The  Trust has increased  the number of apartments  owned by 112%
over the past two years not  only because the outlook for apartment
markets has been strong  due to job  growth and minimal  apartment
construction in  the Southeast,  but  also  because of  several  factors
that  have created  an environment conducive to making attractive
apartment acquisitions:

     -    Distressed  properties  requiring  rehabilitation  and/or
          repositioning in the market have continued to be offered for
          sale due  to financially weak owners and too  much debt.
          Prior to the 1986  Tax  Reform  Act,  many apartments  were
          over-financed  by syndication groups and limited  partnerships
          in order to maximize tax  write-offs.  With  too much  debt
          and  not enough  growth in occupancy  and  rents, these
          apartments  needed  an infusion  of capital  in  order  to be
          properly  operated  and  maintained. However, there  was  no
          incentive for  their  owners  to  invest additional  capital
          because  their  original inducement,  tax benefits, was no
          longer available. Consequently, many of  these properties were
          placed in  bankruptcy,  were taken  back by  the lender to be
          resold,  or have been  sold by the owning  syndicate and/or
          limited partnership.

     -    There has been a transfer of apartment ownership  from
          individual investors to institutional owners, primarily
          apartment REIT's and pension funds which has created an
          adequate supply of both single property and apartment
          portfolios  for sale.  To avoid  having to sell  their
          property,  some owners  have considered  taking their
          apartment portfolios public as new REIT's.  However, an
          uncertain market for  initial public offerings makes it
          difficult to pursue this  alternative  to selling.  This
          uncertainty with  initial public  offering will  continue  to
          supply the  market  with acquisition opportunities.

     These factors have led to a larger supply of apartments  on the
market for sale over  the past few years at a time  when the Trust's
cost of funds has  been  at or  near  historical lows.  The  competition
for  apartment acquisitions  has driven prices higher  over the past
few years.  However, the  Trust has  been  able  to  locate  suitable
apartment  properties  at acceptable prices  within its region.
Apartment acquisitions will continue to  play  an important  role  in
the  Trust's 1995  operation  assuming the continued supply of
apartment product and  the availability of  investment capital  at
acceptable  costs. Management  believes that  apartments will outperform
other areas of investment real estate over the long term.

    It is widely believed by those who closely follow the industry
that the next few years will be a period of consolidation for REITs.
Until a few years ago, United Dominion was the only major publicly held
REIT focusing almost exclusively on apartment investments. Since then a
number of new multifamily REITs have been formed. According to the
National Assocation of Real Estate Investment Trusts (NAREIT), there
were 34 apartment REITs as of February 28, 1995. Many of these came to
market at initial stock prices higher than their current stock price
and/or with debt involving material refinancing risks. As a result, some
of these REITs are in need of capital but are either unable to access
the capital markets or the cost of accessing additional capital is too
high. Under pressure from their institutional shareholders, these REITs
may be forced to seek to be acquired by larger, better capitalized REITs
with access to the capital markets, such as the Trust. If consolidation
occurs (and management believes that it will) then the Trust expects to
participate in the process as an acquirer of other apartment REITs when
such transactions are accretive to FFO earnings and can enhance dividend
growth and shareholder value.

     At  December  31,  1994,  commercial  properties,  primarily
shopping centers, constituted the remaining 8%  of the Trust's real
estate owned  at cost.  During 1994, 1993, and 1992, commercial
properties provided 7%, 11%, and  15%, respectively,  of  the Trust's
rental  income. The  commercial portfolio has become and will continue
to become a less material portion of the total portfolio.

     Currently, shopping  centers are overbuilt  in the  Southeast.
Additionally, major tenant changes  over the last few years  from
leveraged buy-outs, recapitalization, and bankruptcies  have made the
shopping center business more volatile. The occupancy of the Trust's
eighteen commercial properties was 83%  in 1994, however, net operating
income  increased 3% as vacancies at  larger  spaces were  offset
during the  year by  the  steady absorption of smaller tenant space at
higher rents.

     In  most of  the Trust's  markets, the  competition for  tenants
among properties  is very intense. Some competing properties  are larger
and/or newer than  the  Trust's  properties and  offer  features  for
prospective tenants not  offered by properties  owned by  the Trust. The
competitive situation of each property varies and intensifies  as
additional properties are constructed.

     The  Trust  expects to  continue  to  aggressively acquire
additional apartment  properties within the Southeast during 1995. When
it is in the market  for  new  acquisitions,  the  Trust  competes  with
numerous  other investors,  including  REITs, individuals,
partnerships, corporations, pension funds,  syndicators,  insurance
companies,  foreign investors,  and other  real  estate  entities.
Management  believes  that  the Trust,  in general, is well  positioned
in terms  of economic  and other resources  to compete effectively. Even
though  the Trust has  certain advantages  over some of its  competitors
because of its substantial  presence in the region and  its access  to
capital, some  competing investors are  larger than the Trust  in terms
of assets and  other investment  resources and  may have a competitive
advantage.

     To  date,  compliance with  Federal,  State,  and local
environmental protection  regulations  has not  had a  material  effect
upon  the capital expenditures,  earnings, or competitive  position of
the Trust. However, over  the  past  few years,  there  have  been
increasing concerns  raised regarding  the presence  of  asbestos  and
other  hazardous  materials  in existing real  estate properties.  In
response to this, on  March 1, 1991, the Trust adopted  a property
management plan for  hazardous materials.  As part of the plan, Phase I
environmental site investigation and reports have been completed  for
each  property owned  by the  Trust and not  previously inspected.  In
addition,  all proposed acquisitions are inspected  prior to
acquisition.  In general, within the Trust's region, owners of property
for sale have been  required by purchasers  to remove or  control
asbestos  and other  environmental  hazards  prior  to  the  transfer
of  the  property. Consequently,  when the  Trust sells properties  in
the  future, management anticipates that the Trust will similarly  be
required to remove or control such  hazards, if any. In some  cases, the
Trust  has abandoned otherwise economically  attractive  acquisitions
because  the costs  of  removal  or control have been prohibitive and/or
the Trust has been unwilling to accept the  potential risks  involved.
Management  believes that  thorough professional environmental
inspections and testing for  asbestos and other hazardous materials,
coupled with a conservative  posture toward accepting known  risk, the
Trust can  minimize its  exposure to  potential liability associated
with  environmental hazards.  The Trust  is not  aware of  any
environmental  hazards on or in its properties which individually or in
the aggregate may have a material adverse impact on its operations or
financial position.  To  the best of its  knowledge, the Trust is in
compliance with all applicable environmental rules and regulations.

Item 2. Properties

 The  table  below  sets  forth  a  summary  of  the Trust's portfolio of rental
 properties owned at December 31,  1994.   See also Notes 1 and 2  to  Financial
 Statements and Schedule III - Summary of Real Estate Owned.



                                                          NO. OF UNITS      LAND                    HISTORICAL
                                             YEAR          OR SQUARE       AREA IN                     COST      ENCUMBRANCES
                                           ACQUIRED          FOOTAGE        ACRES   OCCUPANCY        ($000's)      ($000's)
                                                                                                  
APARTMENTS
  2131 Apartments/Nashville, TN              1992              401          24.0       97%           $11,415        $   --
  Alafaya Woods/Orlando, FL                  1994              296          20.0       90%            10,712            --
  Alexander Glen/Charlotte, NC               1994              148          15.3       93%             7,195         5,532
  Azalea/Richmond, VA                        1984              156          11.7       93%             3,918            --
  Bay Cove/Clearwater, FL                    1992              336          22.0       93%            10,586            --
  Bayberry Commons/Portsmouth, VA            1988              192          13.6       94%             4,978            --
  Beechwood/Greensboro, NC                   1993              208          21.0       97%             7,645            --
  Braeland Commons/Columbia, MD              1992              172           8.7       99%             8,856         5,030
  Bramblewood/Goldsboro, NC                  1984              188          17.7       98%             4,427           705
  Brantley Pines/Fort Myers, FL              1994              200          20.0       98%             6,807            --
  Briar Club/Memphis, TN                     1994              272          12.0       98%             8,282            --
  Brynn Marr/Jacksonville, NC                1984              196          20.0       92%             5,204            --
  Canterbury Woods/Charlotte, NC             1985              207          19.5       91%             7,071            --
  Cedar Point/Raleigh, NC                    1985              168          16.8       98%             7,361            --
  Cinnamon Ridge/Raleigh, NC                 1989              365          19.9       97%             8,244         7,000
  Clear Run/Wilmington, NC                   1994              228          13.2       97%             9,506            --
  Cleary Court/Fort Lauderdale, FL           1994              192          10.3       87%            10,317            --
  Colonial Villa/Columbia, SC                1992              296          23.0       94%             7,131            --
  Colony of Stone Mountain/Atlanta, GA       1990              404          49.6       78%            11,445            --
  Colony Village/New Bern, NC                1984              171          12.4       97%             4,304            --
  Copperfield/Fort Lauderdale, FL            1994              352          23.4       90%            24,876            --
  Country Walk/Columbia, SC                  1991              208          17.4       89%             4,640            --
  Courthouse Green/Richmond, VA              1984              266          21.2       96%             6,627            --
  Courtney Square/Raleigh, NC                1993              200          23.0       99%             6,745            --
  The Cove at Lake Lynn/Raleigh, NC          1992              225          27.5       98%             7,526            --
  Covington Crossing/Memphis, TN             1994              231          15.4       89%             5,102            --
  Craig Manor/Salem,VA                       1987              108           5.5       95%             3,268            --
  The Creek/Wilmington, NC                   1992              198          10.0       98%             3,660         1,450
  Crescent Square/Atlanta, GA                1989              360          29.6       93%            12,055            --
  Crossroads/Columbia, SC                    1994              622          36.0       88%            15,921            --
  Dover Country Club/Dover, DE               1994              224          15.0       97%             8,433            --
  Dover Village/Orlando, FL                  1993              296          30.0       94%            10,803            --
  Eastwind/Virginia Beach, VA                1988              200          10.8       97%             6,703            --
  Eden Commons/Columbia, MD                  1992              232          12.0       95%            12,144         8,575
  Emerald Bay/Charlotte, NC                  1990              250          23.9       95%             7,283            --
  English Hills/Richmond, VA                 1991              576          39.7       92%            16,069            --
  Excalibur/Charlotte, NC                    1994              240          17.8       95%             9,785            --
  Forest Hills/Wilmington, NC                1992              279          24.0       99%             6,979         3,200
  Forestbrook/Columbia, SC                   1993              180          12.0       94%             4,342         5,000
  Foxcroft/Tampa, FL                         1993              192           8.7       90%             5,243            --
  Gable Hill/Columbia, SC                    1989              180          11.1       96%             6,820            --
  Gatewater Landing/Glen Burnie, MD          1992              264          13.0       90%             8,615            --
  Grand Oaks/Charlotte, NC                   1984              243          14.9       93%             7,100            --
  Great Oaks/Baltimore, MD                   1994              300          21.3       96%            12,064            --
  Greentree Place/Jacksonville, FL           1994              352          20.9       94%            13,044            --
  Griffin Crossing/Atlanta, GA               1994              272          20.1       93%             9,175            --
  Hampton Court/Alexandria, VA               1993              308          13.1       96%            12,501            --
  Hampton Forest/Greenville, SC              1994              130           9.4       94%             3,071            --
  Hampton Greene/Columbia, SC                1994              304          21.7       98%            11,548         8,072
  Harbour Town/Nashville, TN                 1993              185          16.5       96%             4,358            --
  Harris Pond/Charlotte, NC                  1994              170          14.0       96%             7,627         5,188
  Heather Lake/Hampton, VA                   1980              252          19.7       98%             6,004            --
  Heatherwood/Greenville, SC                 1993              152          13.0       94%             4,120            --
  Heritage Trace/Newport News, VA            1989              200          10.2       97%             4,734         3,900
  The Highlands/Charlotte, NC                1984              176          17.2       96%             4,717            --
  Holly Tree Park/Waldorf, MD                1994              144          11.0       93%             6,715            --
  Hunters Trace/Memphis, TN                  1994              192          11.7       98%             7,702         5,970
  Hunting Ridge/Greenville, SC               1994              152           9.0       92%             1,463            --
  Huntingwood/Lynchburg, VA                  1994              114          22.0       93%             3,278            --
  Indian Hills/Anniston, AL                  1994              140          10.4       96%             3,939            --
  Key Pines/Spartanburg, SC                  1992              241          20.0       96%             5,274            --
  Knolls at Newgate/Fairfax, VA              1994              144           8.4       92%             5,368            --
  The Lakes/Nashville, TN                    1993              256          44.0       93%             7,833            --
  Lake Washington Downs/Melbourne, FL        1993              312          39.3       94%             6,875            --
  Lakeside North/Orlando, FL                 1994              360          18.0       91%            12,921        12,440
  Lakewood Place/Tampa, FL                   1994              346          36.2       96%            12,436            --
  The Landing/Greenville, SC                 1994              224          24.0       92%             6,367            --
  Laurel Ridge/Roanoke, VA                   1988              216          14.7       98%             4,034         3,000
  Laurel Village/Richmond, VA                1991              159          16.3       94%             4,300            --
  The Ledges/Winston-Salem, NC               1986              239          15.0       84%             6,636            --
  Liberty Crossing/Jacksonville, NC          1990              286          21.0       96%             6,099         1,630
  Mallard Green/Charlotte, NC                1994               76           9.5       93%             3,108            --
  Marina Park/Miami, FL                      1994               88           1.5       90%             3,200            --
  Meadow Run/Richmond, VA                    1984              204          23.2       96%             5,193            --
  Meadowdale Lakes/Richmond, VA              1984              516          55.9       96%            11,046         1,156
  Mediterranean Village/Miami, FL            1994              252           8.6       85%            14,049            --
  The Melrose/Dumfries, VA                   1985              370          24.7       96%             8,202         5,312
  Mill Creek/Atlanta, GA                     1988              224          16.7       93%             7,846            --
  Mill Creek/Wilmington, NC                  1991              184          17.8       99%             5,878            --
  Northview/Salem, VA                        1978              132           6.2       98%             1,937            --
  Olde West Village/Richmond, VA           1984/91             502          42.2       91%            15,657         3,929
  Orange Orlando, Orlando, FL                1993              165          13.7       94%             4,335            --
  Overlook/Greenville, SC                    1994              237          12.0       88%             6,021            --



Item 2. Properties (continued)
December 31, 1994



                                                           NO. OF UNITS      LAND                   HISTORICAL
                                             YEAR           OR SQUARE      AREA IN                     COST        ENCUMBRANCE
                                           ACQUIRED          FOOTAGE        ACRES   OCCUPANCY        ($000's)        ($000's)
                                                                                                  
APARTMENTS (CONTINUED):
  Palm Grove/Tampa, FL                       1994              244          13.5       90%             6,116            --
  The Park/Columbia, SC                      1994              292          13.6       91%             6,613            --
  Park Green/Raleigh, NC                     1991              200          11.1       100%            5,615            --
  Parkwood Court/Alexandria, VA              1993              189           5.5       93%             7,117         6,200
  Patriot Place/Florence, SC                 1985              168           9.1       99%             6,297         2,200
  Peppertree/Charlotte, NC                   1993              292          15.0       95%             9,366            --
  Pinebrook/Clearwater, FL                   1993              209          17.3       93%             5,618            --
  Plum Chase/Columbia, SC                    1991              300          22.2       92%             8,300         7,000
  Regatta Shores/Orlando, FL                 1994              256          12.8       81%             7,443            --
  River Place/Macon, GA                      1994              240          20.0       88%             8,926            --
  River Road/Ettrick, VA                     1981              128          17.0       99%             2,673            --
  Riverwind/Spartanburg, SC                  1993              194          20.8       95%             7,398            --
  Rollingwood/Richmond, VA                   1984              278          22.2       92%             7,662         2,567
  Royal Oaks/Savannah, GA                    1994              228          15.0       88%            11,354         6,472
  Santa Barbara Landing/Naples, FL           1994              248          41.6       87%             9,205         5,080
  The Shire/Raleigh, NC                      1994              302          36.6       97%            14,017            --
  Somerset/Charleston, SC                    1994              240          17.2       77%             4,155            --
  St. Andrews/Columbia, SC                   1994              232          16.9       94%             7,875            --
  St. Andrews Commons/Columbia, SC           1993              336          25.0       97%            11,163            --
  Spring Forest/Raleigh, NC                  1991              404          42.4       97%            11,455            --
  Stanford Village/Atlanta, GA               1989              135          13.6       98%             4,180            --
  Summit-On-Park/Charlotte, NC               1984               80           2.8       90%             2,119            --
  Summit West/Tampa, FL                      1992              264          25.0       98%             7,963            --
  Three Fountains/Montgomery, AL             1994              242          16.0       89%             8,910            --
  Timbercreek/Richmond, VA                   1983              160          14.7       92%             3,496            --
  Towne Square/Hopewell, VA                  1985               76           3.4       98%             1,783         1,246
  Twin Coves/Baltimore, MD                   1994              132           9.0       94%             3,850         3,790
  Twin Rivers/Hopewell, VA                   1982              149          10.0       96%             2,155            --
  Village at Old Tampa Bay/Oldsmar, FL       1993              408          55.0       83%            13,026            --
  Vinyards/Orlando, FL                       1994              400          34.1       70%            13,425        11,250
  Walnut Creek/Raleigh, NC                   1994              576          82.6       99%            25,141            --
  Waterford/Columbia, SC                     1994              268          16.8       95%             7,927            --
  West Knoll/Newark, DE                      1994              100           3.9       95%             3,995            --
  Windsor Harbor/Charlotte, NC               1989              200          25.7       90%             6,265            --
  Woodland Hollow/Charlotte, NC              1986              252          17.7       88%             7,519         3,300
  Woodscape/Newport News, VA                 1987              296          21.2       96%             9,730            --
  Woodside/Baltimore, MD                     1994              366          28.0       93%            12,088        13,790


SHOPPING CENTERS
  Circle/Richmond, VA                        1973          203,000          17.2       82%             4,210            --
  Cumberland Square/Dunn, NC                 1986          115,000          17.9       39%(1)          2,263            --
  Deerfield Plaza/Myrtle Beach, SC           1984           84,000           9.5       97%             3,668            --
  Glen Lea/Richmond, VA                      1983           79,000           9.3       100%            3,797         2,438
  Gloucester Exchange/Gloucester, VA         1987          104,000          14.2       49%(2)          3,371            --
  Hanover Village/Richmond, VA               1986           97,000          27.7       100%            7,393            --
  Kroger Sav-On/Waynesboro, VA               1980           49,000           3.9       96%             1,748            --
  Laburnum Park/Richmond, VA                 1990           71,000           9.3       89%             6,857            --
  Laburnum Square/Richmond, VA               1981           99,000          12.3       97%             4,957         1,599
  Meadowdale/Richmond, VA                    1984          172,000          19.6       97%             6,073           886
  Rose Manor/Smithfield, NC                  1986          110,000          15.1       67%(3)          1,390            --
  The Village/Durham, NC                     1986          212,000          21.6       85%             8,250            --
  Village Square/Myrtle Beach, SC            1988          182,000          16.8       86%            11,209            --
  Willow Oaks/Hampton, VA                    1984          188,000          25.3       78%             9,051         3,540

OFFICE AND INDUSTRIAL BUILDINGS
  Franklin St./Richmond, VA                  1986            7,000           0.1      100%               426            --
  Meadowdale Offices/Richmond, VA            1984           11,000           4.8       64%(4)            990            --
  Statesman Park/Roanoke, VA                 1975           60,000           5.2       67%(5)            749            --
  Tri-County Buildings/Bristol, TN           1981          143,000          12.7      100%             2,439            --

(1) Two anchor tenants occupying more than 60,000 square feet at this
    center filed for bankruptcy in 1993. Subsequently, 56,000 square
    feet has been leased.

(2) An achor tenant occupying more than 53,000 square feet at this center
    filed for bankruptcy in 1993.

(3) An anchor tenant occupying more than 34,800 square feet vacated in May
    1992. This property was sold in February 1995.

(4) The Trust has experienced vacancies at this property over the past
    several years and has not leased the vacant space.

(5) Building was vacated by anchor tenant on 1993.






Item 3.   Legal proceedings

     None

Item 4.   Submission of matters to a vote of security holders

     No matters were submitted to a vote of the Trust's shareholders
during the last quarter of its fiscal year ended December 31, 1994.

Executive Officers of the Registrant

     The  executive officers  of the  Trust, listed  below, serve  in
their respective capacities for  approximate one  year terms and  are
subject  to re-election annually by  the Board of  Directors, normally
in May of  each year.




Name                     Age               Office                                   Since
                                                                           
John P. McCann           50                President and Chief                      1974
                                            Executive Officer

James Dolphin            45                Senior Vice President                    1979
                                            and Chief Financial Officer

Barry M. Kornblau        45                Senior Vice President and                1991
                                            Director of Apartment
                                            Operations

Richard B. Chess         41                Vice President and Director              1987
                                            of Acquisitions

Richard A. Giannotti     39                Vice President and Director              1985
                                            of Construction

Katheryn E. Surface      36                Vice President, Corporate Secretary      1992
                                             and General Counsel

Jerry A. Davis           32                Vice President and Corporate Controller  1989


     Mr.  McCann, a Director, has  been the Trust's  managing officer
since 1974, serving as its President since 1979, its Secretary from 1974
to 1980, and its Treasurer from 1982 to 1985.

     Mr. Dolphin, a Director, was first  employed by the Trust in May,
1979 as Controller and served as Corporate Secretary from 1980 to
January, 1994. He was elected Vice President of Finance in 1985 and
Senior Vice President in 1987.  Prior  to joining the Trust,  Mr.
Dolphin was employed by  Arthur Young and Company, Certified Public
Accountants.

     Mr.  Kornblau, a  Director, joined  the Trust  in 1991 as  Senior
Vice President and Director of Apartment Operations.  From 1985 through
1990, he was  President and  Chief Executive  Officer of  Summit Realty
Group, Inc. which managed the Trust's apartment properties during that
period.  He is a licensed real estate broker and a C.P.M.

     Mr.  Chess  joined  the   Trust  in  October,  1987  as   Director
of Acquisitions.  He was  elected Assistant  Vice President  in 1988
and Vice President in 1989.  From 1984 to 1987 he was employed by
Manufacturers Life Insurance  Company  as  Senior Analyst  -  Real
Estate  Syndications.   He previously served in the  Pennsylvania
General Assembly and is  admitted to the practice of law in Virginia and
Pennsylvania.

     Mr.  Giannotti  joined  the  Trust  as  Director  of  Development
and Construction in September, 1985.   He was elected Assistant  Vice
President in 1988  and Vice President  in 1989.   Prior to  joining the
Trust  he was employed  as  Project Manager  by  Vaughan  Associates,
Architects  and  by Beckstoffer  and Associates, Architects, both of
Richmond, Virginia.  He is a registered architect.

     Ms. Surface  joined the Trust in 1992  as Assistant Vice President
and Legal  Counsel and in 1994 was elected General Counsel, Corporate
Secretary and Vice President.   From 1986 to  1992, she was an attorney
with the law firm of Hunton and Williams, the Trust's outside counsel.

     Mr.  Davis joined  the  Trust in  March,  1989 as  Controller and
was subsequently  elected Assistant  Secretary.   In 1991  he was
elected Vice President.   From 1986 to 1989, he  was employed by Crestar
Bank, Richmond, Virginia, as an officer  and financial analyst.  He was
previously employed by  Arthur  Young  &   Company,  Certified  Public
Accountants,  Richmond, Virginia.  He is a certified public accountant.

                                  Part II

Item 5.    Market  for registrant's common  equity and  related stockholder
           matters

     Incorporated  herein  by reference  from  the  captions "Common
Stock Price" and "Shareholders" appearing on the inside back cover of
the Trust's 1994 Annual  Report  to Shareholders.   Information
regarding the  Trust's dividend policy is included in Item 7.

Item 6.   Selected financial data

     Incorporated herein by reference  from the caption "Selected
Financial Information" appearing  on page 21  of the  Trust's 1994
Annual Report  to Shareholders.

Item  7.   Management's discussion and  analysis of financial condition and
           results of operations.

     Incorporated  herein  by  reference  from  the  caption
"Management's Discussion of Financial  Condition and  Operations"
appearing  on pages  22 through 24 of  the Trust's 1994 Annual Report to
Shareholders, exclusive of graphs and related captions appearing
therein.

Item 8.  Financial statements and supplementary data

     The Trust's consolidated financial statements at December 31, 1994
and 1993 and for each of the three years in the period ended December
31, 1994, and  the independent  auditor's report  thereon and  the
Trust's  unaudited quarterly  financial data for the  two-year period
ended  December 31, 1994 are  incorporated  herein by  reference  from
pages  25  through 36  of the Trust's 1994 Annual Report to
Shareholders.

Item 9.   Changes in and  disagreements with accountants on  accounting and
          financial disclosure
     None

                                  Part III


Item 10.  Directors and executive officers of the registrant

     Incorporated  herein by  reference from  the Trust's  definitive
proxy statement to be filed with respect to its Annual Meeting of
Shareholders to be held on May 2, 1995.

     Information required by this item regarding the executive officers
of the Trust is included in  Part I of this Form 10-K in  the section
entitled "Executive Officers of the Registrant".

Item 11.  Executive compensation

     Incorporated  herein by  reference from  the Trust's  definitive
proxy statement to be filed with respect to its Annual Meeting of
Shareholders to be held on May 2, 1995.


Item 12.  Security ownership of certain beneficial owners and management

     Incorporated  herein by  reference from  the Trust's  definitive
proxy statement to be filed with respect to its Annual Meeting of
Shareholders to be held on May 2, 1995.

Item 13.  Certain relationships and related transactions

     Incorporated  herein by  reference from  the Trust's  definitive
proxy statement to be filed with respect to its Annual Meeting of
Shareholders to be held on May 2, 1995.


                                  Part IV

Item 14.  Exhibits, financial statement schedules, and reports on Form 8-K

(a)  The following  documents are filed  as a part  of this report  and are
     hereby incorporated by reference:


                                                                             Page Numbers

                                                                Annual Report to        Form
                                                                  Shareholders          10-K
                                                                                  
      1. Financial Statements:

      Report of Ernst & Young LLP, Independent Auditors                  25

      Consolidated Balance Sheets at December 31, 1994
      and 1993                                                           26

      Consolidated Statements of Operations for each of
      the three years in the period ended December 31, 1994              27

      Consolidated Statements of Shareholders' Equity for
      each of the three years in the period ended
      December 31, 1994                                                  29

      Consolidated Statements of Cash Flows for each of
      the three years in the period ended December 31, 1994              28

      Notes to financial statements                                 30 through 36

      Supplementary information - Quarterly
      financial data (unaudited)                                         36



      2. Financial Statement Schedules

      Schedule II - Valuation and Qualifying Accounts                    22

      Schedule III - Summary of Real Estate Owned                      23 - 25

     All other schedules  are omitted since the required
     information is not present  or is not present in amounts
     sufficient to require submission of the schedule, or
     because  the information required is included in the
     financial statements and notes thereto.

     3. Exhibits

     The exhibits listed on the accompanying exhibit index
     are filed as part of this annual report. See pages 18 - 20.

     (b)  Reports on Form 8-K

               (i)  A  Form 8-K dated October  14, 1994 was  filed with the
                    Securities  and Exchange Commission on October 31, 1994
                    and amended  by a Form  8-K/A dated December  29, 1994.
                    The   filing  reported   the  acquisition   of  certain
                    properties  which in  the aggregate  were deemed  to be
                    significant.  The financial  statements filed as a part
                    of this  report are statements of  rental operations of
                    Copperfield    Apartments,    Mediterranean     Village
                    Apartments, Briar Club  Apartments, Covington  Crossing
                    Apartments and Hunters Trace Apartments.


                     UNITED DOMINION REALTY TRUST, INC.

                               EXHIBIT INDEX

                                Item 14 (a)


     References to pages  under the caption "Location"  are to
sequentially numbered pages  of  the manually  signed original  of this
Form 10-K,  and references to  exhibits, forms, or other filings
indicate that the form or other filing  has been  filed, that  the
indexed exhibit  and the  exhibit referred to are the same  and that the
exhibit referred to  is incorporated by reference.

Exhibit          Description                                Location



                                                      
3(a)(i)          Restated Articles of Incorporation         Exhibit  3 to  the Trust's
                                                            Quarterly Report on Form 10-Q
                                                            for the quarter ended June 30,
                                                            1992

3(a)(ii)         Amendment of Restated Articles             Exhibit 6(a)(l) to the Trust's Form 8-A
                 of Incorporation                           Registration Statement

3(b)             By-Laws                                    Exhibit  4(c) to  the Trust's
                                                            Form S-3  Registration Statement (Registration
                                                            No. 33-44743) filed with the Commission on
                                                            December 31, 1991

4(i)             Specimen Common Stock                      Exhibit 4(i) to the Trust's Annual Report
                 Certificate                                on Form 10-K for the year ended December
                                                            31, 1993

4(ii)(a)         Loan Agreement dated as of                 Exhibit 6(c)(l) to the Trust's Form 8-A
                 November 7, 1991, between the              Registration Statement
                 Trust and Aid Association for
                 Lutherans

4(ii)(b)         Loan Agreement dated as of                 Exhibit 6(c)(2) to the Trust's Form 8-A
                 November 14, 1991, between the             Registration Statement
                 Trust and Signet Bank/Virginia

4(ii)(c)         Note Purchase Agreement dated              Exhibit 6(c)(3) to the Trust's Form 8-A
                 as February 19, 1992, between              Registration Statement
                 the Trust and Principal Mutual
                 Life Insurance Company

4(ii)(e)         Note Purchase Agreement dated              Exhibit 6(c)(5) to the Trust's Form 8-A
                 as of January 15, 1993, between            Registration Statement
                 the Trust and CIGNA Property
                 and Casualty Insurance Company,
                 Connecticut General Life Insurance
                 Company, Connecticut General Life
                 Insurance Company, on behalf of
                 one or more separate accounts,
                 Insurance Company of North
                 America, Principal Mutual Life
                 Insurance Company and Aid
                 Association for Lutherans

4(ii)(f)(1)      Indenture dated as of April 1, 1994,       Exhibit 4(ii)(f)(1) to the Trust's
                 between the Trust and NationsBank          Quarterly Report on Form 10-Q for
                 of Virginia, N.A., as Trustee              the quarter ended March 31, 1994

4(ii)(f)(2)      Resolution of the Board of Directors       Exhibit 4(ii)(f)(2) to the Trust's
                 of the Trust establishing terms of         Quarterly Report on Form 10-Q for
                 7 1/4% Notes due April 1, 1999             the quarter ended March 31, 1994

4(ii)(f)(3)      Form of 7 1/4% Notes due                   Exhibit 4(ii)(f)(3) to the Trust's
                 April 1, 1999                              Quarterly Report on Form 10-Q for
                                                            the quarter ended March 31, 1994

4(ii)(f)(4)      Resolution of the Board of                 Exhibit 4 (ii)(f)(4) to the Trust's
                 the Trust establishing terms of            Quarterly Report on Form 10-Q for
                 the 8 1/2% Debentures due September        the quarter ended September 30, 1994
                 15, 2024

4(ii)(f)(5)      Form of 8 1/2% Debentures                  Exhibit 4 (ii)(f)(5) to the Trust's
                 due September 15, 2024                     Quarterly Report on Form 10-Q for
                                                            the quarter ended September 30, 1994

4(ii)(g)         Credit Agreement dated as of               Exhibit 6 (c)(6) to the Trust's
                 December 15, 1994 between the              Form 8-A Registration Statement
                 Trust and First Union National Bank
                 of Virginia


         The Trust agrees to  furnish to the Commission on  request a
copy of any  instrument with respect to long-term  debt of the Trust or
its subsidiary the total amount of  securities authorized under which
does not  exceed 10% of  the total assets of the Trust.



                                                      
10(i)            Employment Agreement between               Exhibit 10(v)(i)to Form 10-K for
                 the Trust and John P. McCann               the year ended December 31, 1982.
                 dated October 29, 1982

10(ii)           Employment Agreement between               Exhibit 10(v)(ii) to Form 10-K for
                 the Trust and James Dolphin,               the year ended December 31, 1982.
                 dated October 29, 1982.


10(iii)          Employment Agreement between               Exhibit 10(iii) to Form 10-K for the year
                 The Trust and Barry M. Kornblau,           December 31, 1990.
                 dated January 1, 1991.

10(iv)           1985 Stock Option Plan,                    Exhibit B to the Trust's definitive proxy
                 as amended                                 statement dated April 13, 1992.

10(v)            1991 Stock Purchase and Loan               Exhibit 10(v) to Form 10-K for the year
                 Plan                                       ended December 31, 1991.

13               Proofs of those pages of the 1994          Exhibit 13 to this Form 10-K
                 Annual Report to Shareholders              included herein
                 that includes information
                 incorporated by reference into
                 this Form 10-K



              
21               The Trust has the following subsidiaries, all of which are wholly owned:
                 The Commons of Columbia, a Maryland corporation
                 UDRT of North Carolina, L.L.C., a North Carolina limited liability company
                 UDRT of Alabama, Inc., an Alabama corporation



23               Consent of Independent            Page 44
                 Auditors


                     ITEM 14(a)(1) and (2), (c) and (d)

           FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                              CERTAIN EXHIBITS

                       FINANCIAL STATEMENT SCHEDULES

                        YEAR ENDED DECEMBER 31, 1994

                     UNITED DOMINION REALTY TRUST, INC.

                             RICHMOND, VIRGINIA


Schedule II

                                     UNITED DOMINION REALTY TRUST, INC.
                                     VALUATION AND QUALIFYING ACCOUNTS
                                 For the years ended December 31, 1994 and 1993

                                                             Charged to
                                   Balance at    Charged to    Other
                                   Beginning     Costs and    Accounts   Deductions    Balance at End
           Description             of Period      Expenses    Describe    Describe     of Period
                                                                        
Year ended December 31, 1994:
Allowance for possible investment  $1,564,000        - -        - -         - -           $1,564,000 (1)


Year ended December 31, 1993:
Allowance for possible investment  $1,564,000        - -        - -         - -           $1,564,000 (1)



(1) The balance is netted against the cost of real estate owned on the balance
sheet


SCHEDULE III.
Summary of Real Estate Owned



                                                                                   Cost of
                                                                                       Improvements
                                                                                        Capitalized       Gross Amount at Which
                                                            Initial Cost to Trust       Subsequent to    Carried at Close of Period
                                                           Land and      Buildings      Acquisition       Land and      Buildings
                                                             Land           and          (Net of            Land           and
                                           Encumbrances  Improvements  Improvements     Disposals)      Improvements  Improvements
                                                                                                   
Apartments:
  2131 Apartments/Nashville, TN           $         --  $    869,860  $   9,155,185    $   1,390,014   $  1,014,095  $  10,400,964
  Alafaya Woods/Orlando, FL                         --     1,653,000      9,042,256           16,478      1,653,000      9,058,734
  Alexander Glen/Charlotte, NC               5,531,960       698,860      6,488,061            7,625        698,860      6,495,686
  Azalea/Richmond, VA                               --       272,522      2,721,686          924,076        399,136      3,519,148
  Bay Cove/Clearwater, FL                           --     2,928,847      6,578,257        1,079,187      3,087,150      7,499,141
  Bayberry Commons/Portsmouth, VA                   --       516,800      3,485,645          975,281        692,456      4,285,270
  Beechwood/Greensboro, NC                          --     1,409,377      6,086,677          148,993      1,499,630      6,145,417
  Braeland Commons/Columbia, MD              5,030,000     1,564,942      7,006,574          284,927      1,611,272      7,245,171
  Bramblewood/Goldsboro, NC                    705,117       401,538      3,150,912          874,940        495,695      3,931,695
  Brantley Pines/Fort Myers, FL                     --       841,400      5,914,766           50,670        849,500      5,957,336
  Briar Club/Memphis, TN                            --     1,214,400      6,928,959          138,966      1,214,400      7,067,925
  Brynn Marr/Jacksonville, NC                       --       432,974      3,821,508          949,440        524,988      4,678,934
  Canterbury Woods/Charlotte, NC                    --       409,675      5,011,435        1,649,712        542,788      6,528,034
  Cedar Point/Raleigh, NC                           --        75,400      4,514,435        2,770,827        228,439      7,132,223
  Cinnamon Ridge/Raleigh, NC                 7,000,000       967,230      3,337,197        3,939,471      1,262,601      6,981,297
  Clear Run/Wilmington, NC                          --       874,830      8,586,978           43,867        884,888      8,620,787
  Cleary Court/Fort Lauderdale, FL                  --     2,399,848      7,913,450            4,000      2,399,848      7,917,450
  Colonial Villa/Columbia, SC                       --     1,014,181      5,100,269        1,016,219      1,362,684      5,767,985
  Colony of Stone Mountain/Atlanta, GA              --     3,160,000      5,641,646        2,643,059      3,865,093      7,579,612
  Colony Village/New Bern, NC                       --       346,330      3,036,956          920,967        456,362      3,847,891
  Copperfield/Fort Lauderdale, FL                   --     4,424,128     20,428,969           23,196      4,431,528     20,444,765
  Country Walk/Columbia, SC                         --       422,112      3,133,623        1,084,567        629,483      4,010,819
  Courthouse Green/Richmond, VA                     --       732,050      4,702,353        1,192,507        911,317      5,715,593
  Courtney Square/Raleigh, NC                       --     1,114,600      5,119,259          511,506      1,207,588      5,537,777
  The Cove at Lake Lynn/Raleigh, NC                 --     1,723,363      5,303,760          498,564      1,850,093      5,675,594
  Covington Crossing/Memphis, TN                    --     1,296,240      3,792,590           13,185      1,296,240      3,805,775
  Craig Manor/Salem,VA                              --       282,200      2,419,570          565,977        342,063      2,925,684
  The Creek/Wilmington, NC                   1,450,000       417,500      2,506,206          735,981        456,598      3,203,089
  Crescent Square/Atlanta, GA                       --     1,057,000      6,865,036        4,132,899      1,329,602     10,725,333
  Crossroads/Columbia, SC                           --     2,074,800     13,710,803          135,221      2,080,800     13,840,024
  Dover Country Club/Dover, DE                      --     2,007,878      6,347,331           77,633      2,007,878      6,424,964
  Dover Village/Orlando, FL                         --     2,894,702      6,456,100        1,452,031      3,088,821      7,714,012
  Eastwind/Virginia Beach, VA                       --       155,000      5,316,738        1,231,435        291,688      6,411,485
  Eden Commons/Columbia, MD                  8,575,000     2,361,167      9,384,170          398,201      2,420,231      9,723,308
  Emerald Bay/Charlotte, NC                         --       626,070      4,722,862        1,934,195      1,122,575      6,160,552
  English Hills/Richmond, VA                        --     1,979,174     11,524,313        2,565,125      2,423,754     13,644,858
  Excalibur/Charlotte, NC                           --     1,115,261      8,629,877           39,781      1,115,261      8,669,658
  Forest Hills/Wilmington, NC                3,200,000     1,028,000      5,420,478          530,550      1,134,232      5,844,796
  Forestbrook/Columbia, SC                   5,000,000       395,516      2,902,040        1,044,460        530,969      3,811,047
  Foxcroft/Tampa, FL                                --       749,400      3,927,644          566,442        912,892      4,330,594
  Gable Hill/Columbia, SC                           --       824,847      5,307,194          687,970      1,044,829      5,775,182
  Gatewater Landing/Glen Burnie, MD                 --     2,078,422      6,084,526          452,082      2,096,203      6,518,827
  Grand Oaks/Charlotte, NC                          --       446,075      4,463,344        2,190,620        788,490      6,311,549
  Great Oaks/Baltimore, MD                          --     2,919,481      9,075,956           68,191      2,922,981      9,140,647
  Greentree Place/Jacksonville, FL                  --     1,634,330     11,226,990          182,805      1,659,506     11,384,619
  Griffin Crossing/Atlanta, GA                      --     1,509,633      7,544,018          121,333      1,520,505      7,654,479
  Hampton Court/Alexandria, VA                      --     7,388,420      4,811,937          301,052      7,501,319      5,000,090
  Hampton Forest/Greenville, SC                     --       454,140      2,578,103           38,522        463,455      2,607,310
  Hamtpon Greene/Columbia, SC                8,071,850     1,363,046     10,118,453           66,183      1,370,413     10,177,269
  Harbour Town/Nashville, TN                        --       572,567      3,522,092          262,983        679,784      3,677,858
  Harris Pond/Charlotte, NC                  5,188,360       886,788      6,714,647           25,498        886,788      6,740,145
  Heather Lake/Hampton, VA                          --       616,800      3,400,672        1,986,142        781,743      5,221,871
  Heatherwood/Greenville, SC                        --       354,566      3,234,105          531,278        425,922      3,694,027
  Heritage Trace/Newport News, VA            3,900,000       880,000      2,312,285        1,541,227      1,149,766      3,583,746
  The Highlands/Charlotte, NC                       --       321,400      2,830,346        1,565,087        523,268      4,193,565
  Holly Tree Park/Waldorf, MD                       --     1,576,366      5,095,323           43,430      1,578,731      5,136,388
  Hunters Trace/Memphis, TN                  5,970,000       888,440      6,676,552          136,608        888,440      6,813,160
  Hunting Ridge/Greenville, SC                      --       449,500        984,882           28,264        455,225      1,007,421
  Huntingwood/Lynchburg, VA                         --       723,650      2,527,535           26,653        723,650      2,554,188
  Indian Hills/Anniston, AL                         --       338,335      3,575,585           24,851        338,335      3,600,436



                                                                                                           Depreciable
                                                                                                             Life of
                                                  Total        Accumulated      Date of          Date         Building
                                                   (a)        Depreciation   Construction     Acquired      Component
                                                                                              
Apartments:
  2131 Apartments/Nashville, TN               $ 11,415,059  $     671,297        1972         12/16/92       35 yrs.
  Alafaya Woods/Orlando, FL                     10,711,734         41,599      1988/90        10/21/94       35 yrs.
  Alexander Glen/Charlotte, NC                   7,194,546         83,051        1989         08/16/94       35 yrs.
  Azalea/Richmond, VA                            3,918,284      1,486,349        1967         12/31/84       35 yrs.
  Bay Cove/Clearwater, FL                       10,586,291        576,571        1972         12/16/92       35 yrs.
  Bayberry Commons/Portsmouth, VA                4,977,726      1,398,448      1973/74        04/07/88       35 yrs.
  Beechwood/Greensboro, NC                       7,645,047        246,260        1985         12/22/93       35 yrs.
  Braeland Commons/Columbia, MD                  8,856,443        537,256        1983         12/29/92       35 yrs.
  Bramblewood/Goldsboro, NC                      4,427,390      1,595,052      1980/82        12/31/84       35 yrs.
  Brantley Pines/Fort Myers, FL                  6,806,836         84,668        1986         08/11/94       35 yrs.
  Briar Club/Memphis, TN                         8,282,325         53,875        1987         10/14/94       35 yrs.
  Brynn Marr/Jacksonville, NC                    5,203,922      1,904,231      1973/77        12/31/84       35 yrs.
  Canterbury Woods/Charlotte, NC                 7,070,822      2,378,140      1968/70        12/18/85       35 yrs.
  Cedar Point/Raleigh, NC                        7,360,662      3,119,137        1972         12/18/85       35 yrs.
  Cinnamon Ridge/Raleigh, NC                     8,243,898      2,214,030      1968/70        12/01/89       35 yrs.
  Clear Run/Wilmington, NC                       9,505,675        130,814      1987/89        07/22/94       35 yrs.
  Cleary Court/Fort Lauderdale, FL              10,317,298         22,342      1984/85        11/30/94       35 yrs.
  Colonial Villa/Columbia, SC                    7,130,669        514,082        1974         09/16/92       35 yrs.
  Colony of Stone Mountain/Atlanta, GA          11,444,705      2,047,984      1970/72        06/12/90       35 yrs.
  Colony Village/New Bern, NC                    4,304,253      1,650,050      1972/74        12/31/84       35 yrs.
  Copperfield/Fort Lauderdale, FL               24,876,293        170,489        1991         09/21/94       35 yrs.
  Country Walk/Columbia, SC                      4,640,302        636,082        1974         12/19/91       35 yrs.
  Courthouse Green/Richmond, VA                  6,626,910      2,332,971      1974/78        12/31/84       35 yrs.
  Courtney Square/Raleigh, NC                    6,745,365        307,361      1979/81        07/08/93       35 yrs.
  The Cove at Lake Lynn/Raleigh, NC              7,525,687        536,304        1986         12/01/92       35 yrs.
  Covington Crossing/Memphis, TN                 5,102,015         32,910        1974         10/14/94       35 yrs.
  Craig Manor/Salem,VA                           3,267,747        884,870        1975         11/06/87       35 yrs.
  The Creek/Wilmington, NC                       3,659,687        360,160        1973         06/30/92       35 yrs.
  Crescent Square/Atlanta, GA                   12,054,935      2,754,988        1970         03/22/89       35 yrs.
  Crossroads/Columbia, SC                       15,920,824        255,043      1977/84        07/01/94       35 yrs.
  Dover Country Club/Dover, DE                   8,432,842        110,649        1970         07/01/94       35 yrs.
  Dover Village/Orlando, FL                     10,802,833        533,974        1981         03/31/93       35 yrs.
  Eastwind/Virginia Beach, VA                    6,703,173      1,933,914        1970         04/04/88       35 yrs.
  Eden Commons/Columbia, MD                     12,143,539        736,379        1984         12/29/92       35 yrs.
  Emerald Bay/Charlotte, NC                      7,283,127      1,643,744        1972         02/06/90       35 yrs.
  English Hills/Richmond, VA                    16,068,612      1,952,962      1969/76        12/06/91       35 yrs.
  Excalibur/Charlotte, NC                        9,784,919        151,877        1987         07/01/94       35 yrs.
  Forest Hills/Wilmington, NC                    6,979,028        563,101      1964/69        06/30/92       35 yrs.
  Forestbrook/Columbia, SC                       4,342,016        235,756        1974         07/01/93       35 yrs.
  Foxcroft/Tampa, FL                             5,243,486        337,216        1972         01/28/93       35 yrs.
  Gable Hill/Columbia, SC                        6,820,011      1,262,300        1985         12/04/89       35 yrs.
  Gatewater Landing/Glen Burnie, MD              8,615,030        507,231        1970         12/16/92       35 yrs.
  Grand Oaks/Charlotte, NC                       7,100,039      2,813,353      1966/67        05/01/84       35 yrs.
  Great Oaks/Baltimore, MD                      12,063,628        165,850        1974         07/01/94       35 yrs.
  Greentree Place/Jacksonville, FL              13,044,125        148,366        1986         07/22/94       35 yrs.
  Griffin Crossing/Griffin, GA                   9,174,984        173,724      1987/89        06/08/94       35 yrs.
  Hampton Court/Alexandria, VA                  12,501,409        396,786        1967         02/19/93       35 yrs.
  Hampton Forest/Greenville, SC                  3,070,765         37,815        1968         08/16/94       35 yrs.
  Hamtpon Greene/Columbia, SC                   11,547,682        129,506        1990         08/19/94       35 yrs.
  Harbour Town/Nashville, TN                     4,357,642        159,745        1974         12/10/93       35 yrs.
  Harris Pond/Charlotte, NC                      7,626,933        116,368        1987         07/01/94       35 yrs.
  Heather Lake/Hampton, VA                       6,003,614      3,043,689      1972/74        03/01/80       35 yrs.
  Heatherwood/Greenville, SC                     4,119,949        187,521        1978         09/30/93       35 yrs.
  Heritage Trace/Newport News, VA                4,733,512      1,262,942        1973         06/30/89       35 yrs.
  The Highlands/Charlotte, NC                    4,716,833      2,117,018        1970         01/17/84       35 yrs.
  Holly Tree Park/Waldorf, MD                    6,715,119         90,344        1973         07/01/94       35 yrs.
  Hunters Trace/Memphis, TN                      7,701,600         49,206        1986         10/14/94       35 yrs.
  Hunting Ridge/Greenville, SC                   1,462,646         11,509        1972         11/01/94       35 yrs.
  Huntingwood/Lynchburg, VA                      3,277,838         50,925        1976         07/01/94       35 yrs.
  Indian Hills/Anniston, AL                      3,938,771         66,110        1975         07/01/94       35 yrs.


SCHEDULE III.
Summary of Real Estate Owned (continued)

                                                                                          Cost of
                                                                                       Improvements
                                                                                        Capitalized         Gross Amount at Which
                                                                      Initial Cost to  Subsequent to     Carried at Close of Period
                                                           Land and      Buildings      Acquisition       Land and      Buildings
                                                             Land           and          (Net of            Land           and
                                           Encumbrances  Improvements  Improvements     Disposals)      Improvements  Improvements
                                                                                                   
Apartments (continued):
  Key Pines/Spartanburg, SC               $         --  $    601,693  $   3,773,304  $       898,673   $    693,916  $   4,579,754
  Knolls at Newgate/Fairfax, VA                     --     1,725,725      3,518,741          123,595      1,732,925      3,635,136
  The Lakes/Nashville, TN                           --     1,285,657      5,980,197          566,860      1,405,520      6,427,194
  Lake Washington Downs/Melbourne, FL               --     1,434,450      4,940,166          500,784      1,566,481      5,308,919
  Lakeside North/Orlando, FL                12,440,000     1,532,700     11,076,062          311,983      1,572,018     11,348,727
  Lakewood Place/Tampa, FL                          --     1,395,051     10,647,377          394,003      1,492,758     10,943,673
  The Landing/Greenville, SC                        --       685,000      5,622,454           59,471        694,150      5,672,775
  Laurel Ridge/Roanoke, VA                   3,000,000       445,400      2,531,357        1,057,196        648,390      3,385,563
  Laurel Village/Richmond, VA                       --       694,281      3,119,716          485,597        775,036      3,524,558
  The Ledges/Winston-Salem, NC                      --       492,283      1,561,947        4,582,132      1,108,507      5,527,855
  Liberty Crossing/Jacksonville, NC          1,629,756       840,000      3,873,139        1,385,454      1,096,050      5,002,543
  Mallard Green/Charlotte, NC                       --       329,300      2,766,436           11,802        329,300      2,778,238
  Marina Park/Miami, FL                             --       536,850      2,652,851           10,363        536,850      2,663,214
  Meadow Run/Richmond, VA                           --       636,059      3,423,884        1,132,774        834,395      4,358,322
  Meadowdale Lakes/Richmond, VA              1,156,344     1,581,671      6,717,237        2,746,836      2,149,959      8,895,785
  Mediterranean Village/Miami, FL                   --     2,064,788     11,939,113           44,929      2,064,788     11,984,042
  The Melrose/Dumfries, VA                   5,312,182       662,000      3,705,404        3,837,259      1,329,494      6,875,169
  Mill Creek/Atlanta, GA                            --       529,800      3,996,252        3,320,029        859,815      6,986,266
  Mill Creek/Wilmington, NC                         --       597,248      4,618,561          662,414        786,992      5,091,230
  Northview/Salem, VA                               --       171,600      1,238,501          527,153        216,569      1,720,685
  Olde West Village/Richmond, VA             3,929,235     1,965,097     12,203,965        1,487,873      2,207,941     13,448,994
  Orange Orlando/Orlando, FL                        --     1,233,151      2,177,417          924,631      1,378,548      2,956,651
  Overlook/Greenville, SC                           --       824,600      5,079,443          116,596        824,600      5,196,039
  Palm Grove/Tampa, FL                              --       616,121      5,268,814          231,261        632,368      5,483,828
  The Park/Columbia, SC                             --     1,004,072      5,535,334           73,987      1,006,222      5,607,171
  Park Green/Raleigh, NC                            --       500,000      4,321,872          792,992        549,179      5,065,685
  Parkwood Court/Alexandria, VA              6,200,000     2,482,633      3,813,116          821,275      2,549,023      4,568,001
  Patriot Place/Florence, SC                 2,200,000       212,500      1,600,757        4,483,623      1,346,426      4,950,454
  Peppertree/Charlotte, NC                          --     1,546,267      7,699,221          120,859      1,554,703      7,811,644
  Pinebrook/Clearwater,FL                           --     1,780,375      2,458,172        1,379,741      1,827,406      3,790,882
  Plum Chase/Columbia, SC                    7,000,000       802,750      3,149,607        4,347,490      1,073,973      7,225,874
  Regatta Shores/Orlando, FL                        --       757,008      6,607,367           78,960        781,131      6,662,204
  River Place/Macon, GA                             --     1,097,280      7,492,385          336,592      1,296,457      7,629,800
  River Road/Ettrick, VA                            --       229,699      1,648,394          795,375        314,957      2,358,511
  Riverwind/Spartanburg, SC                         --       802,484      6,386,212          209,119        860,836      6,536,979
  Rollingwood/Richmond, VA                   2,567,049       777,971      5,058,707        1,825,382      1,048,247      6,613,813
  Royal Oaks/Savannah, GA                    6,471,555       533,100     10,777,978           43,392        533,100     10,821,370
  Santa Barbara Landing/Naples, FL           5,080,343     1,134,120      8,019,814           50,677      1,134,120      8,070,491
  The Shire/Raleigh, NC                             --     1,791,215     11,968,852          257,117      1,824,386     12,192,798
  Somerset/Charleston, SC                           --       485,160      3,573,792           96,480        487,237      3,668,195
  St. Andrews/Columbia, SC                          --       976,192      6,866,147           32,828        976,192      6,898,975
  St. Andrews Commons/Columbia, SC                  --     1,428,826      9,371,378          362,531      1,541,570      9,621,165
  Spring Forest/Raleigh, NC                         --     1,257,500      8,586,255        1,610,801      1,383,586     10,070,970
  Stanford Village/Atlanta, GA                      --       884,500      2,807,839          487,665      1,015,078      3,164,926
  Summit-on-Park/Charlotte, NC                      --       147,000      1,021,602          949,998        240,032      1,878,568
  Summit West/Tampa, FL                             --     2,176,500      4,709,970        1,076,468      2,348,038      5,614,900
  Three Fountains/Montgomery, AL                    --     1,075,009      7,753,156           81,668      1,083,009      7,826,824
  Timbercreek/Richmond, VA                          --       379,000      2,030,525        1,086,682        516,962      2,979,245
  Towne Square/Hopewell, VA                  1,246,058       109,500        909,897          763,152        325,585      1,456,964
  Twin Coves/Baltimore, MD                   3,790,000       912,771      2,893,861           43,740        922,921      2,927,451
  Twin Rivers/Hopewell, VA                          --       149,200        885,671        1,120,107        350,443      1,804,535
  Village at Old Tampa Bay/Oldsmar, FL              --     1,750,320     10,756,337          519,418      1,976,746     11,049,329
  Vinyards/Orlando, FL                      11,250,048     1,840,230     11,571,625           12,815      1,840,230     11,584,440
  Walnut Creek/Raleigh, NC                          --     3,170,290     21,717,407          253,210      3,200,300     21,940,607
  Waterford/Columbia, SC                            --       957,980      6,926,736           42,287        957,980      6,969,023
  West Knoll/Newark, DE                             --       305,138      3,664,067           25,964        305,138      3,690,031
  Windsor Harbor/Charlotte, NC                      --       475,000      3,928,113        1,862,283        873,449      5,391,947
  Woodland Hollow/Charlotte, NC              3,300,458       755,000      5,393,023        1,371,225        902,934      6,616,314
  Woodscape/Newport News, VA                        --       798,700      7,209,525        1,721,472      1,006,107      8,723,590
  Woodside/Baltimore, MD                    13,790,000     3,112,881      8,864,762          111,132      3,112,881      8,975,894


                                                                                                              Depreciable
                                                                                                                Life of
                                                 Total       Accumulated       Date of          Date            Building
                                                  (a)        Depreciation    Construction     Acquired         Component
                                                                                                 
Apartments (continued):
  Key Pines/Spartanburg, SC                  $  5,273,670  $     446,314        1974          09/25/92          35 yrs.
  Knolls at Newgate/Fairfax, VA                 5,368,061         70,927        1972          07/01/94          35 yrs.
  The Lakes/Nashville, TN                       7,832,714        325,417        1986          09/15/93          35 yrs.
  Lake Washington Downs/Melbourne, FL           6,875,400        267,911        1984          09/24/93          35 yrs.
  Lakeside North/Orlando, FL                   12,920,745        273,025        1984          04/14/94          35 yrs.
  Lakewood Place/Tampa, FL                     12,436,431        316,771        1986          03/10/94          35 yrs.
  The Landing/Greenville, SC                    6,366,925        102,495        1976          07/01/94          35 yrs.
  Laurel Ridge/Roanoke, VA                      4,033,953      1,222,933      1970/72         05/17/88          35 yrs.
  Laurel Village/Richmond, VA                   4,299,594        554,626        1972          09/06/91          35 yrs.
  The Ledges/Winston-Salem, NC                  6,636,362      2,772,056        1959          08/13/86          35 yrs.
  Liberty Crossing/Jacksonville, NC             6,098,593      1,201,195      1972/74         11/30/90          35 yrs.
  Mallard Green/Charlotte, NC                   3,107,538         50,058        1985          07/01/94          35 yrs.
  Marina Park/Miami, FL                         3,200,064         54,955        1974          07/01/94          35 yrs.
  Meadow Run/Richmond, VA                       5,192,717      1,937,275      1973/74         12/31/84          35 yrs.
  Meadowdale Lakes/Richmond, VA                11,045,744      3,962,507      1967/71         12/31/84          35 yrs.
  Mediterranean Village/Miami, FL              14,048,830        100,605        1989          09/30/94          35 yrs.
  The Melrose/Dumfries, VA                      8,204,663      2,930,274        1951          12/11/85          35 yrs.
  Mill Creek/Atlanta, GA                        7,846,081      2,009,265        1972          11/11/88          35 yrs.
  Mill Creek/Wilmington, NC                     5,878,222        732,780        1986          09/30/91          35 yrs.
  Northview/Salem, VA                           1,937,254      1,019,682        1969          09/29/78          35 yrs.
  Olde West Village/Richmond, VA               15,656,935      4,085,930   1978/82/85/87   12/31/84 & 8/27/91   35 yrs.
  Orange Orlando/Orlando, FL                    4,335,199        285,979        1971          01/21/93          35 yrs.
  Overlook/Greenville, SC                       6,020,639         95,414        1976          07/01/94          35 yrs.
  Palm Grove/Tampa, FL                          6,116,196        169,485      1969/71         04/15/94          35 yrs.
  The Park/Columbia, SC                         6,613,393         92,964      1975/77         07/01/94          35 yrs.
  Park Green/Raleigh, NC                        5,614,864        771,682        1987          09/27/91          35 yrs.
  Parkwood Court/Alexandria, VA                 7,117,024        253,356        1964          06/30/93          35 yrs.
  Patriot Place/Florence, SC                    6,296,880      1,968,990        1974          10/23/85          35 yrs.
  Peppertree/Charlotte, NC                      9,366,347        321,522        1987          12/14/93          35 yrs.
  Pinebrook/Clearwater,FL                       5,618,288        197,391        1977          09/28/93          35 yrs.
  Plum Chase/Columbia, SC                       8,299,847      1,656,205        1974          01/04/91          35 yrs.
  Regatta Shores/Orlando, FL                    7,443,335        126,332        1988          06/30/94          35 yrs.
  River Place/Macon, GA                         8,926,257        218,746        1988          04/08/94          35 yrs.
  River Road/Ettrick, VA                        2,673,468      1,299,045      1973/74         08/31/81          35 yrs.
  Riverwind/Spartanburg, SC                     7,397,815        267,013        1987          12/31/93          35 yrs.
  Rollingwood/Richmond, VA                      7,662,060      2,937,456      1974/78         12/31/84          35 yrs.
  Royal Oaks/Savannah, GA                      11,354,470        182,542        1980          07/01/94          35 yrs.
  Santa Barbara Landing/Naples, FL              9,204,611         94,605        1987          09/01/94          35 yrs.
  The Shire/Raleigh, NC                        14,017,184        341,701      1982/84         03/04/94          35 yrs.
  Somerset/Charleston, SC                       4,155,432         64,559        1979          07/01/94          35 yrs.
  St. Andrews/Columbia, SC                      7,875,167        126,675        1972          07/01/94          35 yrs.
  St. Andrews Commons/Columbia, SC             11,162,735        699,019        1986          05/20/93          35 yrs.
  Spring Forest/Raleigh, NC                    11,454,556      1,661,948      1978/81         05/21/91          35 yrs.
  Stanford Village/Atlanta, GA                  4,180,004        896,160        1985          09/26/89          35 yrs.
  Summit-on-Park/Charlotte, NC                  2,118,600        992,628        1963          01/17/84          35 yrs.
  Summit West/Tampa, FL                         7,962,938        426,047        1972          12/16/92          35 yrs.
  Three Fountains/Montgomery, AL                8,909,833        142,321        1973          07/01/94          35 yrs.
  Timbercreek/Richmond, VA                      3,496,207      1,578,883        1969          08/31/83          35 yrs.
  Towne Square/Hopewell, VA                     1,782,549        766,586        1967          08/27/85          35 yrs.
  Twin Coves/Baltimore, MD                      3,850,372         38,843        1974          08/16/94          35 yrs.
  Twin Rivers/Hopewell, VA                      2,154,978      1,164,316        1972          01/06/82          35 yrs.
  Village at Old Tampa Bay/Oldsmar, FL         13,026,075        438,122        1986          12/08/93          35 yrs.
  Vinyards/Orlando, FL                         13,424,670         70,290      1984/86         10/31/94          35 yrs.
  Walnut Creek/Raleigh, NC                     25,140,907        474,272      1985/86         05/17/94          35 yrs.
  Waterford/Columbia, SC                        7,927,003        130,766        1985          07/01/94          35 yrs.
  West Knoll/Newark, DE                         3,995,169         62,256        1964          07/01/94          35 yrs.
  Windsor Harbor/Charlotte, NC                  6,265,396      1,566,667        1971          01/13/89          35 yrs.
  Woodland Hollow/Charlotte, NC                 7,519,248      2,390,994      1974/76         11/03/86          35 yrs.
  Woodscape/Newport News, VA                    9,729,697      2,468,694      1974/76         12/29/87          35 yrs.
  Woodside/Baltimore, MD                       12,088,775        137,477        1966          08/16/94          35 yrs.



SCHEDULE III.
Summary of Real Estate Owned (continued)


                                                                                         Cost of
                                                                                        Improvements
                                                                                        Capitalized         Gross Amount at Which
                                                            Initial Cost to Trust       Subsequent to    Carried at Close of Period
                                                           Land and      Buildings       Acquisition       Land and      Buildings
                                                             Land           and           (Net of            Land           and
                                           Encumbrances  Improvements  Improvements      Disposals)      Improvements  Improvements
                                                                                                    
Apartments:
Shopping Centers:
  Circle/Richmond, VA                     $         --  $    885,964  $   1,836,464    $   1,487,795    $    947,570  $   3,262,653
  Cumberland Square/Dunn, NC                        --       661,636        832,148          769,014         718,915      1,543,883
  Deerfield Plaza/Myrtle Beach, SC                  --       883,767      2,182,509          601,928       1,240,702      2,427,502
  Glen Lea/Richmond, VA                      2,438,333       559,993        649,500        2,587,214       1,033,765      2,762,942
  Gloucester Exchange/Gloucester, VA                --       403,688      2,278,553          688,906         502,031      2,869,116
  Hanover Village/Richmond, VA                      --     1,928,339      1,003,416        5,163,705       2,939,044      4,453,996
  Kroger Sav-On/Waynesboro, VA                      --       319,300        990,901          437,592         332,702      1,415,091
  Laburnum Park/Richmond, VA                               2,599,657      4,188,394           69,429       1,928,265      4,929,215
  Laburnum Square/Richmond, VA               1,598,882       773,804      2,178,622        2,004,984       1,125,262      3,832,148
  Meadowdale/Richmond, VA                      886,030     1,099,620      3,875,145        1,097,943       1,286,137      4,786,571
  Rose Manor/Smithfield, NC                         --       496,000      1,038,694         (144,250)        542,229        848,215
  The Village/Durham, NC                            --     1,355,000      3,814,496        3,080,327       2,137,438      6,112,385
  Village Square/Myrtle Beach, SC                   --     3,070,000      6,429,614        1,709,102       3,727,678      7,481,038
  Willow Oaks/Hampton, VA                    3,540,000       934,220      1,211,045        6,905,563       3,106,434      5,944,394

Office and Industrial Buildings:
  Franklin St./Richmond, VA                         --        67,900        282,173           75,843          67,900        358,016
  Meadowdale Offices/Richmond, VA                   --       240,563        359,913          389,352         258,144        731,684
  Statesman Park/Roanoke, VA                        --        90,162        565,557           93,595         147,996        601,318
  Tri-County Buildings/Bristol, TN                  --       275,582        900,273        1,262,597         364,123      2,074,329

                                          $158,448,560  $152,982,937  $ 722,823,865  $   131,791,768    $174,536,140  $ 833,062,430



                                                                                                             Depreciable
                                                                                                               Life of
                                                  Total        Accumulated       Date of          Date         Building
                                                   (a)         Depreciation    Construction     Acquired      Component
                                                                                               
Shopping Centers:
  Circle/Richmond, VA                       $     4,210,223  $   1,929,918     1956/62/67       11/01/73      25/35 yrs.
  Cumberland Square/Dunn, NC                      2,262,798        371,837     1972/78/84       08/28/86       35 yrs.
  Deerfield Plaza/Myrtle Beach, SC                3,668,204        749,242        1979          01/17/84       35 yrs.
  Glen Lea/Richmond, VA                           3,796,707      1,209,340      1964/85         05/25/83       25 yrs.
  Gloucester Exchange/Gloucester, VA              3,371,147        624,057        1974          11/12/87       35 yrs.
  Hanover Village/Richmond, VA                    7,393,040      1,300,866      1971/72         06/30/86       35 yrs.
  Kroger Sav-On/Waynesboro, VA                    1,747,793        638,030        1975          03/07/80       35 yrs.
  Laburnum Park/Richmond, VA                      6,857,480        590,431      1988/89         09/28/90       35 yrs.
  Laburnum Square/Richmond, VA                    4,957,410      1,669,898      1978/85         02/11/81       40 yrs.
  Meadowdale/Richmond, VA                         6,072,708      1,591,647      1976/82         12/31/84       35 yrs.
  Rose Manor/Smithfield, NC                       1,390,444        359,770      1972/75         08/28/86       35 yrs.
  The Village/Durham, NC                          8,249,823      1,869,102        1965          08/28/86       35 yrs.
  Village Square/Myrtle Beach, SC                11,208,716      1,648,664      1978/79         05/25/88       35 yrs.
  Willow Oaks/Hampton, VA                         9,050,828      2,345,313      1968/74         08/01/84       35 yrs.

Office and Industrial Buildings:
  Franklin St./Richmond, VA                         425,916        115,906        1890          07/01/86       35 yrs.
  Meadowdale Offices/Richmond, VA                   989,828        259,255        1983          12/31/84       35 yrs.
  Statesman Park/Roanoke, VA                        749,314        389,699        1974          05/22/75       33 yrs.
  Tri-County Buildings/Bristol, TN                2,438,452        646,409      1976/79         01/21/81       33 yrs.

                                            $ 1,007,598,570   $120,340,630

(a) The aggregate cost for federal income tax purposes was approximately $987
    million at December 31, 1994 and $563 million at December 31, 1993.








                                 SIGNATURES

Pursuant to  the requirements of  Section 13  or 15 (d)  of the  Securities
Exchange Act of 1934, the registrant has duly caused this  Annual Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

United Dominion Realty Trust, Inc.
           (registrant)

By  /s/ James Dolphin
    James Dolphin
    Senior Vice President, and Chief Financial Officer
    March 30, 1995

Pursuant  to the requirements of the  Securities Exchange Act of 1934, this
report has been signed below  on March 30, 1995 by the following persons on
behalf of the registrant and in the capacities indicated.


/s/ John P. McCann                                    /s/ R. Toms Dalton, Jr.
John P. McCann                                        R. Toms Dalton, Jr.
Director, President and Chief                         Director
  Executive Officer


/s/ James Dolphin                                     /s/ Jeff C. Bane
James Dolphin                                         Jeff C. Bane
Director, Senior Vice President,                      Director
  Secretary and Chief Financial
  Officer


/s/ Jerry A. Davis                                    /s/ John C. Lanford
Jerry A. Davis                                        John C. Lanford
Vice President, Controller-Corporate Accounting       Director
  and Chief Accounting Officer


/s/ C. Harmon Williams, Jr.                           /s/ H. Franklin Minor
C. Harmon Williams, Jr.                               H. Franklin Minor
Chairman of the Board of Directors                    Director


/s/ Barry M. Kornblau                                 /s/ Robert P. Buford
Barry M. Kornblau                                     Robert P. Buford
Director, Senior Vice President and                   Director
Director of Apartments