<TABLE>
As filed with the Securities and Exchange Commission on July 10, 1998
Registration No. 333-45305
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Post-Effective
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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United Dominion Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C>
Virginia 6513 54-0857512
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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10 South Sixth Street
Richmond, Virginia 223219-3802
(804) 780-2691
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
-------------------------
Katheryn E. Surface
United Dominion Realty Trust, Inc.
10 South Sixth Street
Richmond, Virginia 223219-3802
(804) 780-2691
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-------------------------
<PAGE>
Pursuant to its undertaking No. 2 in the Registration Statement, the
registrant hereby removes from registration 669,875 shares of Common Stock
remaining unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and to
authority conferred by Rule 478(a)(4) thereunder, the undersigned agent for
service named in the Registration Statement, on behalf of the registrant and all
other persons who signed the Registration Statement, has signed this
Post-Effective Amendment to the Registration Statement in the City of Richmond,
Commonwealth of Virginia on the 10th day of July, 1998.
s/ Katheryn E. Surface
----------------------
Katheryn E. Surface
Agent for service
