exv4w2



 





EXHIBIT 4.2



FORM OF
CERTIFICATE

FOR SHARES OF 8.60% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK




[front of certificate]




			
	 	 	 
	NUMBER	 	SHARES



SEE REVERSE

FOR CERTAIN

DEFINITIONS






INCORPORATED UNDER




THE LAWS OF THE

STATE OF MARYLAND




	 	 	 
	8.60%
SERIES B CUMULATIVE REDEEMABLE
PREFERRED STOCK






CUSIP

902653 20 3




UDR, INC.



THIS CERTIFIES THAT




 




is the owner of




FULLY PAID AND NON-ASSESSABLE SHARES OF 8.60%

SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK, NO PAR VALUE, IN




UDR,
Inc. The holder and every
transferee or assignee of this certificate or shares represented hereby, or of
any interest therein, accepts and agrees to be bound by the provisions of the
Articles of Incorporation of the Company. This certificate and the shares
represented hereby are transferable on the books of the Company by the
registered holder hereof in person or by attorney upon surrender of this
certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.




     In Witness Whereof, the Company has caused this certificate to be
signed by the facsimile signatures of its President and Secretary.



     Dated:



	 	 	 
	 	 	 
	Secretary
	 	President






Countersigned and registered:

WELLS FARGO BANK, N.A.

Transfer Agent and Registrar




By

Authorized Signature




 








 





[reverse of certificate]




UDR, INC.



Under the Articles of Incorporation of the Company, transfer of the shares
represented hereby may be stopped, and such shares are subject to redemption, in
order to preserve the qualification of the Company as a “real estate investment
trust” under the Internal Revenue Code.



The Company will furnish to the registered holder of this certificate on request
in writing, without charge, the designations, relative rights, preferences and
limitations applicable to each class of authorized shares and the variations in
rights, preferences and limitations determined for each series within a class
(and the authority of the Board of Directors to determine variations for future
series).




     The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:




	 	 	 	 	 
	TEN COMM — as tenants in common

	 	UNIF GIFT MIN ACT —
	 	Custodian
		 	 	 	(Cust) (Minor)
	TEN ENT — as tenants by the entireties

	 	 	 	under Uniform Gifts to Minors Act





JT TEN — as joint tenants with right of survivorship and not as tenants in common



     Additional abbreviations may also be used though not on the above list.



For Value Received,                                          hereby sell, assign and transfer unto




PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 





PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

 




    
   
              
               
              
              
             
    Shares of Preferred Stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint            
            
             
            
             Attorney to
transfer the said Shares
on the books of the within-named Company with full power of substitution in the
premises.




	 	 	 
	Dated ___________________________
	 	_______________________________________





NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.





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