As filed with the Securities and Exchange Commission on April 8, 1999.
                                  File No. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                       --------------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
-------------------------------------------------------------------------------

                       UNITED DOMINION REALTY TRUST, INC.
               (Exact Name of Issuer as Specified in its Charter)

             Virginia                                          54-0857512
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                               10 South 6th Street
                            Richmond, Virginia 23219
                                  (804)780-2691
   (Address, including zip code, and telephone number of Principal Executive
                                   Offices)

        United Dominion Realty Trust, Inc. 1999 Long-Term Incentive Plan
                            (Full Titles of the Plan)

             KATHERYN E. SURFACE                              Copy to:
  Senior Vice President and General Counsel            JAMES W. FEATHERSTONE
      United Dominion Realty Trust, Inc.                 Hunton & Williams
               10 South 6th St.                     Riverfront Plaza, East Tower
           Richmond, Virginia 23219                     951 East Byrd Street
                (804) 780-2691                     Richmond, Virginia 23219-4074
(Name, address, including zip code, and                     (804) 788-8200
 telephone number, including area code, of
           agent for service)

                             -----------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------
                                                          Proposed          Proposed
  Title of Securities             Amount to                Maximum           Maximum        Amount of
    to be Registered           be Registered           Offering Price       Aggregate     Registration
                                                         Per Unit (1)     Offering Price        Fee
                                                                                (1)
<S>                             <C>                          <C>               <C>             <C>
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
      Common Stock          12,000,000 shares (2)           $10.1875         $119,628,000     $33,985.50

---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
   Rights to Purchase       12,000,000 rights                  N/A               N/A             N/A
        Series C
  Junior Participating
  Redeemable Preferred
Stock, no par value (3)
---------------------------------------------------------------------------------------------------------
</TABLE>


(1) Determined in accordance with Rule 457(h), the  registration fee calculation
    is based on the  average of the high and low prices of the Company's  Common
    Stock reported on the New York Stock Exchange on March 31, 1999.
(2) Amount to be registered includes any additional shares to be issued
    pursuant to the anti-dilution provisions of the United Dominion Realty
    Trust, Inc. 1999 Long-Term Incentive Plan.
(3) The rights will be attached to and trade with the common stock.


<PAGE>
PART I     INFORMATION REQUIRED IN The Section 10(a) Prospectus

           (a) The documents  constituting Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.

           (b) Upon written or oral request,  the Company will provide,  without
charge,  the  documents  incorporated  by reference in Item 3 of Part II of this
Registration  Statement.  The  documents  are  incorporated  by reference in the
Section 10(a) prospectus.  The Company will also provide,  without charge,  upon
written or oral request,  other documents  required to be delivered to employees
pursuant to Rule 428(b). Requests for the above-mentioned  information should be
directed to  Katheryn  E.  Surface,  Corporate  Secretary,  10 South 6th Street,
Richmond, Virginia, 23219, telephone (804) 780-2691.

PART II.   INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following  documents have been filed by United  Dominion Realty Trust,
Inc.  (the  "Company")  (File No.  1-10524)  with the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  and are deemed to be a part hereof from the
date of the filing of such documents:

      (1) The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
December 31, 1998;

      (2) Current  Report on Form 8-K dated January 27, 1998,  filed on February
4,  1998;  Current  Report on Form 8-K dated and  filed on  February  13,  1998;
Current Report on Form 8-K dated and filed on February 17, 1998;  Current Report
dated March 27, 1998,  filed on April 13, 1998, as amended by Amendment No. 1 on
Form 8-K/A dated and filed on June 12,  1998;  Current  Report on Form 8-K dated
June 9, 1998,  filed on June 24,  1998,  as amended by  Amendment  No. 1 on Form
8-K/A dated and filed on August 13, 1998;  Current  Report on Form 8-K dated May
28, 1998, filed on October 19, 1998;  Current Report on Form 8-K dated September
11, 1998, filed on October 23, 1998, as amended by Amendment No. 1 on Form 8-K/A
dated and filed on December 21, 1998; Current Report on Form 8-K dated and filed
on October 28, 1998; Current Report on Form 8-K dated November 2, 1998, filed on
November 6, 1998;  Current Report on Form 8-K dated November 10, 1998,  filed on
November 12, 1998;  Current Report on Form 8-K dated December 7, 1998,  filed on
December  21,  1998;  Current  Report on Form 8-K dated and filed on January 20,
1999; Current Report on Form 8-K dated and filed March 29, 1999;

      (3) The  description of the common stock and preferred  stock contained in
the Company's  Registration  Statements on Form 8-A dated April 9, 1990,  May 1,
1995,  June 10,  1997 and  February  4,  1998,  filed  under the  Exchange  Act,
including  any  amendments  or reports  filed for the purpose of  updating  such
descriptions; and

      (4) All other  documents  subsequently  filed by the  Company  pursuant to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

      Any statement contained in a document  incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration  Statement to the extent that a statement  contained herein
or in any  subsequently  filed  document  which  also is,  or is  deemed  to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.  Not Applicable.



<PAGE>



Item 6.  Indemnification of Directors and Officers

      Directors  and  officers of United  Dominion  may be  indemnified  against
liabilities,  fines, penalties, and claims imposed upon or asserted against them
as provided in the Virginia Stock  Corporation Act and the Restated  Articles of
Incorporation of the Company (the "Articles").  Such indemnification  covers all
costs and expenses  reasonably  incurred by a director or officer.  The Board of
Directors,  by a majority vote of a quorum of disinterested  directors or, under
certain circumstances,  independent counsel appointed by the Board of Directors,
must  determine  that the director or officer  seeking  indemnification  was not
guilty of willful  misconduct  or a knowing  violation of the  criminal  law. In
addition,  the Virginia Stock Corporation Act and the Articles may under certain
circumstances eliminate the liability of directors and officers in a shareholder
or derivative proceeding.

      If  the person  involved is not a director or officer of United  Dominion,
the Board of  Directors  may cause  United  Dominion to  indemnify,  to the same
extent  allowed for directors and officers of United  Dominion,  such person who
was or is a party to a  proceeding,  by  reason of the fact that he is or was an
employee  or agent of United  Dominion,  or is or was  serving at the request of
United  Dominion  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise.

Item 7.  Exemption from Registration Claimed.  Not Applicable.



<PAGE>



Item 8.  Exhibits

     Exhibit Number                             Description

           4.1            Restated Articles of Incorporation of United Dominion,
                          dated  January 21, 1999 (filed as Exhibit 4(a) (ii) to
                          the Company's Form S-3 Registration  Statement,  filed
                          with the  Commission  on  February  24, 1999 (File No.
                          333-72885), and incorporated by reference herein)

           4.2            Restated  Bylaws of the Company (filed as Exhibit 3(b)
                          to the  Company's  Annual  Report on Form 10-K for the
                          year ended December 31, 1998 (File No.  1-10524),  and
                          incorporated by reference herein)

           4.3            Specimen  United  Dominion  common  stock  certificate
                          (filed as  Exhibit  4(i) to United  Dominion's  Annual
                          Report on Form 10-K for the year  ended  December  31,
                          1993 (File No. 1-10524), and incorporated by reference
                          herein)

           4.4            Rights Agreement dated as of January 27, 1998, between
                          United Dominion and ChaseMellon  Shareholder Services,
                          L.L.C.,  as Rights Agent (filed as Exhibit 1 to United
                          Dominion's  Form  8-A  Registration   Statement  dated
                          February 4, 1998 (File No.  1-10524) and  incorporated
                          by reference herein)

           4.5            Form of Rights Certificate (included in Exhibit 4.4)

           4.6            Loan Agreement  dated as of November 7, 1993,  between
                          United  Dominion  and Aid  Association  for  Lutherans
                          (filed as Exhibit  6(c)(1) to United  Dominion's  Form
                          8-A Registration  Statement dated April 19, 1990 (File
                          No. 10524), and incorporated by reference herein)

           4.7            Note Purchase  Agreement dated as of January 15, 1993,
                          between   United   Dominion  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   (filed  as   Exhibit   6(c)(5)  to  United
                          Dominion's Form 8-A Registration Statement dated April
                          19,  1990  (File No.  1-10524),  and  incorporated  by
                          reference herein)

           5.1            Opinion of Hunton & Williams

          23.1            Consent of Hunton & Williams (included in Exhibit 5)

          23.2            Consent of Ernst & Young LLP

          23.3            Consent of L.P. Martin & Company, L.P.

          23.4            Consent of Deloitte & Touche LLP

          23.5            Consent of Arthur Andersen LLP

          24.1            Power of Attorney (included on signature page)

          99.1            United  Dominion Realty Trust,   Inc.  1999  Long-Term
                          Incentive Plan

<PAGE>



Item 9.  Undertakings

      (a)   The undersigned Company hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)   To include  any  prospectus  required  by Section
      10(a)(3) of the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
      after  the  effective  date of this  Registration  Statement  (or the most
      recent  post-effective  amendment  thereof) which,  individually or in the
      aggregate,  represent a fundamental change in the information set forth in
      this Registration Statement;

                  (iii) To include any material  information with respect to the
      plan  of  distribution  not  previously  disclosed  in  this  Registration
      Statement or any material change to such information in this  Registration
      Statement;

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement  relating to the securities being offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                           (signatures on following page)


<PAGE>



                                  SIGNATURES


      Pursuant to the  requirements  of the  Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond,  Commonwealth of Virginia on the 9th day of
March, 1999.

                       UNITED DOMINION REALTY TRUST, INC.



                                      By /s/ John P. McCann
                                         ------------------------------------
                                             John P. McCann
                                             Chief Executive Officer

                               Power of Attorney

      Know All Men and  Women By  These  Presents  that  each  individual  whose
signature  appears below constitutes and appoints John P. McCann and Katheryn E.
Surface,  and each of them, such individual's true and lawful  attorneys-in-fact
and agents with full power of  substitution,  for such  individual and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this registration statement
and any  registration  statement  related to the offering  contemplated  by this
registration  statement  that is to be  effective  upon filing  pursuant to Rule
462(b) under the Securities Act of 1933, as amended,  and to file the same, with
all exhibits  thereto,  and all  documents  in  connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents and each of them,  full power and  authority  to do and perform  each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or either of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on March 9, 1999.

              Signature                            Title & Capacity


/s/ John P. McCann                         Chairman, Chief Executive Officer
-------------------------------            (Principal Executive Officer) and
     John P. McCann                         Director

/s/ John S. Schneider                      President and Director
-------------------------------
    John S. Schneider


/s/ Kevin W. Walsh                         Vice President, Finance (Principal
-------------------------------            Financial Officer)
    Kevin W. Walsh


/s/ Robin R. Flanagan                      Principal Accounting Officer Director
-------------------------------
    Robin R. Flanagan


/s/ Jeff C. Bane                           Director
-------------------------------
    Jeff C. Bane


/s/ R. Toms Dalton, Jr.                    Director
-------------------------------
    R. Toms Dalton, Jr.



/s/ Robert P. Freeman                      Director
-------------------------------
    Robert P. Freeman



/s/ Jon A. Grove                           Director
------------------------------
    Jon A. Grove



/s/ Barry M. Kornblau                      Director
-----------------------------
    Barry M. Kornblau



/s/ James D. Klingbeil                     Director
-----------------------------
    James D. Klingbeil



/s/ Lynne B. Sagalyn                       Director
----------------------------
    Lynne B. Sagalyn



/s/  Mark J. Sandler                       Director
----------------------------
     Mark J. Sandler

                                           Director
----------------------------
    Robert W. Scharar



/s/ C. Harmon Williams                     Director
---------------------------
    C. Harmon Williams, Jr.


<PAGE>



                                 EXHIBIT INDEX
                                      TO
                      REGISTRATION STATEMENT ON FORM S-8


     Exhibit Number                             Description
     --------------                             -----------

           4.1            Restated Articles of Incorporation of United Dominion,
                          dated January 21, 1999 (filed as Exhibit 4(a) (ii) to
                          the Company's Form S-3 Registration Statement, filed
                          with the Commission on February 24, 1999 (File No.
                          333-72885), and incorporated by reference herein).

           4.2            Restated  Bylaws of the Company (filed as Exhibit 3(b)
                          to the  Company's  Annual  Report on Form 10-K for the
                          year ended December 31, 1998 (File No.  1-10524),  and
                          incorporated by reference herein)

           4.3            Specimen  United  Dominion  common  stock  certificate
                          (filed as  Exhibit  4(i) to United  Dominion's  Annual
                          Report on Form 10-K for the year  ended  December  31,
                          1993 (File No. 1-10524), and incorporated by reference
                          herein)

           4.4            Rights Agreement dated as of January 27, 1998, between
                          United Dominion and ChaseMellon  Shareholder Services,
                          L.L.C.,  as Rights Agent (filed as Exhibit 1 to United
                          Dominion's  Form  8-A  Registration   Statement  dated
                          February 4, 1998 (File No.  1-10524) and  incorporated
                          by reference herein)

           4.5            Form of Rights Certificate (included in Exhibit 4.4)

           4.6            Loan Agreement  dated as of November 7, 1993,  between
                          United  Dominion  and Aid  Association  for  Lutherans
                          (filed as Exhibit  6(c)(1) to United  Dominion's  Form
                          8-A Registration  Statement dated April 19, 1990 (File
                          No. 10524), and incorporated by reference herein)

           4.7            Note Purchase  Agreement dated as of January 15, 1993,
                          between   United   Dominion  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   (filed  as   Exhibit   6(c)(5)  to  United
                          Dominion's Form 8-A Registration Statement dated April
                          19,  1990  (File No.  1-10524),  and  incorporated  by
                          reference herein)

           5.1            Opinion of Hunton & Williams

          23.1            Consent of Hunton & Williams (included in Exhibit 5)

          23.2            Consent of Ernst & Young LLP

          23.3            Consent of L.P. Martin & Company, L.P.

          23.4            Consent of Deloitte & Touche LLP

          23.5            Consent of Arthur Andersen LLP

          24.1            Power of Attorney (included on signature page)

          99.1            United  Dominion Realty Trust, Inc. 1999 Long-Term
                          Incentive Plan
[{"type": "S-8", "sequence": "1", "description": "UNITED DOMINION REALTY TRUST, INC. FORM S-8", "secsgml_size_bytes": 25183}]
{"company-data": {"conformed-name": "UNITED DOMINION REALTY TRUST INC", "cik": "0000074208", "assigned-sic": "6798", "irs-number": "540857512", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75897", "film-number": "99589578"}, "business-address": {"street1": "10 S 6TH ST STE 203", "city": "RICHMOND", "state": "VA", "zip": "23219-3802", "phone": "8047802691"}, "mail-address": {"street1": "10 SOUTH SIXTH STREET", "street2": "SUITE 203", "city": "RICHMOND", "state": "VA", "zip": "23219-3802"}, "former-company": [{"former-conformed-name": "OLD DOMINION REAL ESTATE INVESTMENT TRUST", "date-changed": "19850110"}, {"former-conformed-name": "OLD DOMINION REIT ONE", "date-changed": "19770921"}, {"former-conformed-name": "OLD DOMINION REAL ESTATE INVESTMENT TRUS", "date-changed": "19741216"}]}
As filed with the Securities and Exchange Commission on April 8, 1999.
                                  File No. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                       --------------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
-------------------------------------------------------------------------------

                       UNITED DOMINION REALTY TRUST, INC.
               (Exact Name of Issuer as Specified in its Charter)

             Virginia                                          54-0857512
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                               10 South 6th Street
                            Richmond, Virginia 23219
                                  (804)780-2691
   (Address, including zip code, and telephone number of Principal Executive
                                   Offices)

        United Dominion Realty Trust, Inc. 1999 Long-Term Incentive Plan
                            (Full Titles of the Plan)

             KATHERYN E. SURFACE                              Copy to:
  Senior Vice President and General Counsel            JAMES W. FEATHERSTONE
      United Dominion Realty Trust, Inc.                 Hunton & Williams
               10 South 6th St.                     Riverfront Plaza, East Tower
           Richmond, Virginia 23219                     951 East Byrd Street
                (804) 780-2691                     Richmond, Virginia 23219-4074
(Name, address, including zip code, and                     (804) 788-8200
 telephone number, including area code, of
           agent for service)

                             -----------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================
---------------------------------------------------------------------------------------------------------
                                                          Proposed          Proposed
  Title of Securities             Amount to                Maximum           Maximum        Amount of
    to be Registered           be Registered           Offering Price       Aggregate     Registration
                                                         Per Unit (1)     Offering Price        Fee
                                                                                (1)
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
      Common Stock          12,000,000 shares (2)           $10.1875         $119,628,000     $33,985.50

---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
   Rights to Purchase       12,000,000 rights                  N/A               N/A             N/A
        Series C
  Junior Participating
  Redeemable Preferred
Stock, no par value (3)
---------------------------------------------------------------------------------------------------------
(1) Determined in accordance with Rule 457(h), the  registration fee calculation
    is based on the  average of the high and low prices of the Company's  Common
    Stock reported on the New York Stock Exchange on March 31, 1999.
(2) Amount to be registered includes any additional shares to be issued
    pursuant to the anti-dilution provisions of the United Dominion Realty
    Trust, Inc. 1999 Long-Term Incentive Plan.
(3) The rights will be attached to and trade with the common stock.
PART I     INFORMATION REQUIRED IN The Section 10(a) Prospectus

           (a) The documents  constituting Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.

           (b) Upon written or oral request,  the Company will provide,  without
charge,  the  documents  incorporated  by reference in Item 3 of Part II of this
Registration  Statement.  The  documents  are  incorporated  by reference in the
Section 10(a) prospectus.  The Company will also provide,  without charge,  upon
written or oral request,  other documents  required to be delivered to employees
pursuant to Rule 428(b). Requests for the above-mentioned  information should be
directed to  Katheryn  E.  Surface,  Corporate  Secretary,  10 South 6th Street,
Richmond, Virginia, 23219, telephone (804) 780-2691.

PART II.   INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following  documents have been filed by United  Dominion Realty Trust,
Inc.  (the  "Company")  (File No.  1-10524)  with the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  and are deemed to be a part hereof from the
date of the filing of such documents:

      (1) The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
December 31, 1998;

      (2) Current  Report on Form 8-K dated January 27, 1998,  filed on February
4,  1998;  Current  Report on Form 8-K dated and  filed on  February  13,  1998;
Current Report on Form 8-K dated and filed on February 17, 1998;  Current Report
dated March 27, 1998,  filed on April 13, 1998, as amended by Amendment No. 1 on
Form 8-K/A dated and filed on June 12,  1998;  Current  Report on Form 8-K dated
June 9, 1998,  filed on June 24,  1998,  as amended by  Amendment  No. 1 on Form
8-K/A dated and filed on August 13, 1998;  Current  Report on Form 8-K dated May
28, 1998, filed on October 19, 1998;  Current Report on Form 8-K dated September
11, 1998, filed on October 23, 1998, as amended by Amendment No. 1 on Form 8-K/A
dated and filed on December 21, 1998; Current Report on Form 8-K dated and filed
on October 28, 1998; Current Report on Form 8-K dated November 2, 1998, filed on
November 6, 1998;  Current Report on Form 8-K dated November 10, 1998,  filed on
November 12, 1998;  Current Report on Form 8-K dated December 7, 1998,  filed on
December  21,  1998;  Current  Report on Form 8-K dated and filed on January 20,
1999; Current Report on Form 8-K dated and filed March 29, 1999;

      (3) The  description of the common stock and preferred  stock contained in
the Company's  Registration  Statements on Form 8-A dated April 9, 1990,  May 1,
1995,  June 10,  1997 and  February  4,  1998,  filed  under the  Exchange  Act,
including  any  amendments  or reports  filed for the purpose of  updating  such
descriptions; and

      (4) All other  documents  subsequently  filed by the  Company  pursuant to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

      Any statement contained in a document  incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration  Statement to the extent that a statement  contained herein
or in any  subsequently  filed  document  which  also is,  or is  deemed  to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.  Not Applicable.
Item 6.  Indemnification of Directors and Officers

      Directors  and  officers of United  Dominion  may be  indemnified  against
liabilities,  fines, penalties, and claims imposed upon or asserted against them
as provided in the Virginia Stock  Corporation Act and the Restated  Articles of
Incorporation of the Company (the "Articles").  Such indemnification  covers all
costs and expenses  reasonably  incurred by a director or officer.  The Board of
Directors,  by a majority vote of a quorum of disinterested  directors or, under
certain circumstances,  independent counsel appointed by the Board of Directors,
must  determine  that the director or officer  seeking  indemnification  was not
guilty of willful  misconduct  or a knowing  violation of the  criminal  law. In
addition,  the Virginia Stock Corporation Act and the Articles may under certain
circumstances eliminate the liability of directors and officers in a shareholder
or derivative proceeding.

      If  the person  involved is not a director or officer of United  Dominion,
the Board of  Directors  may cause  United  Dominion to  indemnify,  to the same
extent  allowed for directors and officers of United  Dominion,  such person who
was or is a party to a  proceeding,  by  reason of the fact that he is or was an
employee  or agent of United  Dominion,  or is or was  serving at the request of
United  Dominion  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise.

Item 7.  Exemption from Registration Claimed.  Not Applicable.
Item 8.  Exhibits

     Exhibit Number                             Description

           4.1            Restated Articles of Incorporation of United Dominion,
                          dated  January 21, 1999 (filed as Exhibit 4(a) (ii) to
                          the Company's Form S-3 Registration  Statement,  filed
                          with the  Commission  on  February  24, 1999 (File No.
                          333-72885), and incorporated by reference herein)

           4.2            Restated  Bylaws of the Company (filed as Exhibit 3(b)
                          to the  Company's  Annual  Report on Form 10-K for the
                          year ended December 31, 1998 (File No.  1-10524),  and
                          incorporated by reference herein)

           4.3            Specimen  United  Dominion  common  stock  certificate
                          (filed as  Exhibit  4(i) to United  Dominion's  Annual
                          Report on Form 10-K for the year  ended  December  31,
                          1993 (File No. 1-10524), and incorporated by reference
                          herein)

           4.4            Rights Agreement dated as of January 27, 1998, between
                          United Dominion and ChaseMellon  Shareholder Services,
                          L.L.C.,  as Rights Agent (filed as Exhibit 1 to United
                          Dominion's  Form  8-A  Registration   Statement  dated
                          February 4, 1998 (File No.  1-10524) and  incorporated
                          by reference herein)

           4.5            Form of Rights Certificate (included in Exhibit 4.4)

           4.6            Loan Agreement  dated as of November 7, 1993,  between
                          United  Dominion  and Aid  Association  for  Lutherans
                          (filed as Exhibit  6(c)(1) to United  Dominion's  Form
                          8-A Registration  Statement dated April 19, 1990 (File
                          No. 10524), and incorporated by reference herein)

           4.7            Note Purchase  Agreement dated as of January 15, 1993,
                          between   United   Dominion  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   (filed  as   Exhibit   6(c)(5)  to  United
                          Dominion's Form 8-A Registration Statement dated April
                          19,  1990  (File No.  1-10524),  and  incorporated  by
                          reference herein)

           5.1            Opinion of Hunton & Williams

          23.1            Consent of Hunton & Williams (included in Exhibit 5)

          23.2            Consent of Ernst & Young LLP

          23.3            Consent of L.P. Martin & Company, L.P.

          23.4            Consent of Deloitte & Touche LLP

          23.5            Consent of Arthur Andersen LLP

          24.1            Power of Attorney (included on signature page)

          99.1            United  Dominion Realty Trust,   Inc.  1999  Long-Term
                          Incentive Plan
Item 9.  Undertakings

      (a)   The undersigned Company hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)   To include  any  prospectus  required  by Section
      10(a)(3) of the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
      after  the  effective  date of this  Registration  Statement  (or the most
      recent  post-effective  amendment  thereof) which,  individually or in the
      aggregate,  represent a fundamental change in the information set forth in
      this Registration Statement;

                  (iii) To include any material  information with respect to the
      plan  of  distribution  not  previously  disclosed  in  this  Registration
      Statement or any material change to such information in this  Registration
      Statement;

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement  relating to the securities being offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                           (signatures on following page)
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond,  Commonwealth of Virginia on the 9th day of
March, 1999.

                       UNITED DOMINION REALTY TRUST, INC.

                                      By /s/ John P. McCann
                                         ------------------------------------
                                             John P. McCann
                                             Chief Executive Officer

                               Power of Attorney

      Know All Men and  Women By  These  Presents  that  each  individual  whose
signature  appears below constitutes and appoints John P. McCann and Katheryn E.
Surface,  and each of them, such individual's true and lawful  attorneys-in-fact
and agents with full power of  substitution,  for such  individual and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this registration statement
and any  registration  statement  related to the offering  contemplated  by this
registration  statement  that is to be  effective  upon filing  pursuant to Rule
462(b) under the Securities Act of 1933, as amended,  and to file the same, with
all exhibits  thereto,  and all  documents  in  connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents and each of them,  full power and  authority  to do and perform  each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or either of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on March 9, 1999.

              Signature                            Title & Capacity

/s/ John P. McCann                         Chairman, Chief Executive Officer
-------------------------------            (Principal Executive Officer) and
     John P. McCann                         Director

/s/ John S. Schneider                      President and Director
-------------------------------
    John S. Schneider

/s/ Kevin W. Walsh                         Vice President, Finance (Principal
-------------------------------            Financial Officer)
    Kevin W. Walsh

/s/ Robin R. Flanagan                      Principal Accounting Officer Director
-------------------------------
    Robin R. Flanagan

/s/ Jeff C. Bane                           Director
-------------------------------
    Jeff C. Bane

/s/ R. Toms Dalton, Jr.                    Director
-------------------------------
    R. Toms Dalton, Jr.

/s/ Robert P. Freeman                      Director
-------------------------------
    Robert P. Freeman

/s/ Jon A. Grove                           Director
------------------------------
    Jon A. Grove

/s/ Barry M. Kornblau                      Director
-----------------------------
    Barry M. Kornblau

/s/ James D. Klingbeil                     Director
-----------------------------
    James D. Klingbeil

/s/ Lynne B. Sagalyn                       Director
----------------------------
    Lynne B. Sagalyn

/s/  Mark J. Sandler                       Director
----------------------------
     Mark J. Sandler

                                           Director
----------------------------
    Robert W. Scharar

/s/ C. Harmon Williams                     Director
---------------------------
    C. Harmon Williams, Jr.
EXHIBIT INDEX
                                      TO
                      REGISTRATION STATEMENT ON FORM S-8

     Exhibit Number                             Description
     --------------                             -----------

           4.1            Restated Articles of Incorporation of United Dominion,
                          dated January 21, 1999 (filed as Exhibit 4(a) (ii) to
                          the Company's Form S-3 Registration Statement, filed
                          with the Commission on February 24, 1999 (File No.
                          333-72885), and incorporated by reference herein).

           4.2            Restated  Bylaws of the Company (filed as Exhibit 3(b)
                          to the  Company's  Annual  Report on Form 10-K for the
                          year ended December 31, 1998 (File No.  1-10524),  and
                          incorporated by reference herein)

           4.3            Specimen  United  Dominion  common  stock  certificate
                          (filed as  Exhibit  4(i) to United  Dominion's  Annual
                          Report on Form 10-K for the year  ended  December  31,
                          1993 (File No. 1-10524), and incorporated by reference
                          herein)

           4.4            Rights Agreement dated as of January 27, 1998, between
                          United Dominion and ChaseMellon  Shareholder Services,
                          L.L.C.,  as Rights Agent (filed as Exhibit 1 to United
                          Dominion's  Form  8-A  Registration   Statement  dated
                          February 4, 1998 (File No.  1-10524) and  incorporated
                          by reference herein)

           4.5            Form of Rights Certificate (included in Exhibit 4.4)

           4.6            Loan Agreement  dated as of November 7, 1993,  between
                          United  Dominion  and Aid  Association  for  Lutherans
                          (filed as Exhibit  6(c)(1) to United  Dominion's  Form
                          8-A Registration  Statement dated April 19, 1990 (File
                          No. 10524), and incorporated by reference herein)

           4.7            Note Purchase  Agreement dated as of January 15, 1993,
                          between   United   Dominion  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   (filed  as   Exhibit   6(c)(5)  to  United
                          Dominion's Form 8-A Registration Statement dated April
                          19,  1990  (File No.  1-10524),  and  incorporated  by
                          reference herein)

           5.1            Opinion of Hunton & Williams

          23.1            Consent of Hunton & Williams (included in Exhibit 5)

          23.2            Consent of Ernst & Young LLP

          23.3            Consent of L.P. Martin & Company, L.P.

          23.4            Consent of Deloitte & Touche LLP

          23.5            Consent of Arthur Andersen LLP

          24.1            Power of Attorney (included on signature page)

          99.1            United  Dominion Realty Trust, Inc. 1999 Long-Term
                          Incentive Plan