As filed with the Securities and Exchange Commission on August 4, 1997
                                                  Registration No. 333-
-------------------------------------------------------------------------------
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                       UNITED DOMINION REALTY TRUST, INC.
               (Exact name of registrant as specified in charter)


              Virginia                                54-0857512
   (State or other jurisdiction of      (I.R.S. employer identification number)
   incorporation or organization)

                              10 South 6th Street
                         Richmond, Virginia 23219-3802
          (Address of principal executive office, including zip code)

                       UNITED DOMINION REALTY TRUST, INC.
                       1991 STOCK PURCHASE AND LOAN PLAN
                            (Full title of the plan)
                              --------------------

                              Katheryn E. Surface
                       Vice President and General Counsel
                       United Dominion Realty Trust, Inc.
               10 South 6th Street, Richmond, Virginia 23219-3802
                                 (804) 780-2691
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:

                           James W. Featherstone, III
                               Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                         Richmond, Virginia 23219-4074
                                 (804) 788-8267
                              --------------------

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
===================================================================================================
                                        Proposed maximum   Proposed maximum
Title of securities     Amount to be    offering price     aggregate             Amount of
 to be registered       registered      per share(1)       offering price(1)   registration fee
---------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $1.00
par value               800,000 shares  $14.21875          $11,375,000           $3,446.97
===================================================================================================
</TABLE>

         (1) Estimated solely for the purpose of calculating the registration
         fee in accordance with Rule 457(c) and (h) using the average of the
         high and low prices reported on the New York Stock Exchange on August
         1, 1997, which was $14.21875.

                  THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A
         COMBINED PROSPECTUS RELATING ALSO TO REGISTRATION STATEMENT NO.
         33-48000. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE
         AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-47926 AND SUCH
         POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY
         WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE
         WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933. THIS REGISTRATION
         STATEMENT AND THE REGISTRATION STATEMENT AMENDED HEREBY ARE
         COLLECTIVELY REFERRED TO HEREIN AS THE "REGISTRATION STATEMENT."


<PAGE>


                       United Dominion Realty Trust, Inc.

         This Registration Statement relates to the registration of 800,000
additional shares of Common Stock of United Dominion Realty Trust, Inc. (the
"Company") to be issued pursuant to the United Dominion Realty Trust, Inc. 1991
Stock Purchase and Loan Plan (the "Plan"). The Company previously registered
300,000 shares of Common Stock in connection with the Plan on its Registration
Statement on Form S-8 (Registration No. 33-48000) (the "Related Registration
Statement").

         The contents of Registration Statement File No. 33-48000 are hereby
incorporated by reference.

         Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus related to the shares of Common Stock registered pursuant to this
Registration Statement also relates to the shares of Common Stock registered
pursuant to the Related Registration Statement.

<PAGE>



P R O S P E C T U S

                                 426,250 Shares

                       United Dominion Realty Trust, Inc.

                                  Common Stock

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

         This Prospectus relates to 426,250 shares (the "Shares") of Common
Stock, $1.00 par value (the "Common Stock"), of United Dominion Realty Trust,
Inc. (the "Company"), which may be offered by certain of the shareholders of the
Company (the "Selling Shareholders") from time to time in transactions on the
New York Stock Exchange (the "NYSE"), in privately negotiated transactions,
through the writing of options on the Shares, or a combination of such methods
of sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). See "The Selling Shareholders" and "Plan of
Distribution."

         None of the proceeds of sale of the Shares will be received by the
Company. The Company will bear certain expenses (estimated at $30,946.97) in
connection with the registration of the Shares under the Securities Act of 1933,
as amended (the "Securities Act"), and the sale of the Shares by the Selling
Shareholders.

         The Common Stock is listed on the NYSE under the symbol "UDR." On
August 1, 1997, the last reported sale price of the Common Stock was $14.25 per
share.

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

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                   OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.

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

                 The date of this Prospectus is August 4, 1997.

<PAGE>


                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files, reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its Regional Offices located at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661 and Suite 1300, 7 World Trade Center, New York, New York 10048,
and can also be inspected and copied at the offices of the NYSE at 20 Broad
Street, New York, New York 10005. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D. C. 20549, upon payment of the prescribed fees. The Commission
maintains a web site that contains reports, proxy and information statements,
and other information regarding the Company and other registrants that have been
filed electronically with the Commission. The address of such site is
http://www.sec.gov.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents (File No. 1-10524) filed by the Company with
the Commission under the Exchange Act are hereby incorporated by reference in
this Prospectus: (i) the Company's annual report on Form 10-K for the year ended
December 31, 1996, filed on March 31, 1997; (ii) the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1997, filed on May 15, 1997; (iii)
the Company's current report on Form 8-K dated August 15, 1996, filed on August
30, 1996; (iv) the Company's current report on Form 8-K dated October 31, 1996,
filed on November 15, 1996; (v) the Company's current report on Form 8-K dated
December 31, 1996, filed on January 15, 1997, including the Company's Form 8-K/A
No. 1 filed on March 17, 1997; (vi) the Company's current report on Form 8-K
dated January 21, 1997, filed on January 21, 1997; (vii) the Company's current
report on Form 8-K dated July 1, 1997, filed on July 15, 1997; and (viii) the
description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A dated April 19, 1990, filed under the
Exchange Act, including any amendment or reports filed for the purpose of
updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference herein.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, 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 Prospectus.

         The Company will provide on request and without charge to each person
to whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference or deemed incorporated by reference in this
Prospectus. Requests for such copies should be directed to United Dominion
Realty Trust, Inc., 10 South 6th Street, Richmond, Virginia 23219-3802,
Attention: Investor Relations (telephone 804/780-2691).

                                  THE COMPANY

         The Company, founded in 1972, is a self-administered equity real estate
trust ("REIT") whose business is devoted to one industry segment, the ownership
and operation of apartment communities across the Sunbelt. At July 25, 1997, the
Company owned 60,429 completed apartment homes in 223 apartment communities and
had 1,176 apartment homes under development. In terms of number of apartment
homes owned, the Company is the largest apartment REIT operating in the Sunbelt
from Delaware to Nevada and the second largest apartment REIT nationwide. The
Company has paid quarterly dividends to its shareholders continuously since its
first full year and has increased Common Stock distributions each year during
the past 21 years.

                                       1

<PAGE>


         The Company's principal executive offices are located at 10 South 6th
Street, Richmond, Virginia 23219- 3802, and its telephone number is (804)
780-2691.

                            THE SELLING SHAREHOLDERS

         Certain information regarding the Selling Shareholders appears in the
table below. The Shares being offered by each Selling Shareholder are all the
shares of Common Stock purchased by such Selling Shareholder pursuant to the
Company's 1991 Stock Purchase and Loan Plan (the "Plan"). Under the Plan,
certain officers and key employees may purchase Common Stock at the then-current
market price with financing provided by the Company in the form of a full
recourse note to the borrower and his or her spouse, if applicable. No Selling
Shareholder owns one percent or more of the outstanding Common Stock.


<TABLE>
<CAPTION>


                                              TOTAL NUMBER OF SHARES

                                                   Shares of Common                        Number of Shares
                                                   Stock Owned Prior   Number of Shares       Owned After
Selling Shareholder   Relationship with Company   to the Offering*     Being Offered   Completion of Offering*
-------------------   -------------------------   -----------------   ---------------- ---------------------
<S> <C>
John P. McCann        Chief Executive Officer and        378,008            150,000             228,008
                      Chairman of the Board

James Dolphin         Executive Vice President,          144,910             72,500              72,410
                      Chief Financial Officer and
                      Director

John S. Schneider     Executive Vice President and       572,802             10,000             562,802
                      Vice Chairman of the Board

Richard A. Giannotti  Senior Vice President and           66,446             51,250              15,196
                      Director of Acquisitions and
                      Development-Eastern Division

Barry M. Kornblau     Senior Vice President and          263,060             60,000             203,060
                      Director

Robert F. Sherman     Senior Vice President and          182,347             10,000             172,347
                      Director of Apartment
                      Operations-Western Division

Jerry A. Davis        Vice President and Corporate        52,500             47,500               5,000
                      Controller

Katheryn E. Surface   Vice President, General             26,300             25,000               1,300
                      Counsel and Corporate
                      Secretary

                                                       ---------           --------           ---------
Total                                                  1,686,373            426,250           1,260,123
                                                       =========           ========           =========
</TABLE>
-------------------------------------------------

*        Includes shares deemed to be beneficially owned by certain Selling
         Shareholders under applicable rules of the Commission, beneficial
         ownership of which is in certain cases disclaimed.

                                       2

<PAGE>


                              PLAN OF DISTRIBUTION

         The Company has been advised that the Selling Shareholders may sell
Shares from time to time in transactions on the NYSE or in privately negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions).

         The Selling Shareholders and any broker-dealers who act in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act and any commissions received by them and
profit on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

<PAGE>


         The Company will pay all expenses of registration of the Shares under
the Securities Act (estimated at $30,946.97) for sale by the Selling
Shareholders, other than fees and expenses of counsel or other advisers to any
Selling Shareholder, expenses (including counsel fees) of any broker or
underwriter, and any discount or commission payable to any broker or underwriter
in connection with the sale of any Shares.


                                 LEGAL MATTERS

         The legality of the Shares will be passed upon for the Company by
Hunton & Williams, Richmond, Virginia.


                                    EXPERTS

         The consolidated financial statements and schedule of the Company
appearing in the annual report (Form 10-K) of United Dominion Realty Trust, Inc.
for the year ended December 31, 1996 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

         The consolidated financial statements of South West Property Trust Inc.
at December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996, appearing in the Company's current report on Form 8-K
dated December 31, 1996, incorporated herein by reference, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

         The statements of rental operations of Steeplechase Apartments and
Westland Park Apartments, included in the Company's current report on Form 8-K,
dated October 31, 1996, incorporated herein by reference, have been incorporated
herein in reliance upon the reports respectively dated June 20, 1996 and June
18, 1996 of L.P. Martin & Company, P.C., independent auditors, also incorporated
herein by reference, and upon the authority of such firm as experts in
accounting and auditing.

         The combined statement of rental operations of the Properties, included
in the Company's Current Report on Form 8-K, dated August 15, 1996, incorporated
herein by reference, has been incorporated herein in reliance upon the report
dated May 16, 1996, of Dixon, Odom & Co., L.L.P., independent public
accountants, also incorporated herein by reference, and upon the authority of
such firm as experts in accounting and auditing.

                                       3

<PAGE>

No one has been authorized to give any information or to make any
representations not contained in this Prospectus regarding the Company or the
offering made hereby and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  This
Prospectus does not constitute an offer to sell, or solicitation of an offer to
buy, any securities other than those to which it relates, nor does it constitute
an offer to or solicitation of any person in any jurisdiction in which such
offer or solicitation would be unlawful.  Neither the delivery of this
Prospectus at any time nor any sale made hereunder shall, under any circum-
stances, create any implication that there has been no change in the affairs of
the Company since the date hereof or that the information contained herein is
correct at any time subsequent to the date hereof.


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


                               TABLE OF CONTENTS

                                                  Page

Available Information............................   1

Incorporation of Certain
Documents by Reference...........................   1

The Company......................................   1

The Selling Shareholders.........................   2

Plan of Distribution.............................   3

Legal Matters....................................   3

Experts..........................................   3


                                 426,250 SHARES


                             UNITED DOMINION REALTY
                                  TRUST, INC.

                                  Common Stock

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

                                   PROSPECTUS


                                 August 4, 1997



<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The following documents (File No. 1-10524) filed by the Company with the
Commission under the Exchange Act are hereby incorporated by reference in this
Prospectus: (i) the Company's annual report on Form 10-K for the year ended
December 31, 1996, filed on March 31, 1997; (ii) the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1997, filed on May 15, 1997; (iii)
the Company's current report on Form 8-K dated August 15, 1996, filed on August
30, 1996; (iv) the Company's current report on Form 8-K dated October 31, 1996,
filed on November 15, 1996; (v) the Company's current report on Form 8-K dated
December 31, 1996, filed on January 15, 1997, including the Company's Form 8-K/A
No. 1 filed on March 17, 1997; (vi) the Company's current report on Form 8-K
dated January 21, 1997, filed on January 21, 1997; (vii) the Company's current
report on Form 8-K dated July 1, 1997, filed on July 15, 1997; and (viii) the
description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A dated April 19, 1990, filed under the
Exchange Act, including any amendment or reports filed for the purpose of
updating such description.

       All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference herein.

       Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein, 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 Prospectus.

       The Company will provide on request and without charge to each person to
whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference or deemed incorporated by reference in this
Prospectus. Requests for such copies should be directed to United Dominion
Realty Trust, Inc., 10 South 6th Street, Richmond, Virginia 23219-3802,
Attention: Investor Relations (telephone 804/780-2691).

                                       II-1

<PAGE>


Item 8.  Exhibits.

         4(a)     --       Restated Articles of Incorporation of the Company
                           (filed as Exhibit 4(i)(c) to the Company's Form S-3
                           Registration Statement (registration No. 33-64275)
                           filed with the Commission on November 15, 1995, and
                           incorporated by reference herein)

         4(b)     --       Amendment to Restated Articles of Incorporation of
                           the Company (filed as Exhibit 6(a)(4) to the
                           Company's Form 8-A registration statements dated
                           April 19, 1990 and April 24, 1995 (File No. 1-10524),
                           and incorporated by reference herein)

         4(c)     --       Amendment to the Restated Articles of Incorporation
                           of the Company (filed as Exhibit I(c) to the
                           Company's Form 8-A registration statement dated June
                           11, 1997 (File No. 1- 10524), and incorporated by
                           reference herein)

         4(d)     --       Restated Bylaws of the Company (filed as Exhibit 3(b)
                           to the Company's quarterly report on Form 10-Q for
                           the quarter ended March 31, 1997 (File No. 1-10524),
                           and incorporated by reference herein)

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

         4(f)     --       Note Purchase Agreement dated as of January 15, 1993,
                           between the Company 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 the Company's Form 8-A
                           Registration Statement dated April 19, 1990 (File No.
                           1-10524), and incorporated by reference herein)

         4(g)     --       Credit Agreement dated as of December 15, 1994,
                           between the Company and First Union National Bank of
                           Virginia (filed as Exhibit 6(c)(6) to the Company's
                           Form 8-A Registration Statement dated April 19, 1990
                           (File No. 1-10524), and incorporated by reference
                           herein)

         5        --       Opinion of Hunton & Williams

         23(a)    --       Consent of Ernst & Young, Richmond, Virginia

         23(b)    --       Consent of Ernst & Young, Dallas, Texas

         23(c)    --       Consent of L. P. Martin & Company, P.C.

         23(d)    --       Consent of Dixon, Odom & Co., L.L.P.

         23(e)    --       Consent of Hunton & Williams (included in Exhibit 5)

         25       --       Power of Attorney (included on signature page)


                                      II-2

<PAGE>


                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 August 4,
1997.

                                       UNITED DOMINION REALTY TRUST, INC.

                                       By: /s/John P. McCann
                                          -------------------------------------
                                              John P. McCann
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

       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 August 4, 1997. Each of the undersigned officers and
directors of the registrant hereby constitutes John P. McCann, James Dolphin and
Katheryn E. Surface, any of whom may act, his true and lawful attorneys-in-fact
with full power to sign for him and in his name in the capacities indicated
below and to file any and all amendments to the registration statement filed
herewith, making such changes in the registration statement as the registrant
deems appropriate, and generally to do all such things in his name and behalf in
his capacity as an officer and director to enable the registrant to comply with
the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission.




        Signature                            Title & Capacity
        ---------                            ----------------

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


       /s/ James Dolphin*             Executive Vice President, Chief Financial
       ------------------             Officer (Principal Financial Officer) and
       James Dolphin                  Director


       /s/ Jerry A. Davis*            Vice President and Corporate Controller
       -------------------            (Principal Accounting Officer)
       Jerry A. Davis


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


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


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


       /s/John C. Lanford*            Director
       -------------------
       John C. Lanford

                                       II-3


<PAGE>



       /s/H. Franklin Minor*          Director
       ---------------------
       H. Franklin Minor


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


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


       /s/Robert W. Scharar*          Director
       ---------------------
       Robert W. Scharar


       /s/ John S. Schneider*         Director
       ----------------------
       John S. Schneider


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


By: /s/ John P. McCann
   ------------------------------------------
   John P. McCann
   (Attorney-in-Fact for persons indicated)


                                       II-4


<PAGE>


                                 EXHIBIT INDEX


                                                                  Sequentially
Exhibit                    Document                               Numbered Page
-------                    --------                               -------------

   5              - Opinion of Hunton & Williams

   23(a)          - Consent of Ernst & Young, Richmond, Virginia

   23(b)          - Consent of Ernst & Young, Dallas, Texas

   23(c)          - Consent of L. P. Martin & Company, P.C.

   23(d)          - Consent of Dixon, Odom & Co., L.L.P.

   23(e)          - Consent of Hunton & Williams (included in Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "UNITED DOMINION REALTY TRUST, INC.    S-8", "secsgml_size_bytes": 31579}]
{"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": "333-32829", "film-number": "97651284"}, "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 August 4, 1997
                                                  Registration No. 333-
-------------------------------------------------------------------------------
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                       UNITED DOMINION REALTY TRUST, INC.
               (Exact name of registrant as specified in charter)

              Virginia                                54-0857512
   (State or other jurisdiction of      (I.R.S. employer identification number)
   incorporation or organization)

                              10 South 6th Street
                         Richmond, Virginia 23219-3802
          (Address of principal executive office, including zip code)

                       UNITED DOMINION REALTY TRUST, INC.
                       1991 STOCK PURCHASE AND LOAN PLAN
                            (Full title of the plan)
                              --------------------

                              Katheryn E. Surface
                       Vice President and General Counsel
                       United Dominion Realty Trust, Inc.
               10 South 6th Street, Richmond, Virginia 23219-3802
                                 (804) 780-2691
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:

                           James W. Featherstone, III
                               Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                         Richmond, Virginia 23219-4074
                                 (804) 788-8267
                              --------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================
                                        Proposed maximum   Proposed maximum
Title of securities     Amount to be    offering price     aggregate             Amount of
 to be registered       registered      per share(1)       offering price(1)   registration fee
---------------------------------------------------------------------------------------------------
Common Stock, $1.00
par value               800,000 shares  $14.21875          $11,375,000           $3,446.97
===================================================================================================
(1) Estimated solely for the purpose of calculating the registration
         fee in accordance with Rule 457(c) and (h) using the average of the
         high and low prices reported on the New York Stock Exchange on August
         1, 1997, which was $14.21875.

                  THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A
         COMBINED PROSPECTUS RELATING ALSO TO REGISTRATION STATEMENT NO.
         33-48000. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE
         AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-47926 AND SUCH
         POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY
         WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE
         WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933. THIS REGISTRATION
         STATEMENT AND THE REGISTRATION STATEMENT AMENDED HEREBY ARE
         COLLECTIVELY REFERRED TO HEREIN AS THE "REGISTRATION STATEMENT."
United Dominion Realty Trust, Inc.

         This Registration Statement relates to the registration of 800,000
additional shares of Common Stock of United Dominion Realty Trust, Inc. (the
"Company") to be issued pursuant to the United Dominion Realty Trust, Inc. 1991
Stock Purchase and Loan Plan (the "Plan"). The Company previously registered
300,000 shares of Common Stock in connection with the Plan on its Registration
Statement on Form S-8 (Registration No. 33-48000) (the "Related Registration
Statement").

         The contents of Registration Statement File No. 33-48000 are hereby
incorporated by reference.

         Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus related to the shares of Common Stock registered pursuant to this
Registration Statement also relates to the shares of Common Stock registered
pursuant to the Related Registration Statement.
P R O S P E C T U S

                                 426,250 Shares

                       United Dominion Realty Trust, Inc.

                                  Common Stock

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

         This Prospectus relates to 426,250 shares (the "Shares") of Common
Stock, $1.00 par value (the "Common Stock"), of United Dominion Realty Trust,
Inc. (the "Company"), which may be offered by certain of the shareholders of the
Company (the "Selling Shareholders") from time to time in transactions on the
New York Stock Exchange (the "NYSE"), in privately negotiated transactions,
through the writing of options on the Shares, or a combination of such methods
of sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). See "The Selling Shareholders" and "Plan of
Distribution."

         None of the proceeds of sale of the Shares will be received by the
Company. The Company will bear certain expenses (estimated at $30,946.97) in
connection with the registration of the Shares under the Securities Act of 1933,
as amended (the "Securities Act"), and the sale of the Shares by the Selling
Shareholders.

         The Common Stock is listed on the NYSE under the symbol "UDR." On
August 1, 1997, the last reported sale price of the Common Stock was $14.25 per
share.

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

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                   OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.

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

                 The date of this Prospectus is August 4, 1997.
AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files, reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its Regional Offices located at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661 and Suite 1300, 7 World Trade Center, New York, New York 10048,
and can also be inspected and copied at the offices of the NYSE at 20 Broad
Street, New York, New York 10005. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D. C. 20549, upon payment of the prescribed fees. The Commission
maintains a web site that contains reports, proxy and information statements,
and other information regarding the Company and other registrants that have been
filed electronically with the Commission. The address of such site is
http://www.sec.gov.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents (File No. 1-10524) filed by the Company with
the Commission under the Exchange Act are hereby incorporated by reference in
this Prospectus: (i) the Company's annual report on Form 10-K for the year ended
December 31, 1996, filed on March 31, 1997; (ii) the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1997, filed on May 15, 1997; (iii)
the Company's current report on Form 8-K dated August 15, 1996, filed on August
30, 1996; (iv) the Company's current report on Form 8-K dated October 31, 1996,
filed on November 15, 1996; (v) the Company's current report on Form 8-K dated
December 31, 1996, filed on January 15, 1997, including the Company's Form 8-K/A
No. 1 filed on March 17, 1997; (vi) the Company's current report on Form 8-K
dated January 21, 1997, filed on January 21, 1997; (vii) the Company's current
report on Form 8-K dated July 1, 1997, filed on July 15, 1997; and (viii) the
description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A dated April 19, 1990, filed under the
Exchange Act, including any amendment or reports filed for the purpose of
updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference herein.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, 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 Prospectus.

         The Company will provide on request and without charge to each person
to whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference or deemed incorporated by reference in this
Prospectus. Requests for such copies should be directed to United Dominion
Realty Trust, Inc., 10 South 6th Street, Richmond, Virginia 23219-3802,
Attention: Investor Relations (telephone 804/780-2691).

                                  THE COMPANY

         The Company, founded in 1972, is a self-administered equity real estate
trust ("REIT") whose business is devoted to one industry segment, the ownership
and operation of apartment communities across the Sunbelt. At July 25, 1997, the
Company owned 60,429 completed apartment homes in 223 apartment communities and
had 1,176 apartment homes under development. In terms of number of apartment
homes owned, the Company is the largest apartment REIT operating in the Sunbelt
from Delaware to Nevada and the second largest apartment REIT nationwide. The
Company has paid quarterly dividends to its shareholders continuously since its
first full year and has increased Common Stock distributions each year during
the past 21 years.

                                       1
The Company's principal executive offices are located at 10 South 6th
Street, Richmond, Virginia 23219- 3802, and its telephone number is (804)
780-2691.

                            THE SELLING SHAREHOLDERS

         Certain information regarding the Selling Shareholders appears in the
table below. The Shares being offered by each Selling Shareholder are all the
shares of Common Stock purchased by such Selling Shareholder pursuant to the
Company's 1991 Stock Purchase and Loan Plan (the "Plan"). Under the Plan,
certain officers and key employees may purchase Common Stock at the then-current
market price with financing provided by the Company in the form of a full
recourse note to the borrower and his or her spouse, if applicable. No Selling
Shareholder owns one percent or more of the outstanding Common Stock.
TOTAL NUMBER OF SHARES

                                                   Shares of Common                        Number of Shares
                                                   Stock Owned Prior   Number of Shares       Owned After
Selling Shareholder   Relationship with Company   to the Offering*     Being Offered   Completion of Offering*
-------------------   -------------------------   -----------------   ---------------- ---------------------
John P. McCann        Chief Executive Officer and        378,008            150,000             228,008
                      Chairman of the Board

James Dolphin         Executive Vice President,          144,910             72,500              72,410
                      Chief Financial Officer and
                      Director

John S. Schneider     Executive Vice President and       572,802             10,000             562,802
                      Vice Chairman of the Board

Richard A. Giannotti  Senior Vice President and           66,446             51,250              15,196
                      Director of Acquisitions and
                      Development-Eastern Division

Barry M. Kornblau     Senior Vice President and          263,060             60,000             203,060
                      Director

Robert F. Sherman     Senior Vice President and          182,347             10,000             172,347
                      Director of Apartment
                      Operations-Western Division

Jerry A. Davis        Vice President and Corporate        52,500             47,500               5,000
                      Controller

Katheryn E. Surface   Vice President, General             26,300             25,000               1,300
                      Counsel and Corporate
                      Secretary

                                                       ---------           --------           ---------
Total                                                  1,686,373            426,250           1,260,123
                                                       =========           ========           =========
-------------------------------------------------

*        Includes shares deemed to be beneficially owned by certain Selling
         Shareholders under applicable rules of the Commission, beneficial
         ownership of which is in certain cases disclaimed.

                                       2
PLAN OF DISTRIBUTION

         The Company has been advised that the Selling Shareholders may sell
Shares from time to time in transactions on the NYSE or in privately negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions).

         The Selling Shareholders and any broker-dealers who act in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act and any commissions received by them and
profit on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company will pay all expenses of registration of the Shares under
the Securities Act (estimated at $30,946.97) for sale by the Selling
Shareholders, other than fees and expenses of counsel or other advisers to any
Selling Shareholder, expenses (including counsel fees) of any broker or
underwriter, and any discount or commission payable to any broker or underwriter
in connection with the sale of any Shares.

                                 LEGAL MATTERS

         The legality of the Shares will be passed upon for the Company by
Hunton & Williams, Richmond, Virginia.

                                    EXPERTS

         The consolidated financial statements and schedule of the Company
appearing in the annual report (Form 10-K) of United Dominion Realty Trust, Inc.
for the year ended December 31, 1996 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

         The consolidated financial statements of South West Property Trust Inc.
at December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996, appearing in the Company's current report on Form 8-K
dated December 31, 1996, incorporated herein by reference, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

         The statements of rental operations of Steeplechase Apartments and
Westland Park Apartments, included in the Company's current report on Form 8-K,
dated October 31, 1996, incorporated herein by reference, have been incorporated
herein in reliance upon the reports respectively dated June 20, 1996 and June
18, 1996 of L.P. Martin & Company, P.C., independent auditors, also incorporated
herein by reference, and upon the authority of such firm as experts in
accounting and auditing.

         The combined statement of rental operations of the Properties, included
in the Company's Current Report on Form 8-K, dated August 15, 1996, incorporated
herein by reference, has been incorporated herein in reliance upon the report
dated May 16, 1996, of Dixon, Odom & Co., L.L.P., independent public
accountants, also incorporated herein by reference, and upon the authority of
such firm as experts in accounting and auditing.

                                       3
No one has been authorized to give any information or to make any
representations not contained in this Prospectus regarding the Company or the
offering made hereby and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  This
Prospectus does not constitute an offer to sell, or solicitation of an offer to
buy, any securities other than those to which it relates, nor does it constitute
an offer to or solicitation of any person in any jurisdiction in which such
offer or solicitation would be unlawful.  Neither the delivery of this
Prospectus at any time nor any sale made hereunder shall, under any circum-
stances, create any implication that there has been no change in the affairs of
the Company since the date hereof or that the information contained herein is
correct at any time subsequent to the date hereof.

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

                               TABLE OF CONTENTS

                                                  Page

Available Information............................   1

Incorporation of Certain
Documents by Reference...........................   1

The Company......................................   1

The Selling Shareholders.........................   2

Plan of Distribution.............................   3

Legal Matters....................................   3

Experts..........................................   3

                                 426,250 SHARES

                             UNITED DOMINION REALTY
                                  TRUST, INC.

                                  Common Stock

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

                                   PROSPECTUS

                                 August 4, 1997
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The following documents (File No. 1-10524) filed by the Company with the
Commission under the Exchange Act are hereby incorporated by reference in this
Prospectus: (i) the Company's annual report on Form 10-K for the year ended
December 31, 1996, filed on March 31, 1997; (ii) the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1997, filed on May 15, 1997; (iii)
the Company's current report on Form 8-K dated August 15, 1996, filed on August
30, 1996; (iv) the Company's current report on Form 8-K dated October 31, 1996,
filed on November 15, 1996; (v) the Company's current report on Form 8-K dated
December 31, 1996, filed on January 15, 1997, including the Company's Form 8-K/A
No. 1 filed on March 17, 1997; (vi) the Company's current report on Form 8-K
dated January 21, 1997, filed on January 21, 1997; (vii) the Company's current
report on Form 8-K dated July 1, 1997, filed on July 15, 1997; and (viii) the
description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A dated April 19, 1990, filed under the
Exchange Act, including any amendment or reports filed for the purpose of
updating such description.

       All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference herein.

       Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein, 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 Prospectus.

       The Company will provide on request and without charge to each person to
whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference or deemed incorporated by reference in this
Prospectus. Requests for such copies should be directed to United Dominion
Realty Trust, Inc., 10 South 6th Street, Richmond, Virginia 23219-3802,
Attention: Investor Relations (telephone 804/780-2691).

                                       II-1
Item 8.  Exhibits.

         4(a)     --       Restated Articles of Incorporation of the Company
                           (filed as Exhibit 4(i)(c) to the Company's Form S-3
                           Registration Statement (registration No. 33-64275)
                           filed with the Commission on November 15, 1995, and
                           incorporated by reference herein)

         4(b)     --       Amendment to Restated Articles of Incorporation of
                           the Company (filed as Exhibit 6(a)(4) to the
                           Company's Form 8-A registration statements dated
                           April 19, 1990 and April 24, 1995 (File No. 1-10524),
                           and incorporated by reference herein)

         4(c)     --       Amendment to the Restated Articles of Incorporation
                           of the Company (filed as Exhibit I(c) to the
                           Company's Form 8-A registration statement dated June
                           11, 1997 (File No. 1- 10524), and incorporated by
                           reference herein)

         4(d)     --       Restated Bylaws of the Company (filed as Exhibit 3(b)
                           to the Company's quarterly report on Form 10-Q for
                           the quarter ended March 31, 1997 (File No. 1-10524),
                           and incorporated by reference herein)

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

         4(f)     --       Note Purchase Agreement dated as of January 15, 1993,
                           between the Company 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 the Company's Form 8-A
                           Registration Statement dated April 19, 1990 (File No.
                           1-10524), and incorporated by reference herein)

         4(g)     --       Credit Agreement dated as of December 15, 1994,
                           between the Company and First Union National Bank of
                           Virginia (filed as Exhibit 6(c)(6) to the Company's
                           Form 8-A Registration Statement dated April 19, 1990
                           (File No. 1-10524), and incorporated by reference
                           herein)

         5        --       Opinion of Hunton & Williams

         23(a)    --       Consent of Ernst & Young, Richmond, Virginia

         23(b)    --       Consent of Ernst & Young, Dallas, Texas

         23(c)    --       Consent of L. P. Martin & Company, P.C.

         23(d)    --       Consent of Dixon, Odom & Co., L.L.P.

         23(e)    --       Consent of Hunton & Williams (included in Exhibit 5)

         25       --       Power of Attorney (included on signature page)

                                      II-2
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 August 4,
1997.

                                       UNITED DOMINION REALTY TRUST, INC.

                                       By: /s/John P. McCann
                                          -------------------------------------
                                              John P. McCann
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

       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 August 4, 1997. Each of the undersigned officers and
directors of the registrant hereby constitutes John P. McCann, James Dolphin and
Katheryn E. Surface, any of whom may act, his true and lawful attorneys-in-fact
with full power to sign for him and in his name in the capacities indicated
below and to file any and all amendments to the registration statement filed
herewith, making such changes in the registration statement as the registrant
deems appropriate, and generally to do all such things in his name and behalf in
his capacity as an officer and director to enable the registrant to comply with
the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission.

        Signature                            Title & Capacity
        ---------                            ----------------

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

       /s/ James Dolphin*             Executive Vice President, Chief Financial
       ------------------             Officer (Principal Financial Officer) and
       James Dolphin                  Director

       /s/ Jerry A. Davis*            Vice President and Corporate Controller
       -------------------            (Principal Accounting Officer)
       Jerry A. Davis

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

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

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

       /s/John C. Lanford*            Director
       -------------------
       John C. Lanford

                                       II-3
/s/H. Franklin Minor*          Director
       ---------------------
       H. Franklin Minor

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

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

       /s/Robert W. Scharar*          Director
       ---------------------
       Robert W. Scharar

       /s/ John S. Schneider*         Director
       ----------------------
       John S. Schneider

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

By: /s/ John P. McCann
   ------------------------------------------
   John P. McCann
   (Attorney-in-Fact for persons indicated)

                                       II-4
EXHIBIT INDEX

                                                                  Sequentially
Exhibit                    Document                               Numbered Page
-------                    --------                               -------------

   5              - Opinion of Hunton & Williams

   23(a)          - Consent of Ernst & Young, Richmond, Virginia

   23(b)          - Consent of Ernst & Young, Dallas, Texas

   23(c)          - Consent of L. P. Martin & Company, P.C.

   23(d)          - Consent of Dixon, Odom & Co., L.L.P.

   23(e)          - Consent of Hunton & Williams (included in Exhibit 5)