UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2003
                                                                                                         OR
[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

For the transition period from _______ to _______

Commission file number: 1-12110

CAMDEN PROPERTY TRUST
(Exact Name of Registrant as Specified in its Charter)

Texas
(State of Other Jurisdiction of
Incorporation or Organization)
3 Greenway Plaza, Suite 1300
Houston, Texas
(Address of Principle Executive Offices)

76-6088377
(I.R.S. Employer
Identification No.)

77046
(Zip Code)

Registrant’s telephone number, including area code: (713) 354-2500

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

Title of each class		Name of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes X No ___

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes X No ___

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $1,341,852,441 based on a June 30, 2003 share price of $34.95.

The number of common shares of beneficial interest outstanding at March 10, 2004 was 39,775,100.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2003 are incorporated by reference in Parts I, II and IV.

Portions of the registrant’s Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 5, 2004 are incorporated by reference in Part III.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 2.	Properties	6
Item 3.	Legal Proceedings	10
Item 4.	Submission of Matters to a Vote of Security Holders	11

PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	11
Item 6.	Selected Financial Data	11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 8.	Financial Statements and Supplementary Data	11
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9a.	Controls and Procedures	11

PART III
Item 10.	Directors and Executive Officers of the Registrant	11
Item 11.	Executive Compensation	12
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12
Item 13.	Certain Relationships and Related Transactions	12
Item 14.	Principal Accountant Fees and Service	12
Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	12

SIGNATURES		18

PART I

Item 1. Business

Introduction

Camden Property Trust is a real estate investment trust organized on May 25, 1993 and, with our subsidiaries, reports as a single business segment. We are one of the largest real estate investment trusts in the nation with operations related to the ownership, development, construction and management of multifamily apartment communities in ten states. As of December 31, 2003, we owned interests in, operated or were developing 146 properties containing 52,346 apartment homes geographically dispersed in the Sunbelt and Midwestern markets, from Florida to California. Two of our newly developed multifamily properties containing 786 apartment homes were in lease-up at year end. Two of our multifamily properties containing 1,002 apartment homes were under development at December 31, 2003, including 464 apartment homes owned through a joint venture. We also have several sites that we intend to develop into multifamily apartment communities.

2003 Operating Results

Our 2003 results reflect the difficult operating fundamentals in our industry, including an oversupply of multifamily housing; low interest rates on mortgage debt, which continue to make home purchases attractive; and a slow economic recovery. During 2003, apartment turnover due to home purchases was at the highest level in our history. Despite these challenges, overall occupancy in our portfolio increased during 2003. The increase in occupancy was achieved in part by offering higher concessions in many of our markets. As a result, we experienced a 1.3% decline in revenues from our same-store communities during the year. Total revenues for 2003 increased slightly as income from newly developed communities offset the decline in revenues from our same-store communities and 2002 dispositions.

We continued to focus on expense control in 2003. Expenses at our same-store communities increased 4.7% during 2003, after increasing only 1.1% in 2002. The increase in 2003 expenses was driven by increases in property insurance expense, real estate taxes, repair and maintenance costs and normal increases in employee related expenses. We were able to take advantage of the lower interest rate environment in 2003, and these savings should continue, as we replace maturing debt with new lower cost debt.

Although we expect 2004 to remain a challenging economic environment, we believe we are well positioned for growth. Our average borrowing costs should continue to decline as a result of the replacement of higher priced maturing debt. Additionally, our operating results should be positively impacted by the increase in the occupancy levels of our portfolio, and increases in contributions from our California and Houston development properties.

At December 31, 2003, we had 1,714 employees. Our headquarters are located at 3 Greenway Plaza, Suite 1300, Houston, Texas 77046 and our telephone number is (713) 354-2500.

Operating Strategy

We believe that producing consistent earnings growth and selectively investing in favorable markets are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies in our efforts to produce consistent earnings growth.

New Development and Acquisitions . We believe we are well positioned in our current markets and have the expertise to take advantage of both development and acquisition opportunities in certain markets that have healthy long-term fundamentals and strong growth projections. This capability, combined with what we believe is a conservative financial structure, allows us to concentrate our growth efforts towards selective development alternatives and acquisition opportunities. These abilities are key to our strategy of having a geographically and physically diverse pool of assets, which will meet the needs of our residents. We believe that the physical improvements we have made at our acquired properties, such as new or enhanced landscaping design, new or upgraded amenities and redesigned building structures, coupled with a strong focus on property management, branding and marketing, have resulted in attractive yields on acquired properties.

We expect that selective development of new apartment properties will continue to be important to the growth of our portfolio for the next several years. We use experienced on-site construction superintendents, operating under the supervision of project managers and senior management, to control the construction process. All

development decisions are made from our corporate office. Risks inherent to developing real estate include zoning changes and environmental matters. There is also the risk that certain assumptions concerning economic conditions may change during the development process. We believe we understand and effectively manage the risks associated with development, and the risks of new development are justified by higher potential yields.

Sophisticated Property Management . We believe the depth of our organization enables us to deliver quality services, thereby promoting resident satisfaction and improving resident retention, which should reduce operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on-site personnel are trained to deliver high quality services to their residents. We attempt to motivate our on-site employees through incentive compensation arrangements based upon the net operating income produced at their property, rental rate increases and the level of lease renewals achieved. Property net operating income represents total property revenues less total property expenses.

Operating Strategies . We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels and controlling operating costs comprise our principal strategies to maximize property net operating income. Lease terms are generally staggered based on vacancy exposure by apartment type so that lease expirations are better matched to each property’s seasonal rental patterns. We generally offer leases ranging from six to thirteen months, with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to ensure we respond timely to residents’ changing needs and to ensure that residents retain a high level of satisfaction.

Branding. We have implemented our strategic brand initiative, and each of our communities now carries the Camden flagship name. Our brand promise of “Living Excellence” reinforces our reputation as an organization that promises excellence everywhere our customers look. This initiative was undertaken with the goal of reinforcing our reputation as a provider of high quality apartment home living. These actions were designed to leverage our brand to increase market awareness and define who and what we are to our current and prospective residents. We believe the successful implementation of our brand initiative will continue to generate long-term value for us and our shareholders.

Dispositions. We continue to operate in markets where we have a concentration advantage due to economies of scale. We feel that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing several properties in the same market. However, in order to generate consistent earnings growth, we intend to selectively dispose of properties and redeploy capital if we determine a property cannot meet long-term earnings growth expectations. We also intend to continue rebalancing our portfolio with the goal of limiting any one market to providing no more than 10% of total net operating income. Our strategy regarding undeveloped land sales has been to integrate the residential and retail components in such a way that enhances the quality of life for our residents.

Environmental Matters . Under various federal, state and local laws, ordinances and regulations, we are liable for the costs of removal or remediation of certain hazardous or toxic substances on or in our properties. These laws often impose liability without regard to whether we knew of, or were responsible for, the presence of the hazardous or toxic substances. All of our properties have been subjected to Phase I site assessments or similar environmental audits to determine the likelihood of contamination from either on- or off-site sources. These audits have been carried out in accordance with accepted industry practices. We have also conducted limited subsurface investigations and tested for radon and lead-based paint where such procedures have been recommended by our consultants. We cannot assure you that existing environmental studies reveal all environmental liabilities or that any prior owner did not create any material environmental condition not known to us. The costs of investigation, remediation or removal of hazardous substances may be substantial. If hazardous or toxic substances are present on a property, or if we fail to properly remediate such substances, our ability to sell or rent such property or to borrow using such property as collateral may be adversely affected.

Insurance. We carry comprehensive liability and property insurance on our properties, which we believe is of the type and amount customarily obtained on real property assets. We intend to obtain similar coverage for properties we acquire in the future. However, there are certain types of losses, generally of a catastrophic nature, such as losses from floods or earthquakes that may be subject to limitations in certain areas. We exercise our

discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed.

Markets and Competition

Our portfolio consists of middle- to upper-market apartment properties. We target acquisitions and developments in selected markets. Since our initial public offering in 1993, we have diversified into markets in the Southwest, Southeast, Midwest and Western regions of the United States. By combining acquisition, renovation and development capabilities, we believe we can better respond to changing conditions in each market, reduce market risk and take advantage of opportunities as they arise.

There are numerous housing alternatives that compete with our properties in attracting residents. Our properties compete directly with other multifamily properties and single family homes that are available for rent in the markets in which our properties are located. Our properties also compete for residents with the new and existing owned-home market. The demand for rental housing is driven by economic and demographic trends. Recent trends in the economics of renting versus home ownership indicate an increasing demand for owned housing in certain markets due to a number of factors, including the decrease in mortgage interest rates.

Disclosure Regarding Forward-Looking Statements

We have made statements in this report that are “forward-looking” in that they do not discuss historical fact, but instead note future expectations, projections, intentions or other items relating to the future. These forward-looking statements include those made in the documents incorporated by reference in this report.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results or performance to differ materially from those included in the forward-looking statements. Many of those factors are noted in conjunction with the forward-looking statements in the text. Other important factors that could cause actual results to differ include:

o		the results of our efforts to implement our property development, construction and acquisition strategies;
o		the effects of economic conditions, including rising interest rates;
o		our ability to generate sufficient cash flows;
o		the failure to qualify as a real estate investment trust;
o		the costs of our capital and debt;
o		changes in our capital requirements;
o		the actions of our competitors and our ability to respond to those actions;
o		the performance of our mezzanine financing program
o		changes in governmental regulations, tax rates and similar matters; and
o		environmental uncertainties and disasters.

Do not rely on these forward-looking statements, which only represent our estimates and assumptions as of the date of this report. We assume no obligation to update or revise any forward-looking statement.

Company Website

To view our current and periodic reports free of charge, please go to our website at www.camdenliving.com . We make these postings as soon as reasonably practicable after our filings with the SEC. Our website contains copies of our Guidelines on Governance, Code of Business Conduct and Ethics, Code of Ethical Conduct for Senior Financial Officers and the charters of each of our Audit, Compensation, Nominating and Corporate Governance Committees. This information is also available in print to any shareholder who requests it by contacting us at Camden Property Trust, 3 Greenway Plaza, Suite 1300, Houston, Texas 77046, attention: Investor Relations.

Item 2. Properties

The Properties

Our properties typically consist of two- and three-story buildings in a landscaped setting and provide residents with a variety of amenities. Most of the properties have one or more swimming pools and a clubhouse and many have whirlpool spas, tennis courts and controlled-access gates. Many of the apartment homes offer additional features such as fireplaces, vaulted ceilings, microwave ovens, covered parking, icemakers, washers and dryers and ceiling fans. The 144 properties, which we owned interests in and operated at December 31, 2003, averaged 850 square feet of living area.

Operating Properties

For the year ended December 31, 2003, no single operating property accounted for greater than 2.6% of our total revenues. The operating properties had a weighted average occupancy rate of 93% and 92% for 2003 and 2002, respectively. Resident lease terms generally range from six to thirteen months and usually require security deposits. One hundred and twenty five of our operating properties have over 200 apartment homes, with the largest having 894 apartment homes. Our operating properties have an average age of 11 years (calculated on the basis of investment dollars). Our operating properties were constructed and placed in service as follows:

Year Placed in Service		Number of Properties

1997 - 2003		29
1992 - 1996		29
1987 - 1991		28
1982 - 1986		47
Prior to 1982		11

Property Table

The following table sets forth information with respect to our operating properties at December 31, 2003.

OPERATING PROPERTIES

										December 2003 Avg. Mo. Rental Rates

Property and Location	Number of Apartments		Year Placed In Service		Average Apartment Size (Sq. Ft.)		2003 Average Occupancy (1)			Per Apartment		Per Sq. Ft.

ARIZONA
Phoenix
Camden Copper Square		332		2000		786		84.7	%	$	831	$	1.06
Camden Fountain Palms		192		1986/1996		1,050		94.8			772		0.73
Camden Legacy		428		1996		1,067		94.5			923		0.87
Camden Pecos Ranch		272		2001		924		94.1			854		0.92
Camden San Paloma		324		1993/1994		1,042		92.0			1029		0.99
Camden Sierra		288		1997		925		91.9			762		0.82
Camden Towne Center		240		1998		871		95.3			798		0.92
Camden Vista Valley		357		1986		923		95.4			728		0.79
Tucson
Camden Pass		456		1984		559		95.5			470		0.84
Camden View		365		1974		1,026		90.9			725		0.71
CALIFORNIA
Orange County
Camden Crown Valley		380		2001		1,009		94.8			1,512		1.50
Camden Martinique		714		1986		795		96.3			1,319		1.66
Camden Parkside		421		1972		835		95.9			1,187		1.42
Camden Sea Palms		138		1990		891		97.7			1,388		1.56
Camden Sierra at Otay Ranch (2)		422		2003		962		In Lease-Up			1,451		1.51
Camden Tuscany (3)		160		2003		891		96.5			1,937		2.17
Camden Vineyards (3)		264		2002		1,053		94.5			1,295		1.23
COLORADO
Denver
Camden Arbors		358		1986		810		91.9			867		1.07
Camden Caley		218		2000		925		92.0			1,006		1.09
Camden Centennial		276		1985		744		92.6			832		1.12
Camden Denver West (4)		320		1997		1,015		93.5			1,201		1.18
Camden Highlands Ridge		342		1996		1,141		94.3			1,246		1.09
Camden Interlocken		340		1999		1,022		92.7			1,262		1.23
Camden Lakeway		451		1997		919		91.5			1,085		1.18
Camden Pinnacle		224		1985		748		96.4			831		1.11
FLORIDA
Orlando
Camden Club		436		1986		1,077		91.1			885		0.82
Camden Fountains		552		1984/1986		747		93.9			631		0.84
Camden Landings		220		1983		748		95.3			674		0.90
Camden Lee Vista		492		2000		937		91.9			848		0.91
Camden Renaissance		578		1996/1998		899		94.7			814		0.90
Camden Reserve		526		1990/1991		824		91.2			749		0.91
Tampa/St. Petersburg
Camden Bay		760		1997/2001		943		92.7			883		0.94
Camden Bay Pointe		368		1984		771		93.9			684		0.89
Camden Bayside		832		1987/1989		748		92.0			733		0.98
Camden Citrus Park		247		1985		704		94.2			653		0.93
Camden Isles		484		1983/1985		722		94.3			644		0.89
Camden Lakes		688		1982/1983		728		92.7			686		0.94
Camden Lakeside		228		1986		728		94.0			693		0.95
Camden Live Oaks		770		1990		1,093		92.8			796		0.73
Camden Preserve		276		1996		942		92.0			954		1.01
Camden Providence Lakes		260		1996		1,024		95.5			837		0.82
Camden Westshore		278		1986		728		93.5			746		1.03
Camden Woods		444		1986		1,223		94.2			821		0.67
Camden Ybor City (3)		454		2002		843		93.7			906		1.08
KENTUCKY
Louisville
Camden Brookside		224		1987		732		91.8			654		0.89
Camden Downs		254		1975		682		96.4			573		0.84
Camden Meadows		400		1987/1990		746		92.1			663		0.89
Camden Oxmoor		432		2000		903		91.6			784		0.87
Camden Prospect Park		138		1990		916		91.8			757		0.83

OPERATING PROPERTIES

										December 2003 Avg. Mo. Rental Rates

Property and Location	Number of Apartments		Year Placed In Service		Average Apartment Size (Sq. Ft.)		2003 Average Occupancy (1)			Per Apartment		Per Sq. Ft.

MISSOURI
Kansas City
Camden Passage		596		1989/1997		832		94.7	%	$	750	$	0.90
St. Louis
Camden Cedar Lakes		420		1986		852		94.4			646		0.76
Camden Cove West		276		1990		828		89.1			973		1.18
Camden Cross Creek		591		1973/1980		947		91.7			850		0.90
Camden Taravue		304		1975		676		92.4			593		0.88
Camden Trace		372		1972		1,158		95.0			810		0.70
Camden Westchase		160		1986		945		93.9			954		1.01
NEVADA
Las Vegas
Camden Bel Air		528		1988/1995		943		93.7			822		0.87
Camden Breeze		320		1989		846		96.1			743		0.88
Camden Canyon		200		1995		987		95.6			812		0.82
Camden Commons		376		1988		936		94.2			828		0.88
Camden Cove		124		1990		898		95.3			752		0.84
Camden Del Mar		560		1995		986		96.7			857		0.87
Camden Fairways		320		1989		896		96.1			808		0.90
Camden Greens		432		1990		892		95.6			784		0.88
Camden Hills		184		1991		579		95.6			561		0.97
Camden Legends		113		1994		792		91.6			796		1.00
Camden Palisades		624		1991		905		93.6			820		0.91
Camden Pines		315		1997		1,005		97.6			832		0.83
Camden Pointe		252		1996		985		95.1			806		0.82
Camden Summit		234		1995		1,187		94.6			1,127		0.95
Camden Tiara		400		1996		1,043		95.6			898		0.86
Camden Vintage		368		1994		978		94.7			811		0.83
Oasis Bay (5)		128		1990		862		96.3			797		0.93
Oasis Crossings (5)		72		1996		983		97.1			794		0.81
Oasis Emerald (5)		132		1988		873		97.0			642		0.74
Oasis Gateway (5)		360		1997		1,146		94.9			873		0.76
Oasis Heritage (5)		720		1986		950		95.3			597		0.63
Oasis Island (5)		118		1990		901		94.7			662		0.73
Oasis Landing (5)		144		1990		938		98.1			724		0.77
Oasis Meadows (5)		383		1996		1,031		95.3			768		0.74
Oasis Palms (5)		208		1989		880		96.1			720		0.82
Oasis Pearl (5)		90		1989		930		91.4			743		0.80
Oasis Place (5)		240		1992		440		96.0			544		1.24
Oasis Ridge (5)		477		1984		391		92.9			454		1.16
Oasis Sands		48		1994		1,125		94.9			815		0.72
Oasis Sierra (5)		208		1998		922		96.8			814		0.88
Oasis Springs (5)		304		1988		838		95.0			630		0.75
Oasis Suites (5)		409		1988		404		78.6			523		1.30
Oasis Vinings (5)		234		1994		1,152		94.8			809		0.70
NORTH CAROLINA
Charlotte
Camden Eastchase		220		1986		698		93.4			635		0.91
Camden Forest		208		1989		703		92.9			665		0.95
Camden Habersham		240		1986		773		92.2			693		0.90
Camden Park Commons		232		1997		859		94.4			776		0.90
Camden Pinehurst		407		1967		1,147		92.4			792		0.69
Camden Timber Creek		352		1984		706		91.1			673		0.95
Greensboro
Camden Glen		304		1980		662		94.7			603		0.91
Camden Wendover		216		1985		795		94.5			671		0.84

OPERATING PROPERTIES

										December 2003 Avg. Mo. Rental Rates

Property and Location	Number of Apartments		Year Placed In Service		Average Apartment Size (Sq. Ft.)		2003 Average Occupancy (1)			Per Apartment		Per Sq. Ft.

TEXAS
Austin
Camden Briar Oaks		430		1980		711		94.6	%	$	683	$	0.96
Camden Huntingdon		398		1995		903		94.7			875		0.97
Camden Laurel Ridge		183		1986		705		94.3			690		0.98
Camden Ridge View		167		1984		859		94.2			788		0.92
Camden Ridgecrest		284		1995		851		95.1			831		0.98
Camden Woodview		283		1984		644		95.0			680		1.06
Corpus Christi
Camden Breakers		288		1996		861		96.9			801		0.92
Camden Copper Ridge		344		1986		775		97.0			671		0.87
Camden Miramar (6)		652		1994/2002		481		83.1			745		1.55
Dallas/Fort Worth
Camden Addison		456		1996		942		91.3			916		0.97
Camden Buckingham		464		1997		919		94.2			875		0.95
Camden Centreport		268		1997		910		91.8			854		0.94
Camden Cimarron		286		1992		772		87.6			847		1.10
Camden Farmers Market		620		2001		916		93.2			1,158		1.26
Camden Gardens		256		1983		652		88.9			646		0.99
Camden Glen Lakes		424		1979		877		90.0			803		0.92
Camden Highlands		160		1985		816		90.6			692		0.85
Camden Lakeview		476		1985		853		92.2			676		0.79
Camden Legacy Creek		240		1995		831		96.2			829		1.00
Camden Legacy Park		276		1996		871		94.6			849		0.97
Camden Oaks		446		1985		730		88.6			689		0.94
Camden Oasis		602		1986		548		87.0			608		1.11
Camden Place		442		1984		772		91.6			663		0.86
Camden Ridge		208		1985		829		95.2			663		0.80
Camden Springs		304		1987		713		87.6			654		0.92
Camden Terrace		340		1984		848		92.5			656		0.77
Camden Towne Village		188		1983		735		92.0			679		0.92
Camden Trails		264		1984		733		88.8			637		0.87
Camden Valley Creek		380		1984		855		94.6			718		0.84
Camden Valley Park		516		1986		743		89.8			727		0.98
Camden Valley Ridge		408		1987		773		91.3			651		0.84
Camden Westview		335		1983		697		92.0			668		0.96
Houston
Camden Baytown		272		1999		844		93.2			738		0.87
Camden Creek		456		1984		639		91.4			642		1.01
Camden Crossing		366		1982		762		92.1			633		0.83
Camden Greenway		756		1999		861		91.2			1,016		1.18
Camden Holly Springs		548		1999		934		89.7			949		1.02
Camden Midtown		337		1999		843		93.4			1,083		1.28
Camden Oak Crest (2)		364		2003		870		In Lease-Up			938		1.08
Camden Park		288		1995		866		90.5			864		1.00
Camden Steeplechase		290		1982		748		93.9			649		0.87
Camden Stonebridge		204		1993		845		91.6			843		1.00
Camden Sugar Grove		380		1997		917		88.2			878		0.96
Camden Vanderbilt		894		1996/1997		863		92.8			1,074		1.25
Camden West Oaks		671		1982		726		93.6			610		0.84
Camden Wilshire		536		1982		761		94.6			615		0.81
Camden Wyndham		448		1978/1981		797		93.7			591		0.74

Total		51,344				850		92.9	%	$	812	$	0.95

(1)	Represents average physical occupancy for the year, except as noted below.
(2)	Properties under lease-up at December 31, 2003.
(3)	Development property - average occupancy calculated from date at which occupancy exceeded 90% through year-end.
(4)	Property owned through a joint venture in which we own a 50% interest. The remaining interest is owned by an unaffiliated private investor.
(5)	Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated private pension fund.
(6)	Miramar is a student housing project for Texas A&M at Corpus Christi. Average occupancy includes summer which is normally subject to high vacancies.

Completed Properties In Lease-Up

The completed properties in lease-up table is incorporated herein by reference from page 5 of our Annual Report to Shareholders for the year ended December 31, 2003, which page is filed as Exhibit 13.1.

Development Property

The total budgeted cost of the wholly owned development property is approximately $144.5 million, with a remaining cost to complete, as of December 31, 2003, of approximately $6.0 million. There can be no assurance that our budget, leasing or occupancy estimates will be attained for the development property or its performance will be comparable to that of our existing portfolio.

Development Property Table

The development property table is incorporated herein by reference from page 5 of our Annual Report to Shareholders for the year ended December 31, 2003, which is filed as Exhibit 13.1.

Management believes that we possess the development capabilities and experience to provide a continuing source of portfolio growth. In making development decisions, management considers a number of factors, including the size of the property, projected market rents and expenses, projected local area job growth, cost of single family housing in the area and availability of land for competing development properties. In order to pursue a development opportunity, we currently require a minimum initial stabilized target return of 7% to 10%. This minimum target return is based on projected market rents and projected stabilized expenses, considering the market and the nature of the prospective development.

Item 3. Legal Proceedings

Prior to our merger with Oasis Residential, Inc. in 1998, Oasis had been contacted by certain regulatory agencies with regard to alleged failures to comply with the Fair Housing Amendments Act (the “Fair Housing Act”) as it pertained to nine properties (seven of which we currently own) constructed for first occupancy after March 31, 1991. On February 1, 1999, the Justice Department filed a lawsuit against us and several other defendants in the United States District Court for the District of Nevada alleging (1) that the design and construction of these properties violates the Fair Housing Act and (2) that we, through the merger with Oasis, had discriminated in the rental of dwellings to persons because of handicap. The complaint requests an order that (i) declares that the defendants’ policies and practices violate the Fair Housing Act; (ii) enjoins us from (a) failing or refusing, to the extent possible, to bring the dwelling units and public use and common use areas at these properties and other covered units that Oasis had designed and/or constructed into compliance with the Fair Housing Act, (b) failing or refusing to take such affirmative steps as may be necessary to restore, as nearly as possible, the alleged victims of the defendants’ alleged unlawful practices to positions they would have been in but for the discriminatory conduct, and (c) designing or constructing any covered multifamily dwellings in the future that do not contain the accessibility and adaptability features set forth in the Fair Housing Act; and requires us to pay damages, including punitive damages, and a civil penalty.

With any acquisition, we plan for and undertake renovations needed to correct deferred maintenance, life/safety and Fair Housing matters. On January 30, 2001, a consent decree was ordered and executed in the above Justice Department action. Under the terms of the decree, we were ordered to make certain retrofits and implement certain educational programs and Fair Housing advertising. These changes are to take place over five years. The costs associated with complying with the decree have been accrued for and are not material to our consolidated financial statements.

We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Information with respect to this Item 5 is incorporated herein by reference from page 48 of our Annual Report to Shareholders for the year ended December 31, 2003, which is filed as Exhibit 13.1. The number of holders of record of our common shares, $0.01 par value, as of March 10, 2004, was 1,166.

Item 6. Selected Financial Data

Information with respect to this Item 6 is incorporated herein by reference from pages 43 and 44 of our Annual Report to Shareholders for the year ended December 31, 2003, which is filed as Exhibit 13.1.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Information with respect to this Item 7 is incorporated herein by reference from pages 2 through 18 of our Annual Report to Shareholders for the year ended December 31, 2003, which is filed as Exhibit 13.1.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information with respect to this Item 7A is incorporated herein by reference from page 11 of our Annual Report to Shareholders for the year ended December 31, 2003, which is filed as Exhibit 13.1.

Item 8. Financial Statements and Supplementary Data

Our financial statements and supplementary financial information for the years ended December 31, 2003, 2002 and 2001 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 19 through 42 of our Annual Report to Shareholders for the year ended December 31, 2003, which is filed as Exhibit 13.1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2003. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2003.

There has been no change to our internal control over financial reporting during the quarter ended December 31, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2004 in connection with the Annual Meeting of Shareholders to be held May 5, 2004.

Item 11. Executive Compensation

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2004 in connection with the Annual Meeting of Shareholders to be held May 5, 2004.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2004 in connection with the Annual Meeting of Shareholders to be held May 5, 2004.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders		3,672,267	$	31.38		4,490,250
Equity compensation plans not
approved by security holders		--		--		--

Total		3,672,267	$	31.38		4,490.250

Item 13. Certain Relationships and Related Transactions

Information with respect to this Item 13 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2004 in connection with the Annual Meeting of Shareholders to be held May 5, 2004.

Item 14. Principal Accountant Fees and Services

Information with respect to this Item 14 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2004 in connection with the Annual Meeting of Shareholders to be held May 5, 2004.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	(1) Financial Statements:

Our financial statements and supplementary financial information for the years ended December 31, 2003, 2002 and 2001 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 19 through 42 of our Annual Report to the Shareholders for the year ended December 31, 2003, which pages are filed as Exhibit 13.1.

(2) Financial Statement Schedule:

The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at page F-1 is filed as part of this Report.

(3) Index to Exhibits:

Number Title

2.1

Agreement and Plan of Merger, dated December 16, 1997, among Camden Property Trust, Camden Subsidiary II, Inc. and Oasis Residential, Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed December 17, 1997 (File No. 1-12110).

2.2

Amendment No. 1, dated February 4, 1998, to the Agreement and Plan of Merger, dated December 16, 1997, among Camden Property Trust, Camden Subsidiary II, Inc. and Oasis Residential, Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed February 5, 1998 (File No. 1-12110).

2.3

Contribution Agreement, dated June 26, 1998, by and between Camden Subsidiary, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110).

2.4

Agreement of Purchase and Sale, dated June 26, 1998, by and between Camden Subsidiary, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.2 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110).

2.5

Agreement of Purchase and Sale, dated June 26, 1998, by and between NQRS, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.3 to Camden Property Trust's Form 8-K filed July 15, 1998 (Filed No. 1-12110).

3.1

Amended and Restated Declaration of Trust of Camden Property Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust’s Form 10-K for the year ended December 31, 1993 (File No. 1-12110).

3.2

Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust's Form 10-Q filed August 14, 1997 (File No. 1-12110).

3.3

Second Amended and Restated Bylaws of Camden Property Trust. Incorporated by reference from Exhibit 3.3 to Camden Property Trust's Form 10-K for the year ended December 31, 1997 (File No. 1-12110).

4.1

Specimen certificate for Common Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Registration Statement on Form S-11 filed September 15, 1993 (File No. 33-68736).

4.2

Indenture dated as of April 1, 1994 by and between Camden Property Trust and The First National Bank of Boston, as Trustee. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Registration Statement on Form S-11 filed April 12, 1994 (File No. 33-76244).

4.3

Indenture dated as of February 15, 1996 between Camden Property Trust and the U.S. Trust Company of Texas, N.A., as Trustee. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110).

4.4

First Supplemental Indenture dated as of February 15, 1996 between Camden Property Trust and U.S. Trust Company of Texas N.A., as trustee. Incorporated by reference from Exhibit 4.2 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110).

4.5

Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed December 2, 1996 (File No. 1-12110).

4.6

Form of Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and SunTrust Bank, as trustee. Incorporated by reference from Exhibit 4.1 to Camden Property Trust’s Registration Statement on Form S-3 filed February 12, 2003 (File No. 333-103119).

4.7

Registration Rights Agreement, dated as of February 23, 1999, between Camden Property Trust and the unitholders named therein. Incorporated by reference from Exhibit 99.3 to Camden Property Trust’s Form 8-K filed on March 10, 1999 (File No. 1-12110).

4.8*

Form of Amendment to Registration Rights Agreement, dated as of December 1, 2003, between Camden Property Trust and the unitholders named therein.

4.9

Form of Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust’s Form 8-K filed on March 10, 1999 (File No. 1-12110).

4.10*

Form of Amendment to Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, effective as of December 31, 2003.

4.11

Form of Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.11 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

4.12

Form of First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.12 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

4.13

Form of Second Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.13 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

4.14

Form of Camden Property Trust 7% Note due 2004. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed April 20, 1999 (File No. 1-12110).

4.15

Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed February 20, 2001 (File No. 1-12110).

4.16

Form of Camden Property Trust 7.625% Note due 2011. Incorporated by reference from Exhibit 4.4 to Camden Property Trust’s Form 8-K filed February 20, 2001 (File No. 1-12110).

4.17

Form of Camden Property Trust’s 6.75% Note due 2010. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed September 17, 2001 (Filed No. 1-12110).

4.18

Form of Camden Property Trust 5.875% Note due 2007. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed June 4, 2002 (File No. 1-12110).

4.19

Form of Camden Property Trust 5.875% Note due 2012. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed November 25, 2002 (File No. 1- 12110).

4.20

Form of Camden Property Trust 5.375% Note due 2013. Incorporated by reference from Exhibit 4.2 to Camden Property Trust's Form 8-K filed December 9, 2003 (File No. 1-12110).

10.1

Form of Indemnification Agreement by and between Camden Property Trust and certain of its trust managers and executive officers. Incorporated by reference from Exhibit 10.18 to Amendment No. 1 of Camden Property Trust's Registration Statement on Form S-11 filed July 9, 1993 (File No. 33-63588).

10.2

Second Amended and Restated Employment Agreement dated July 11, 2003 by and between Camden Property Trust and Richard J. Campo. Incorporated by reference from Exhibit 10.1 to Camden Property Trust's Form 10-Q filed August 12, 2003 (File No. 1-12110).

10.3

Second Amended and Restated Employment Agreement dated July 11, 2003 by and between Camden Property Trust and D. Keith Oden. Incorporated by reference from Exhibit 10.2 to Camden Property Trust's Form 10-Q filed August 12, 2003 (File No. 1-12110).

10.4

Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers. Incorporated by reference from Exhibit 10.13 to Camden Property Trust’s Form 10-K filed March 28, 1997 (File No. 1-12110).

10.5

Camden Property Trust Key Employee Share Option Plan. Incorporated by reference from Exhibit 10.14 to Camden Property Trust's Form 10-K filed March 28, 1997 (File No. 1-12110).

10.6

Distribution Agreement dated March 20, 1997 among Camden Property Trust and the Agents listed therein relating to the issuance of Medium Term Notes. Incorporated by reference from Exhibit 1.1 to Camden Property Trust’s Form 8-K filed March 21, 1997 (File No. 1-12110).

10.7*

Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees.

10.8*

Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers.

10.9*

Form of Master Exchange Agreement between Camden Property Trust and certain key employees.

10.10*

Form of Master Exchange Agreement between Camden Property Trust and certain trust managers.

10.11

Form of Credit Agreement dated August 15, 2002 between Camden Property Trust and Bank of America, N.A. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed August 21, 2002 (File No. 1-12110).

10.12

Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. Incorporated by reference from Exhibit 10.1 to Camden Property Trust’s Form S-4 filed on February 26, 1997 (File No. 333-22411).

10.13

Amended and Restated Limited Liability Company Agreement of Sierra-Nevada Multifamily Investments, LLC, adopted as of June 29, 1998 by Camden Subsidiary, Inc. and TMT-Nevada, L.L.C. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed July 15, 1998 (File No. 1-12110).

10.14

Amended and Restated Limited Liability Company Agreement of Oasis Martinique, LLC, dated as of October 23, 1998, by and among Oasis Residential, Inc. and the persons named therein. Incorporated by reference from Exhibit 10.59 to Oasis Residential, Inc.‘s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12428).

10.15

Exchange Agreement, dated as of October 23, 1998, by and among Oasis Residential, Inc., Oasis Martinique, LLC and the holders listed thereon. Incorporated by reference from Exhibit 10.60 to Oasis Residential, Inc.‘s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12428).

10.16

Contribution Agreement, dated as of February 23, 1999, by and among Belcrest Realty Corporation, Belair Real Estate Corporation, Camden Operating, L.P. and Camden Property Trust. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on March 10, 1999 (File No. 1-12110).

10.17

First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999. Incorporated by reference from Exhibit 99.2 to Camden Property Trust’s Form 8-K filed on March 10, 1999 (File No. 1-12110).

10.18

Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999. Incorporated by reference from Exhibit 10.15 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

10.19*

Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003.

10.20

Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999. Incorporated by reference from Exhibit 10.16 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

10.21

Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000. Incorporated by reference from Exhibit 10.17 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

10.22

Amended and Restated 1993 Share Incentive Plan of Camden Property Trust. Incorporated by reference from Exhibit 10.18 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

10.23

Camden Property Trust 1999 Employee Share Purchase Plan. Incorporated by reference from Exhibit 10.19 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

10.24

Form of Senior Executive Loan Guaranty between Camden Operating L.P., Camden USA, Inc. and Bank One, NA. Incorporated by reference from Exhibit 10.20 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110).

10.25

Amended and Restated 2002 Share Incentive Plan of Camden Property Trust. Incorporated by reference from Exhibit 10.1 to Camden Property Trust's Form 10-Q filed May 3, 2002 (File No. 1-12110).

10.26

Camden Property Trust Short Term Incentive Plan. Incorporated by reference from Exhibit 10.2 to Camden Property Trust's Form 10-Q filed May 3, 2002 (File No. 1-12110).

12.1*

Statement re Computation of Ratios

13.1*

Selected pages of the Camden Property Trust Annual Report to Shareholders for the year ended December 31, 2003.

14.1*

Form of Code of Ethical Conduct for Senior Financial Officers of Camden Property Trust.

21.1*

Subsidiaries of Camden Property Trust.

23.1*

Consent of Deloitte & Touche LLP.

24.1*

Powers of Attorney for Richard J. Campo, D. Keith Oden, Dennis M. Steen, William R. Cooper, George A. Hrdlicka, Scott S. Ingraham, Lewis A. Levey, F. Gardner Parker and Steven A. Webster.

31.1*

Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated March 12, 2004.

31.2*

Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated March 12, 2004.

32.1*

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.

_____________________

*Filed herewith.

(b)	Reports on Form 8-K

Current Report on Form 8-K, dated November 6, 2003 was filed with the Commission on November 7, 2003, contained information under Item 7 (Financial Statements, Pro Forma Financial Information and Exhibits) and Item 12 (Results of Operations and Financial Condition).

Current Report on Form 8-K, dated December 4, 2003 was filed with the Commission on December 9, 2003 contained information under Item 5 (Other Events) and Item 7 (Financial Statements, Pro Forma Financial Information and Exhibits).

SIGNATURES

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

March 12, 2004	CAMDEN PROPERTY TRUST

	By: /s/ Dennis M. Steen Dennis M. Steen Chief Financial Officer, Sr. Vice President -Finance and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated.

Name	Title	Date


*	Chairman of the Board of Trust	March 12, 2004
Richard J. Campo	Managers and Chief Executive Officer
	(Principal Executive Officer)

*	President, Chief Operating Officer and	March 12, 2004
D. Keith Oden	Trust Manager

/s/Dennis M. Steen	Chief Financial Officer, Senior Vice	March 12, 2004
Dennis M. Steen	President-Finance and Secretary
	(Principal Financial Officer)


*	Trust Manager	March 12, 2004
William R. Cooper

*	Trust Manager	March 12, 2004
George A. Hrdlicka

*	Trust Manager	March 12, 2004
Scott S. Ingraham

*	Trust Manager	March 12, 2004
Lewis A. Levey

*	Trust Manager	March 12, 2004
F. Gardner Parker

*	Trust Manager	March 12, 2004
Steven A. Webster

*By: /s/Dennis M. Steen
Dennis M. Steen Attorney-in-Fact

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements of Camden Property Trust and its subsidiaries required to be included in Item 15(a)(1) are listed below:

CAMDEN PROPERTY TRUST

	Page
Independent Auditors' Report (included herein)	F-2

Financial Statements (incorporated by reference under Item 8 of Part II from pages 19 through 42 of our Annual Report to Shareholders for the year ended December 31, 2003):

Independent Auditors’ Report
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002
     and 2001
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2003, 2002
     and 2001
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002
     and 2001
Notes to Consolidated Financial Statements

The following financial statement supplementary data of Camden Property Trust and its subsidiaries required to be included in Item 15(a)(2) is listed below:

Schedule III -- Real Estate and Accumulated Depreciation

S-1

F-1

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Camden Property Trust

We have audited the consolidated financial statements of Camden Property Trust and subsidiaries (“Camden”) as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, and have issued our report thereon dated March 9, 2004; such consolidated financial statements and report are included in your 2003 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of Camden Property Trust, listed in Item 15. This financial statement schedule is the responsibility of Camden’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Houston, Texas
March
9, 2004

F-2

Schedule III

CAMDEN PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003

(In thousands)

Description			Encumbrances		Initial Cost to Camden Property Trust				Cost Capitalized Subsequent To Acquisition Or Development		Gross Amount at Which Carried at December 31, 2003 (a)

Property Name	Location				Land		Building and Improvements				Land		Building and Improvements		Total

Apartments		TX	$	27,045	$	128,402	$	659,574	$	76,715	$	128,402	$	736,289	$	864,691
Apartments		AZ		--		27,465		172,703		10,791		27,465		183,494		210,959
Apartments		CA		47,101		79,820		316,985		10,250		79,820		327,235		407,055
Apartments		CO		30,742		21,907		164,470		7,456		21,907		171,926		193,833
Apartments		FL		14,277		59,032		411,294		36,554		59,032		447,848		506,880
Apartments		KY		17,100		5,107		66,993		5,975		5,107		72,968		78,075
Apartments		MO		43,552		18,148		120,848		16,513		18,148		137,361		155,509
Apartments		NV		39,171		48,767		314,111		19,360		48,767		333,471		382,238
Apartments		NC		12,810		11,842		75,099		13,523		11,842		88,622		100,464
Properties under Development		CA		--		37,718		71,304		--		37,718		71,304		109,022
Properties under Development		FL		--		3,331		3,804		--		3,331		3,804		7,135
Properties under Development		TX		--		48,068		24,894		--		48,068		24,894		72,962

Total			$	231,798	$	489,607	$	2,402,079	$	197,137	$	489,607	$	2,599,216	$	3,088,823

Description		Accumulated Depreciation(a)		Date Constructed Or Acquired	Depreciable Life (Years)

Property Name	Location



Apartments	TX	$	215,659	1993-2003	3 - 35
Apartments	AZ		43,833	1994-2002	3 - 35
Apartments	CA		26,967	1998-2003	3 - 35
Apartments	CO		30,954	1998-2000	3 - 35
Apartments	FL		99,272	1997-2003	3 - 35
Apartments	KY		19,654	1997-2000	3 - 35
Apartments	MO		51,543	1997	3 - 35
Apartments	NV		72,043	1998-1999	3 - 35
Apartments	NC		41,763	1997	3 - 35
Properties under Development	CA		--	1998-2003	3 - 35
Properties under Development	FL		--	1998-2003	3 - 35
Properties under Development	TX		--	1998-2003	3 - 35

Total		$	601,688

(a) The aggregate cost for federal income tax purposes at December 31, 2003 was $3.0 billion.

The changes in total real estate assets, excluding investments in joint ventures and third party development properties, for the years ended December 31, 2003, 2002 and 2001 are as follows:

	2003			2002			2001

Balance, beginning of year	$	3,020,584		$	2,736,474		$	2,623,729
Additions during year:
Acquisitions		--			245,836			20,634
Development		79,970			128,312			76,562
Improvements		22,287			33,733			26,655
Deductions during year:
Cost of real estate sold		(34,018	)		(123,771	)		(11,106	)

Balance, end of year	$	3,088,823		$	3,020,584		$	2,736,474

The changes in accumulated depreciation for the years ended December 31, 2003, 2002 and 2001 are as follows:

	2003			2003			2001

Balance, beginning of year	$	498,776		$	422,154		$	326,723
Depreciation		103,354			100,991			98,400
Real estate sold		(442	)		(24,369	)		(2,969	)

Balance, end of year	$	601,688		$	498,776		$	422,154

S-1

EXHIBIT 4.8

FORM OF
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “ Amendment ”), dated as of December 1, 2003, is entered into by and between CAMDEN PROPERTY TRUST, a Texas real estate investment trust (the “ Company ”), and Belcrest Realty Corporation, a Delaware corporation (“ Belcrest ”) and Belair Real Estate Corporation, a Delaware corporation (“ Belair ”).

W I T N E S S E T H:

WHEREAS, on the date hereof the parties are amending that certain Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended (the “ Partnership Agreement ”) pursuant to that certain Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. by and between CPT-GP, Inc., a Delaware corporation, as the general partner of Camden Operating, L.P., a Delaware limited partnership (the “ Partnership ”), Belcrest, Belair and Belmar Realty Corporation, a Delaware corporation, to amend the terms of the Series B Preferred Units (as defined in the Partnership Agreement), to provide, among other things, that from and after the date hereof, the Series B Priority Return (as defined in the Partnership Agreement) that accrues on such Series B Preferred Units shall accrue at the rate per annum of 7.0%; any terms capitalized herein but not defined herein having the definitions therefor set forth in the Partnership Agreement;

WHEREAS, the parties hereto desire to amend that certain Registration Rights Agreement, dated as of February 23, 1999 (the “ Registration Rights Agreement ”), as set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Registration Rights Agreement as follows:

1. Registration Rights Agreement . The Registration Rights Agreement is hereby amended as follows:

(a) The first and third paragraphs of the Recitals are hereby amended by deleting the term “8.5%” from each of them and inserting the term “7.0%” in lieu thereof.

(b) Section 2(a) is hereby amended by deleting the phrase “the date which is the tenth (10 ^th ) anniversary of the Closing Date” from the first sentence therein and inserting the phrase “January 1, 2013” in lieu thereof.

(c) Any reference to “Preferred Shares” contained in the Registration Rights Agreement shall refer to the Company’s 7.0% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest.

2. The parties agree to cooperate with either other in effectuating the transactions described herein and agree to execute such further documents and instruments as may reasonably be required to effectuate the transactions described herein.

3. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

4. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

CAMDEN PROPERTY TRUST

By:

__________________________
Name:
Title:

BELCREST REALTY CORPORATION

By:

__________________________
Name:
Title:

BELAIR REAL ESTATE CORPORATION

By:

__________________________
Name:
Title:

BELMAR REALTY CORPORATION

By:

__________________________
Name:
Title:

Exhibit 4.10

FORM
OF
AMENDMENT TO STATEMENT OF DESIGNATION
OF
SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES
OF
BENEFICIAL INTEREST
OF
CAMDEN PROPERTY TRUST

ARTICLE ONE

CAMDEN PROPERTY TRUST (the “ Company ”), pursuant to the provisions of Section 3.30 of the Texas Real Estate Investment Trust Act (the “ TREITA ”), hereby files this Amendment to Statement of Designation of Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company (the “ Amendment to Statement ”) prior to the issuance of any shares of Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest, such series of unissued shares having been established by a resolution duly adopted by all necessary action on the part of the Company and the Board of Trust Managers, as provided for in the Amended and Restated Declaration of Trust (the “ Declaration of Trust ”). The original Statement of Designation of Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company (the “ Original Statement of Designation ”), effective February 23, 1999, was filed February 24, 1999.

ARTICLE TWO

Pursuant to the authority conferred upon the Board of Trust Managers by the Declaration of Trust and Section 3.30 of the TREITA, the Board of Trust Managers, pursuant to Section 10.20 of the TREITA, adopted a resolution amending the terms of the Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company as set forth in the true and correct copy of the resolution attached hereto as Exhibit A (the “ Amending Resolution ”).

ARTICLE THREE

From and after the effective date hereof, all references to “8.5% Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company” contained in the Original Statement of Designation are hereby replaced with and are deemed to be references to “7.0% Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company.”

ARTICLE FOUR

The Amending Resolution was adopted effective as of December 1, 2003.

ARTICLE FIVE

The Amending Resolution was duly adopted by all necessary action on the part of the Company.

IN WITNESS WHEREOF, the undersigned officer has executed this Amendment of Statement effective as of December 1, 2003.

CAMDEN PROPERTY TRUST

By:

__________________________
Name:
Title:

__________________________________
Notary Public, State of Texas

__________________________________
Printed Name of Notary

My Commission Expires:

__________________________________

EXHIBIT A

AMENDING RESOLUTION
BOARD OF TRUST MANAGERS
CAMDEN PROPERTY TRUST
DECEMBER 1, 2003

Amendment of the Terms of the Series B Cumulative Convertible Preferred Shares of
Beneficial Interest (the “Series B Preferred Shares”)

WHEREAS, the Board of Trust Managers of Camden Property Trust (the “ Company ”) has deemed it to be in the best interest of the Company and its shareholders for the Company to amend the terms of the Series B Preferred Shares, as designated by that certain Statement of Designation of Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company, effective as of February 23, 1999, as filed with the County Clerk of Harris County, Texas, on February 24, 1999, (the “Original Statement of Designation ”, any terms capitalized herein but not defined herein having the definitions therefor set forth in the Original Statement of Designation), pursuant to the authority granted to the Board of Trust Managers in the Amended and Restated Declaration of Trust (the “ Declaration of Trust ”) of the Company:

NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the authority vested in the Board of Trust Managers by the Declaration of Trust, the Original Statement of Designation is hereby amended as follows:

1. Section 1 is hereby amended by deleting the term “8.5%” from the first sentence therein and inserting the term “7.0%” in lieu thereof.

2. Section 3 is hereby amended by deleting the term “8.50%” from the first sentence therein and inserting the term “7.00%” in lieu thereof.

3. Section 5(a) is hereby amended by deleting the date “February 23, 2004” from the first sentence therein and replacing it with “December 2, 2008.”

4. Section 6(c) is hereby amended by inserting the following phrase into the first proviso of subclause (iii) thereof after the phrase “all of the Company’s assets as an entirety,”:

“such merger, consolidation, sale or lease does not result in a Change of Control of the Company and”

5. Section 6(c) is hereby further amended by deleting the word “or” at the end of subclause (ii) in the first sentence thereof, and inserting the following at the end thereof:

“, (iv) consummate any transaction or series of transactions which would result in a Change of Control of the Company, (v) consummate any transaction or series of transactions which would result in the common shares of the Company or any successor entity of the Company

ceasing to be listed on at least one of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market (or, in each case, a successor thereto), or (vi) elect not to qualify for taxation as a real estate investment trust under Section 856 et seq. of the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. For the purposes of this Section 6, “Change of Control” shall mean: (i) any sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an Affiliate (as that term is defined in the Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended) of the Company; or (ii) any consolidation, amalgamation, merger, business combination, share exchange, reorganization or similar transaction involving the Company pursuant to which the stockholders of the Company immediately prior to the consummation of such transaction will own less than a majority of the equity interest in the entity surviving such transaction. If the requisite holders of the Series B Preferred Shares fail to approve any of the Company actions specified in clauses (iv), (v) or (iv) of the first sentence of this Section 6(c) (each a “ Mandatory Redemption Event ”) and the Company still effectuates such action, then the sole remedy of the holders of Series B Preferred Shares shall be that the Company shall immediately redeem all of the Series B Preferred Shares outstanding at a redemption price, payable in cash, equal to $25 per Series B Preferred Share plus accumulated and unpaid distributions, whether or not declared, to the date of such redemption to the extent not previously distributed; provided , however , that notwithstanding any provision hereof to the contrary, the actions specified in clause (iv) of the first sentence of this Section 6(c) shall not constitute a Mandatory Redemption Event if, on or prior to the date of consummation of such transaction or transactions, a “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule 436(g)(2) promulgated under the Securities Act of 1933, as amended) shall have affirmed the rating accorded the securities of the Company immediately prior to the public announcement of such transaction or transactions, or shall have upgraded such rating (or, if the Company is not the surviving entity in such transaction or transactions, affirmed that the rating of the securities of the successor to the Company shall be at least equal to the rating accorded the securities of the Company immediately prior to the public announcement of such transaction or transactions). The date of such redemption shall be the date of the Mandatory Redemption Event.”

Ratification and Authorization

RESOLVED, that any and all acts and deeds of any officer or Trust Manager of the company taken prior to the date hereof on behalf of the Company with regard to the foregoing resolutions are hereby approved, ratified and confirmed in all respects as and for the acts and deeds of the Company.

FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, severally and without the necessity for joinder of any other person, authorized, empowered and directed to execute and deliver any and all such further documents and instruments and to do and

perform any and all such further acts and deeds that may be necessary or advisable to effectuate and carry out the purposes and intents of the foregoing resolutions, including, but not limited to, the filing of an amended statement with the County Clerk of Harris County, Texas, setting forth the amendments to the terms of the Series B Preferred Shares pursuant to Section 3.30 of TREITA, all such actions to be performed in such manner, and all such documents and instruments to be executed and delivered in such form, as the officer performing or executing the same shall approve, the performance or execution thereof by such officer to be conclusive evidence of the approval thereof by such officer and by the Board of Trust Managers.

EXHIBIT 10.7

FORM OF
AMENDED AND RESTATED
MASTER EXCHANGE AGREEMENT
(TRUST MANAGERS)

This Amended and Restated Master Exchange Agreement dated November 30, 2003 (this "Agreement"), is made by _____________________________________ (the "Recipient") and Camden Property Trust (the "Company").

WHEREAS, pursuant to that certain Master Exchange Agreement dated _____________ by and between the Recipient and the Company and that certain Master Exchange Agreement dated ____________ by and between the Recipient and the Company (collectively, the “Master Exchange Agreements”), the Recipient exchanged his right to receive unvested Restricted Shares (the “Restricted Shares”) for those certain Rights to Repurchase described in Exhibit A hereto (the “Original Rights to Repurchase”); and

WHEREAS, the Recipient and the Company desire to (i) exchange the Original Rights to Repurchase for (A) the Rights to Repurchase described in Exhibit B hereto subject to the provisions hereof (the “Modified Rights to Repurchase”) and (B) those certain options to acquire marketable securities from the Camden Property Trust Key Employee Share Option Plan (“KEYSOP”), further described in Exhibit C hereto subject to the provisions of the KEYSOP and one or more Option Agreements entered into by and between the Company and the Recipient (the “Options”); and (ii) amend and restate the Master Exchange Agreements as set forth herein.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	The Original Rights to Repurchase are hereby cancelled and the Recipient shall have no further rights (to purchase Company shares or otherwise) with respect thereto. The Master Exchange Agreements are superceded in their entirety by this Agreement.

The Recipient (i) is hereby granted the Modified Rights to Repurchase which, except as provided to the contrary herein, shall be treated for all purposes as if such Modified Rights to Repurchase were originally issued to the Recipient pursuant to the Master Exchange Agreements, as amended hereby; and (ii) hereby acknowledges receipt of the Options. Notwithstanding any provision hereof to the contrary, for purposes of determining the period during which the Modified Rights to Repurchase may be exercised by the Recipient, the applicable vesting date with respect to the Modified Rights to Repurchase shall be the later of November 30, 2003 or the vesting date set forth in the Exchange Supplement B attached hereto as Exhibit D .

The Restricted Shares are (and shall continue to be) held in a rabbi trust (the “Trust”) established by and for the benefit of the Company. The Trust shall be administered by an independent trustee selected by the Company. Unless otherwise agreed by Recipient and the Company, the Company agrees, whenever any dividend is declared on common shares of beneficial interest of the Company,

$.01 par value per share (the “Common Shares”), to pay to the Recipient an amount per Restricted Share held hereunder as of such date(s) by the Trust equal to the amount per Common Share paid to the holders of record of Common Shares of the Company (the “Dividend Equivalents”). The Company and Recipient may agree that any Dividend Equivalents payable on account of dividends declared on the Common Shares shall be paid to the Camden Property Trust Key Employee Share Option Plan (“KEYSOP”) instead of the Recipient. In such event, the Dividend Equivalents shall be paid into the KEYSOP on a quarterly basis and shall be subject to a six month vesting period beginning on the date that the Dividend Equivalents are deposited into the KEYSOP. The KEYSOP will invest the Dividend Equivalents in marketable securities selected at the discretion of the Committee appointed by the Board of trust managers of the Company pursuant to Article V of the KEYSOP (the “Committee”) and the Recipient will receive an option to purchase assets from the KEYSOP in accordance with the terms of the KEYSOP. Any such agreement to pay Dividend Equivalents to the KEYSOP shall be applicable with respect to Dividend Equivalents payable on account of dividends declared on the Common Shares during the following calendar year, and shall be irrevocable for those Dividend Equivalents. The Dividend Equivalents payable under this Section 3 shall be distributed directly to the Recipient via payroll or to the KEYSOP, as the case may be, on a quarterly basis. Upon the occurrence of any event that results in Recipient no longer being a trust manager of the Company (a “Termination Event”), no Dividend Equivalents shall be payable on any Restricted Shares that are forfeited by the Recipient. If any dividend is declared on the Common Shares after the occurrence of a Termination Event, any related Dividend Equivalents (payable with respect to Restricted Shares that are not forfeited by the Recipient) shall, in the sole discretion of the Committee, be paid to the Recipient in cash or be paid by the Company to the KEYSOP (upon terms and conditions determined to be appropriate by the Committee). Any Dividend Equivalents paid to the KEYSOP shall accumulate in the KEYSOP and be subject to the terms and provisions of the KEYSOP. In this regard, the Committee shall invest such Dividend Equivalents in marketable securities and shall have the right to substitute, from time to time, other marketable securities of equal value for the securities originally purchased by the Committee.

Pursuant to the Modified Rights to Repurchase, the Recipient shall have the right to purchase all or any part of any fully-vested Restricted Shares held in the Trust. The Modified Rights to Repurchase may be exercised with regard to vested shares in an amount at least equal to the lesser of 2,000 shares or the number of shares for any portion of an Award separately identified in the Exchange Supplement B attached hereto as Exhibit D .

The Modified Rights to Repurchase shall vest as shown on the Exchange Supplement B attached hereto as Exhibit D which shall generally track the original vesting schedule for the Restricted Shares prior to the applicable exchange. Subject to Section 8 hereof, the Modified Rights to Repurchase shall be exercisable for a period of 30 years from the vesting date (as established pursuant to Section 2 hereof).

6.	The exercise price of the Modified Rights to Repurchase shall equal 25% of the Fair Market Value of the Restricted Shares to be purchased by Recipient, as determined on November 30, 2003.

At any time and from time to time, the Committee may determine that it is in the best interests of the Company to exchange some or all of the Recipient’s Modified Rights to Repurchase for Options (as defined in the KEYSOP) to acquire Designated Property (as defined in the KEYSOP) of reasonably equivalent value as of the date of the exchange as determined by the Committee in its reasonable discretion. The Recipient hereby agrees to execute any and all options, option agreements, exchange agreements and other documents, if any, that the Committee determines to be necessary or appropriate in connection with any such exchange.

Subject to Section 14 hereof, if a Termination Event occurs before the vesting of the Modified Rights to Repurchase, the Modified Rights to Repurchase not theretofore vested shall terminate on the date of the Termination Event (the “Termination Date”). Recipient’s vested Modified Rights to Repurchase shall be exercisable for a period of time following the Termination Date equal to the lesser of:

the expiration of the Post Termination Period (as hereinbelow defined), and

Thirty (30) years after the applicable vesting date.

Notwithstanding any provision hereof to the contrary, (i) upon the date that is six months after the date of the death of a Recipient (the “Six Month Date”), and at any time thereafter, the Post Termination Period applicable to such Recipient’s Modified Rights to Repurchase held by any person or entity other than the surviving spouse of the Recipient or a trust in which such surviving spouse is a then-living beneficiary (a “Specified Beneficiary”), including without limitation any such Modified Rights to Repurchase that were originally held by a Specified Beneficiary on the Six Month Date that are no longer so held due to the death of the surviving spouse or any subsequent transfer of such Modified Rights to Repurchase, shall be equal to the shorter of (A) the Post Termination Period (as calculated above) and (B) one year from the Six Month Date, or if the Modified Rights to Repurchase were held by a Specified Beneficiary on the Six Month Date, one year from the first date thereafter that such Modified Rights to Repurchase are no longer held by a Specified Beneficiary; and (ii) in the event that the Committee determines that any act or omission of the Recipient constitutes fraud or a violation of applicable law or any act or omission of the Recipient in connection with the business or affairs of the Company constitutes gross negligence or intentional misconduct (including, without limitation, any violation of a Company policy in any material respect), then the Committee in its sole discretion, may, upon delivery of written notice to the Recipient, reduce the Post Termination Period to the shorter of (A) the Post Termination Period and (B) sixty (60) days from the date that the Committee determines that the Recipient has committed such act or omission.

Any unexercised Modified Rights to Repurchase that are not exercised within the requisite time period prescribed in this Section 8 shall terminate and be of no further force and effect.

9.	All initial capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

10.	This Agreement shall be construed in accordance with the laws of the State of Texas.

11.

To the extent any provision of this Agreement is held to be unenforceable, illegal or invalid under any current or future law, such provision shall be fully separable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part thereof, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom. In lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible, and the parties hereto request the court or any arbitrator to whom disputes relating to this Agreement are submitted to reform the otherwise illegal, invalid or unenforceable provision in accordance with this Section 11.

12.	The Modified Rights to Repurchase, to the extent permitted by law, may be assigned or pledged as follows:

to the Recipient’s spouse or lineal descendants,

to the trustee of a trust for the primary benefit of the Recipient’s spouse and/or lineal descendants,

to a partnership of which the Recipient’s spouse and/or lineal descendants are the only partners,

to a tax-exempt organization as described in Section 501(c)(3) of the Code. Any such assignment will be permitted only if an assignment is expressly approved in writing by the Committee, and the Recipient receives no consideration for the assignment, or

to a lender reasonably acceptable to the Committee, so long as the pledge of such Modified Rights to Repurchase does not alter the terms, conditions and restrictions of the Modified Rights to Repurchase as in effect immediately prior to such pledge.

Any such assignment or pledge will be evidenced by appropriate written documents in the form prescribed by the Committee executed by the requisite parties, and delivered to the Committee on or before the relevant effective date. In the event of such assignment or pledge the spouse, lineal descendant, trustee, partnership, tax exempt organization or lender will be entitled to all of the rights of the Recipient with respect to the assigned portion of the Modified Right to Repurchase, and such portion of the Modified Right to Repurchase, will continue to be subject to all of the terms, conditions and restrictions applicable to the original award of Restricted Shares, and as set forth in the Plan. Without limiting the foregoing, the occurrence of any Termination Event and the calculation of any Post Termination Period shall continue to be made with reference to the assignor Recipient notwithstanding any permitted assignment or transfer hereunder.

13.	The Restricted Shares and Modified Rights to Repurchase covered by this Agreement shall be subject to the adjustment provisions contained in the Plan (currently Section 7 of the Plan).

14.

To the extent any provisions of this Agreement conflict with (i) the provisions of any employment agreement entered into between the Company or any subsidiary thereof and the Recipient, the terms of the employment agreement shall control or (ii) the terms of any written award document executed by the Company with respect to the Recipient’s Modified Rights to Repurchase (an “Award Agreement”), the terms of the Award Agreement shall control. For purposes hereof, the Master Exchange Agreements shall not constitute Award Agreements. To the extent that any such employment agreement or Award Agreement provides for the automatic or accelerated vesting of securities or derivative securities held by the Recipient upon the occurrence of a change of control, business combination or other enumerated event, any unvested Restricted Shares and the resultant Modified Rights to Repurchase shall be governed by such provisions and shall vest on the terms and conditions set forth in such employment agreement or Award Agreement.

15.

Notwithstanding any other provision in this Agreement, to the extent that the acceleration of vesting of any Restricted Shares and resultant Modified Rights to Repurchase of a Recipient (who is not then a party to an employment agreement with Employer) following a change in control of the Company, when aggregated with other payments or benefits to the Recipient, whether or not payable pursuant to this Agreement, would, as determined by tax counsel selected by the Company, result in “excess parachute payments” (as defined in Section 280G of the Internal Revenue Code of 1986, as determined from time to time (the “Code)), such parachute payments or benefits provided to the Recipient under this Agreement shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the Recipient’s net after tax benefit (after taking into consideration all other payments made by the Company to the Recipient) shall exceed the net after tax benefit if such reduction were not made. “Net after tax benefit” shall mean the sum of (i) all payments and benefits which the Recipient receives or is then entitled to receive that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (ii) the amount of federal income taxes payable with respect to the payments and benefits described in (i) above calculated at the maximum marginal income tax rate for the year in which such payments and benefits shall be paid to the Participant (based upon the rate for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payment and benefits described in (i) above by Section 4999 of the Code.

16.

In the event that a Termination Event shall occur to or with respect to a Recipient, then the Committee may, in its sole discretion, charge the Costs of Administration (as herein defined) with respect to the Recipient’s Modified Rights to Repurchase and the Recipient’s rights under this Agreement to the Recipient (and any transferee or assignee of any of the Recipient’s Modified Rights to Repurchase) during any periods following the Recipient’s Termination of Employment and prior to the exercise by the Recipient of all of his or her Modified Rights to Repurchase. For purposes hereof the “Costs of Administration” with respect to a Recipient’s Modified Rights to Repurchase and the Recipient’s rights under this Agreement shall equal five thousand dollars ($5,000) per year; provided, that, beginning with calendar year 2004 and with respect to each calendar year thereafter, the Committee may increase the Costs of Administration in an amount equal to the increase in the CPI (as herein defined) as of January 1 of the particular year as compared to the CPI as of January 1 of the immediately preceding year. The Recipient and all transferees and assignees of the Recipient’s Modified Rights to Repurchase shall be jointly and severally liable for such Costs of Administration. The Committee may assess such Costs of Administration on an annual, quarterly or other basis. The Recipient and his or her transferees and assignees will pay such Costs of Administration no later than thirty (30) days after receipt of written demand therefor from the Committee. Without limiting any other remedies available to the Company, upon a failure by a Recipient or his or her transferees or assignees to timely pay any such Costs of Administration, (i) the Committee may cancel one or more of the Modified Rights to Repurchase originally issued to the Recipient and deliver the underlying Company shares to the Company to fund such Costs of Administration and/or (ii) the Committee may withhold an amount equal to such Costs of Administration from the Dividend Equivalents otherwise payable to the Recipient or his transferees or assignees and apply such withheld Dividend Equivalents to the payment of the Costs of Administration. For purposes hereof “CPI” means the United States Department of Labor, Bureau of Labor Statistics Revised Consumer Price Index for All Urban Consumers (1982-84 = 100) all items (CPI-U), or if such index shall cease to be published such reasonably comparable commercially recognized, governmental or non-partisan alternative publication the Committee shall select.

17.

The Committee, in its sole discretion may, but shall not be obligated to, allow the Recipient to exchange one or more non-qualified share options or incentive share options granted to the Recipient pursuant to the Company’s 1993 Share Incentive Plan or 2002 Share Incentive Plan or any subsequent share incentive plan of the Company (or any restricted shares received by the Recipient pursuant to the exercise of any such non-qualified share options or incentive share options) for one or more Modified Rights to Repurchase upon terms and conditions approved by the Committee in its sole discretion.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

RECIPIENT

_______________________________

CAMDEN PROPERTY TRUST

By:         __________________________
Name:    __________________________
Title:       __________________________

EXHIBIT A

ORIGINAL RIGHTS TO REPURCHASE

EXHIBIT B

MODIFIED RIGHTS TO REPURCHASE

EXHIBIT C

KEYSOP OPTIONS

EXHIBIT D

EXCHANGE SUPPLEMENT B

EXHIBIT 10.8

FORM OF
AMENDED AND RESTATED
MASTER EXCHANGE AGREEMENT
(KEY EMPLOYEES)

This Amended and Restated Master Exchange Agreement dated November 30, 2003 (this “Agreement”), is made by _____________________________________ (the “Recipient”) and Camden Property Trust (the “Company”).

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	The Original Rights to Repurchase are hereby cancelled and the Recipient shall have no further rights (to purchase Company shares or otherwise) with respect thereto. The Master Exchange Agreements are superceded in their entirety by this Agreement.

dividend is declared on common shares of beneficial interest of the Company, $.01 par value per share (the “Common Shares”), to pay to the Recipient an amount per Restricted Share held hereunder as of such date(s) by the Trust equal to the amount per Common Share paid to the holders of record of Common Shares of the Company (the “Dividend Equivalents”). The Company and Recipient may agree that any Dividend Equivalents payable on account of dividends declared on the Common Shares shall be paid to the Camden Property Trust Key Employee Share Option Plan (“KEYSOP”) instead of the Recipient. In such event, the Dividend Equivalents shall be paid into the KEYSOP on a quarterly basis and shall be subject to a six month vesting period beginning on the date that the Dividend Equivalents are deposited into the KEYSOP. The KEYSOP will invest the Dividend Equivalents in marketable securities selected at the discretion of the Committee appointed by the Board of trust managers of the Company pursuant to Article V of the KEYSOP (the “Committee”) and the Recipient will receive an option to purchase assets from the KEYSOP in accordance with the terms of the KEYSOP. Any such agreement to pay Dividend Equivalents to the KEYSOP shall be applicable with respect to Dividend Equivalents payable on account of dividends declared on the Common Shares during the following calendar year, and shall be irrevocable for those Dividend Equivalents. The Dividend Equivalents payable under this Section 3 shall be distributed directly to the Recipient via payroll or to the KEYSOP, as the case may be, on a quarterly basis. Upon termination of employment of the Recipient, no Dividend Equivalents shall be payable on any Restricted Shares that are forfeited by the Recipient. If any dividend is declared on the Common Shares after the date on which Recipient ceases employment with the Company or its Affiliates, any related Dividend Equivalents (payable with respect to Restricted Shares that are not forfeited by the Recipient) shall, in the sole discretion of the Committee, be paid to the Recipient in cash or be paid by the Company to the KEYSOP (upon terms and conditions determined to be appropriate by the Committee). Any Dividend Equivalents paid to the KEYSOP shall accumulate in the KEYSOP and be subject to the terms and provisions of the KEYSOP. In this regard, the Committee shall invest such Dividend Equivalents in marketable securities and shall have the right to substitute, from time to time, other marketable securities of equal value for the securities originally purchased by the Committee.

Pursuant to the Modified Rights to Repurchase, the Recipient shall have the right to purchase all or any part of any fully-vested Restricted Shares held in the Trust. The Modified Rights to Repurchase may be exercised with regard to vested shares in an amount at least equal to the lesser of 2,000 shares or the number of shares for any portion of an Award separately identified in Exchange Supplement B attached hereto as Exhibit D .

6.	The exercise price of the Modified Rights to Repurchase shall equal 25% of the Fair Market Value of the Restricted Shares to be purchased by Recipient, as determined on November 30, 2003.

Subject to Section 14 hereof, if Recipient’s employment with the Company or its Affiliates is terminated for any reason (a “Termination of Employment”) before the vesting of the Modified Rights to Repurchase, the Modified Rights to Repurchase not theretofore vested shall terminate on the date of the Recipient’s Termination of Employment (the “Termination Date”). Recipient’s vested Modified Rights to Repurchase shall be exercisable for a period of time following the Termination Date equal to the lesser of:

the expiration of the Post Termination Period (as hereinbelow defined), and

Thirty (30) years after the applicable vesting date.

period beginning upon the date that such Recipient re-commenced employment with the Company and ending upon the date of his or her Termination of Employment). Notwithstanding any provision hereof to the contrary, (i) upon the date that is six months after the date of the death of the Recipient (the “Six Month Date”), and at any time thereafter, the Post Termination Period applicable to such Recipient’s Modified Rights to Repurchase held by any person or entity other than the surviving spouse of the Recipient or a trust in which such surviving spouse is a then-living beneficiary (a “Specified Beneficiary”), including without limitation any such Modified Rights to Repurchase that were originally held by a Specified Beneficiary on the Six Month Date that are no longer so held due to the death of the surviving spouse or any subsequent transfer of such Modified Rights to Repurchase, shall be equal to the shorter of (A) the Post Termination Period (as calculated above) and (B) one year from the Six Month Date, or if the Modified Rights to Repurchase were held by a Specified Beneficiary on the Six Month Date, one year from the first date thereafter that such Modified Rights to Repurchase are no longer held by a Specified Beneficiary; and (ii) in the event that the Committee determines that any act or omission of the Recipient constitutes fraud or a violation of applicable law or any act or omission of the Recipient in connection with the business or affairs of the Company constitutes gross negligence or intentional misconduct (including, without limitation, any violation of a Company policy in any material respect), then the Committee in its sole discretion, may, upon delivery of written notice to the Recipient, reduce the Post Termination Period to the shorter of (A) the Post Termination Period and (B) sixty (60) days from the date that the Committee determines that the Recipient has committed such act or omission.

Any unexercised Modified Rights to Repurchase that are not exercised within the requisite time period prescribed in this Section 8 shall terminate and be of no further force and effect.

9.	All initial capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

10.	This Agreement shall be construed in accordance with the laws of the State of Texas.

11.

12.	The Modified Rights to Repurchase, to the extent permitted by law, may be assigned or pledged as follows:

to the Recipient’s spouse or lineal descendants,

to the trustee of a trust for the primary benefit of the Recipient’s spouse and/or lineal descendants,

to a partnership of which the Recipient’s spouse and/or lineal descendants are the only partners,

Any such assignment or pledge will be evidenced by appropriate written documents in the form prescribed by the Committee executed by the requisite parties, and delivered to the Committee on or before the relevant effective date. In the event of such assignment or pledge the spouse, lineal descendant, trustee, partnership, tax exempt organization or lender will be entitled to all of the rights of the Recipient with respect to the assigned portion of the Modified Right to Repurchase, and such portion of the Modified Right to Repurchase, will continue to be subject to all of the terms, conditions and restrictions applicable to the original award of Restricted Shares, and as set forth in the Plan. Without limiting the foregoing, the occurrence of any Termination of Employment and the calculation of any Post Termination Period shall continue to be made with reference to the assignor Recipient notwithstanding any permitted assignment or transfer hereunder.

13.	The Restricted Shares and Modified Rights to Repurchase covered by this Agreement shall be subject to the adjustment provisions contained in the Plan (currently Section 7 of the Plan).

14.

the extent that any such employment agreement or Award Agreement provides for the automatic or accelerated vesting of securities or derivative securities held by the Recipient upon the occurrence of a change of control, business combination or other enumerated event, any unvested Restricted Shares and the resultant Modified Rights to Repurchase shall be governed by such provisions and shall vest on the terms and conditions set forth in such employment agreement or Award Agreement. Upon a “Change of Control” (as defined below) with respect to the Company, notwithstanding any provision of Section 8 hereof to the contrary, any unvested Modified Rights to Repurchase of a Recipient hereunder that would otherwise vest (assuming no Termination of Employment with respect to such Recipient) within the six month period following such Change of Control shall automatically vest upon such Change of Control. For purposes hereof “Change of Control” shall mean any one or more of the following:

any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of common shares of the Company) together with its “affiliates” and “associates” (as such terms are defined in Rule 12b-2 of the Exchange Act) makes a tender or exchange offer for or is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), or has become the beneficial owner during the most recent twelve-month period ending on the date of the most recent acquisition by such person directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities; or

during any period of two consecutive years (not including any period prior to the date hereof), individuals who at the beginning of such period constitute the Board of trust managers of the Company, and any new trust managers (other than trust managers designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses a., c. or d. of this definition) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the trust managers then still in office who either were trust managers at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or

the shareholders of the Company approve a merger or consolidation of the Company with any other company other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined)

acquires more than 25% of the combined voting power of the Company’s then outstanding securities; or

the shareholders of the Company adopt a plan of complete liquidation of the Company or approve an agreement for the sale, exchange or disposition by the Company of all or a significant portion of the Company’s assets. For purposes of this clause d., the term “the sale, exchange or disposition by the Company of all or a significant portion of the Company’s assets” shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or any subsidiary of the Company (including the stock of any subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of as measured by the purchase price being paid therefore or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than 33-1/3% of the Fair Market Value of the Company (as hereinafter defined). For purposes of the preceding sentence, the “Fair Market Value of the Company” shall be the aggregate market value of the outstanding shares of beneficial interest of the Company (on a fully diluted basis) plus the aggregate market value of the Company’s other outstanding equity securities. The aggregate market value of the common shares of the Company shall be determined by multiplying the number of such common shares (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the “Transaction Date”) by the average closing price of such common shares for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other securities of the Company shall be determined in the foregoing manner or by such other method as the Board of trust managers shall determine is appropriate.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred if, prior to the time a Change in Control would otherwise be deemed to have occurred pursuant to the above provisions, the Board of trust managers determines otherwise.

15.

not made. “Net after tax benefit” shall mean the sum of (i) all payments and benefits which the Recipient receives or is then entitled to receive that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (ii) the amount of federal income taxes payable with respect to the payments and benefits described in (i) above calculated at the maximum marginal income tax rate for the year in which such payments and benefits shall be paid to the Participant (based upon the rate for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payment and benefits described in (i) above by Section 4999 of the Code.

16.

In the event that a Termination of Employment shall occur to or with respect to a Recipient, then the Committee may, in its sole discretion, charge the Costs of Administration (as herein defined) with respect to the Recipient’s Modified Rights to Repurchase and the Recipient’s rights under this Agreement to the Recipient (and any transferee or assignee of any of the Recipient’s Modified Rights to Repurchase) during any periods following the Recipient’s Termination of Employment and prior to the exercise by the Recipient of all of his or her Modified Rights to Repurchase. For purposes hereof the “Costs of Administration” with respect to a Recipient’s Modified Rights to Repurchase and the Recipient’s rights under this Agreement shall equal five thousand dollars ($5,000) per year; provided, that, beginning with calendar year 2004 and with respect to each calendar year thereafter, the Committee may increase the Costs of Administration in an amount equal to the increase in the CPI (as herein defined) as of January 1 of the particular year as compared to the CPI as of January 1 of the immediately preceding year. The Recipient and all transferees and assignees of the Recipient’s Modified Rights to Repurchase shall be jointly and severally liable for such Costs of Administration. The Committee may assess such Costs of Administration on an annual, quarterly or other basis. The Recipient and his or her transferees and assignees will pay such Costs of Administration no later than thirty (30) days after receipt of written demand therefor from the Committee. Without limiting any other remedies available to the Company, upon a failure by a Recipient or his or her transferees or assignees to timely pay any such Costs of Administration, (i) the Committee may cancel one or more of the Modified Rights to Repurchase originally issued to the Recipient and deliver the underlying Company shares to the Company to fund such Costs of Administration and/or (ii) the Committee may withhold an amount equal to such Costs of Administration from the Dividend Equivalents otherwise payable to the Recipient or his transferees or assignees and apply such withheld Dividend Equivalents to the payment of the Costs of Administration. For purposes hereof “CPI” means the United States Department of Labor, Bureau of Labor Statistics Revised Consumer Price Index for All Urban Consumers (1982-84 = 100) all items (CPI-U), or if such index shall cease to be published such reasonably comparable commercially recognized, governmental or non-partisan alternative publication the Committee shall select.

17.

to the exercise of any such non-qualified share options or incentive share options) for one or more Modified Rights to Repurchase upon terms and conditions approved by the Committee in its sole discretion.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

RECIPIENT

________________________________

CAMDEN PROPERTY TRUST

By:
Name:
Title:

__________________________
__________________________
__________________________

EXHIBIT A

ORIGINAL RIGHTS TO REPURCHASE

EXHIBIT B

MODIFIED RIGHTS TO REPURCHASE

EXHIBIT C

KEYSOP OPTIONS

EXHIBIT D

EXCHANGE SUPPLEMENT B

EXHIBIT 10.9

FORM OF MASTER EXCHANGE AGREEMENT
(Key Employees)

This Master Exchange Agreement (this “Agreement”) entered into this XX day of MONTH, YEAR by and between INSERT NAME (“Recipient”) and Camden Property Trust (the “Company”).

WHEREAS, pursuant to the 2002 Share Incentive Plan of Camden Property Trust (such plan together with any successor plan is referred to herein as the “Plan”), the Recipient has and will receive awards of Restricted Shares as shown in Exchange Supplement A attached hereto which shall vest over time in accordance with the terms of the Plan and outlined on Exchange Supplement B;

WHEREAS, Recipient desires to exchange his right to receive the unvested Restricted Shares upon vesting and all other rights appurtenant thereto for the Rights to Repurchase (as defined below);

WHEREAS, the Company desires to exchange the Rights to Repurchase for the return of the Recipient’s unvested Restricted Shares;

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.	Recipient hereby agrees to exchange Recipient’s unvested Restricted Shares (including the right to receive dividends thereon and the right to vote such shares) for the Rights to Repurchase as described below.

Upon the execution of this Agreement, the Company shall deposit Recipient’s Restricted Shares into a rabbi trust (the “Trust”) established by and for the benefit of the Company. The Trust shall be administered by an independent trustee who shall be selected by the Company. Unless otherwise agreed by Recipient and the Company, the Company agrees, whenever any dividend is declared on common shares of beneficial interest of the Company, $.01 par value per share (the “Common Shares”), to pay to the Recipient an amount per Restricted Share held hereunder as of such date(s) by the Trust equal to the amount per Common Share paid to the holders of record of Common Shares of the Company (the “Dividend Equivalents”). The Company and Recipient may agree that any Dividend Equivalents payable on account of dividends declared on the Common Shares shall be paid to the Camden Property Trust Key Employee Share Option Plan (“KEYSOP”) instead of the Recipient. In such event, the Dividend Equivalents shall be paid into the KEYSOP on a quarterly basis and shall be subject to a six month vesting period beginning on the date that the Dividend Equivalents are deposited into the KEYSOP. The KEYSOP will invest the

Dividend Equivalents in marketable securities selected at the discretion of the Committee appointed by the Board of trust managers of the Company pursuant to Article V of the KEYSOP (the “Committee”) and the Recipient will receive an option to purchase assets from the KEYSOP in accordance with the terms of the KEYSOP. Any such agreement to pay Dividend Equivalents to the KEYSOP shall be applicable with respect to Dividend Equivalents payable on account of dividends declared on the Common Shares during the following calendar year, and shall be irrevocable for those Dividend Equivalents. The Dividend Equivalents payable under this Section 2 shall be distributed directly to the Recipient via payroll or to the KEYSOP, as the case may be, on a quarterly basis. Upon termination of employment, no Dividend Equivalents shall be payable on any Restricted Shares that are forfeited by the Recipient. If any dividend is declared on the Common Shares after the date on which Recipient ceases employment with the Company or its Affiliates, any related Dividend Equivalents (payable with respect to Restricted Shares that are not forfeited by the Recipient) shall, in the sole discretion of the Committee, be paid to the Recipient in cash or be paid by the Company to the KEYSOP (upon terms and conditions determined to be appropriate by the Committee). Any Dividend Equivalents paid to the KEYSOP shall accumulate in the KEYSOP and be subject to the terms and provisions of the KEYSOP. In this regard, the Committee shall invest such Dividend Equivalents in marketable securities and shall have the right to substitute, from time to time, other marketable securities of equal value for the securities originally purchased by the Committee.

Recipient shall have the right to purchase all or part of any fully vested Restricted Shares that Recipient exchanged with the Trust (the “Rights to Repurchase”). The Rights to Repurchase may be exercised with regard to vested shares in an amount at least equal to the lesser of 2,000 shares or the number of shares for any portion of an Award separately identified in Exchange Supplement B.

The Rights to Repurchase shall vest as shown on Exchange Supplement B which shall generally track the original vesting schedule for the Restricted Shares prior to the exchange herein. Subject to Section 7 hereof, the Rights to Repurchase shall be exercisable for a period of 30 years from the applicable vesting date.

5.	The exercise price of the Rights to Repurchase shall equal 25% of the Fair Market Value of the Restricted Shares to be purchased by Recipient, as determined on the date on which the Restricted Shares were first exchanged into the Trust.

At any time and from time to time, the Committee may determine that it is in the best interests of the Company to exchange some or all of the Recipient’s Rights to Repurchase for Options (as defined in the KEYSOP) to acquire Designated Property (as defined in the KEYSOP) of reasonably equivalent value as of the date of the exchange as determined by the Committee in its reasonable discretion. The Recipient hereby agrees to execute any and all options, option agreements, exchange agreements and other documents, if any, that the Committee determines to be necessary or appropriate in connection with any such exchange.

Subject to Section 13 hereof, if Recipient’s employment with the Company or its Affiliates is terminated for any reason (a “Termination of Employment”) before the vesting of the Rights to Repurchase, the Rights to Repurchase not theretofore vested shall terminate on the date of the Recipient’s Termination of Employment (the “Termination Date”). Recipient’s vested Rights to Repurchase shall be exercisable for a period of time following the Termination Date equal to the lesser of:

the expiration of the Post Termination Period (as hereinbelow defined), and

Thirty (30) years after the applicable vesting date.

For purposes hereof, the “Post Termination Period” means, as to the Recipient, the period commencing on the day immediately following the Termination Date and ending on the later of (i) one year from the Termination Date or (ii) the number of complete years of employment by the Recipient with the Company or its Affiliates through the Termination Date (provided, that, if the Recipient has completed at least ten (10) complete years of employment, as calculated hereunder, then such period shall end with respect to each Right to Repurchase thirty (30) years from the applicable vesting date). For purposes hereof, any period of employment of the Recipient that is less than one year shall be disregarded in calculating the Post Termination Period. In the event of any merger of any entity with and into the Company or any of its subsidiaries, any former employee of such merged entity who becomes an employee of the Company or its subsidiaries may, in the sole discretion of the Committee, receive credit for all or a portion of such employee’s complete years of employment with such merged entity for purposes of calculating the Post Termination Period hereunder. In the event that the Recipient was employed by the Company and there was a Termination of Employment with respect to such Recipient and later the Recipient became an employee of the Company again, then, unless a waiver (in writing) is granted to the Recipient by the Committee, for purposes of calculating the Post Termination Period, only the complete years of employment of the Recipient immediately preceding the current Termination of Employment of the Recipient shall be considered (i.e. the Post Termination Period will be calculated based on the period beginning upon the date that such Recipient re-commenced employment with the Company and ending upon the date of his or her Termination of Employment). Notwithstanding any provision hereof to the contrary, (i) upon the date that is six months after the date of the death of the Recipient (the “Six Month Date”), and at any time thereafter, the Post Termination Period applicable to such Recipient’s Rights to Repurchase held by any person or entity other than the surviving spouse of the Recipient or a trust in which such surviving spouse is a then-living beneficiary (a “Specified Beneficiary”), including without limitation any such Rights to Repurchase that were originally held by a Specified Beneficiary on the Six Month Date that are no longer so held due to the death of the surviving spouse or any subsequent transfer of such Rights to Repurchase, shall be equal to the shorter of (A) the Post Termination Period (as calculated above) and (B) one year from the Six Month Date, or if the Rights to Repurchase were held by a Specified Beneficiary on the Six Month Date, one year from the first date thereafter that such Rights to Repurchase are no longer held by a Specified Beneficiary;

and (ii) in the event that the Committee determines that any act or omission of the Recipient constitutes fraud or a violation of applicable law or any act or omission of the Recipient in connection with the business or affairs of the Company constitutes gross negligence or intentional misconduct (including, without limitation, any violation of a Company policy in any material respect), then the Committee in its sole discretion, may, upon delivery of written notice to the Recipient, reduce the Post Termination Period to the shorter of (A) the Post Termination Period and (B) sixty (60) days from the date that the Committee determines that the Recipient has committed such act or omission.

Any unexercised Rights to Repurchase that are not exercised within the requisite time period prescribed in this Section 7 shall terminate and be of no further force and effect.

8.	All initial capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

9.	This Agreement shall be construed in accordance with the laws of the State of Texas.

10.

11.	The Rights to Repurchase granted hereunder, to the extent permitted by law, may be assigned or pledged as follows:

to the Recipient’s spouse or lineal descendants,

to the trustee of a trust for the primary benefit of the Recipient’s spouse and/or lineal descendants,

to a partnership of which the Recipient’s spouse and/or lineal descendants are the only partners,

to a lender reasonably acceptable to the Committee, so long as the pledge of such Rights to Repurchase does not alter the terms, conditions and restrictions of the Rights to Repurchase as in effect immediately prior to such pledge.

Any such assignment or pledge will be evidenced by appropriate written documents in the form prescribed by the Committee executed by the requisite parties, and delivered to the Committee on or before the relevant effective date. In the event of such assignment or pledge the spouse, lineal descendant, trustee, partnership, tax exempt organization or lender will be entitled to all of the rights of the Recipient with respect to the assigned portion of the Right to Repurchase, and such portion of the Right to Repurchase, will continue to be subject to all of the terms, conditions and restrictions applicable to the original award of Restricted Shares, and as set forth in the Plan. Without limiting the foregoing, the occurrence of any Termination of Employment and the calculation of any Post Termination Period shall continue to be made with reference to the assignor Recipient notwithstanding any permitted assignment or transfer hereunder.

12.	The Restricted Shares and Rights to Repurchase covered by this Agreement shall be subject to the adjustment provisions contained in the Plan (currently Section 7 of the Plan).

13.

To the extent any provisions of this Agreement conflict with (i) the provisions of any employment agreement entered into between the Company or any subsidiary thereof and the Recipient, the terms of the employment agreement shall control or (ii) the terms of any written award document executed by the Company with respect to the Recipient’s Rights to Repurchase (an “Award Agreement”), the terms of the Award Agreement shall control. To the extent that any such employment agreement or Award Agreement provides for the automatic or accelerated vesting of securities or derivative securities held by the Recipient upon the occurrence of a change of control, business combination or other enumerated event, any unvested Restricted Shares and the resultant Rights to Repurchase shall be governed by such provisions and shall vest on the terms and conditions set forth in such employment agreement or Award Agreement. Upon a “Change of Control” (as defined below) with respect to the Company, notwithstanding any provision of Section 7 hereof to the contrary, any unvested Rights to Repurchase of a Recipient hereunder that would otherwise vest (assuming no Termination of Employment with respect to such Recipient) within the six month period following such Change of Control shall automatically vest upon such Change of Control. For purposes hereof “Change of Control” shall mean any one or more of the following:

in Rule 12b-2 of the Exchange Act) makes a tender or exchange offer for or is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), or has become the beneficial owner during the most recent twelve-month period ending on the date of the most recent acquisition by such person directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities; or

Company shall be determined by multiplying the number of such common shares (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the “Transaction Date”) by the average closing price of such common shares for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other securities of the Company shall be determined in the foregoing manner or by such other method as the Board of trust managers shall determine is appropriate.

14.

Notwithstanding any other provision in this Agreement, to the extent that the acceleration of vesting of any Restricted Shares and resultant Rights to Repurchase of a Recipient (who is not then a party to an employment agreement with Employer) following a Change in Control, when aggregated with other payments or benefits to the Recipient, whether or not payable pursuant to this Agreement, would, as determined by tax counsel selected by the Company, result in “excess parachute payments” (as defined in Section 280G of the Internal Revenue Code of 1986, as determined from time to time (the “Code)), such parachute payments or benefits provided to the Recipient under this Agreement shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the Recipient’s net after tax benefit (after taking into consideration all other payments made by the Company to the Recipient) shall exceed the net after tax benefit if such reduction were not made. “Net after tax benefit” shall mean the sum of (i) all payments and benefits which the Recipient receives or is then entitled to receive that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (ii) the amount of federal income taxes payable with respect to the payments and benefits described in (i) above calculated at the maximum marginal income tax rate for the year in which such payments and benefits shall be paid to the Participant (based upon the rate for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payment and benefits described in (i) above by Section 4999 of the Code.

15.

rights under this Agreement (as well as any Rights to Repurchase granted to the Recipient and the Recipient’s rights under any Master Exchange Agreements entered into by the Company and the Recipient, as of or prior to the date hereof) shall equal five thousand dollars ($5,000) per year; provided, that, beginning with calendar year 2004 and with respect to each calendar year thereafter, the Committee may increase the Costs of Administration in an amount equal to the increase in the CPI (as herein defined) as of January 1 of the particular year as compared to the CPI as of January 1 of the immediately preceding year. The Recipient and all transferees and assignees of the Recipient’s Rights to Repurchase shall be jointly and severally liable for such Costs of Administration. The Committee may assess such Costs of Administration on an annual, quarterly or other basis. The Recipient and his or her transferees and assignees will pay such Costs of Administration no later than thirty (30) days after receipt of written demand therefor from the Committee. Without limiting any other remedies available to the Company, upon a failure by a Recipient or his or her transferees or assignees to timely pay any such Costs of Administration, (i) the Committee may cancel one or more of the Rights to Repurchase originally issued to the Recipient and deliver the underlying Company shares to the Company to fund such Costs of Administration and/or (ii) the Committee may withhold an amount equal to such Costs of Administration from the Dividend Equivalents otherwise payable to the Recipient or his transferees or assignees and apply such withheld Dividend Equivalents to the payment of the Costs of Administration. For purposes hereof “CPI” means the United States Department of Labor, Bureau of Labor Statistics Revised Consumer Price Index for All Urban Consumers (1982-84 = 100) all items (CPI-U), or if such index shall cease to be published such reasonably comparable commercially recognized, governmental or non-partisan alternative publication the Committee shall select.

16.

The Committee, in its sole discretion may, but shall not be obligated to, allow the Recipient to exchange one or more non-qualified share options or incentive share options granted to the Recipient pursuant to the Company’s 1993 Share Incentive Plan or 2002 Share Incentive Plan or any subsequent share incentive plan of the Company (or any restricted shares received by the Recipient pursuant to the exercise of any such non-qualified share options or incentive share options) for one or more Rights to Repurchase upon terms and conditions approved by the Committee in its sole discretion.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

RECIPIENT

________________________________

CAMDEN PROPERTY TRUST

By:
Name:
Title:

__________________________
__________________________
__________________________

EXCHANGE SUPPLEMENT A

RECIPIENT’S NAME:

I hereby exchange my right to receive unvested Restricted Shares in the amounts shown below in exchange for the indicated Rights to Repurchase.

Recipient's Signature		Date		Rights to Repurchase Received		Exercise Price per Share		Supplement B Reference

This Exchange Supplement A is subject to the terms and conditions of the Master Exchange Agreement. See Exchange Supplement B for vesting dates of these Restricted Shares.

EXCHANGE SUPPLEMENT B

VESTING SCHEDULE

EXHIBIT 10.10

FORM OF MASTER EXCHANGE AGREEMENT
(Trust Managers)

This Master Exchange Agreement (this “Agreement”) entered into this XX day of MONTH, YEAR by and between INSERT NAME (“Recipient”) and Camden Property Trust (the “Company”).

WHEREAS, Recipient desires to exchange his right to receive the unvested Restricted Shares upon vesting and all other rights appurtenant thereto for the Rights to Repurchase (as defined below);

WHEREAS, the Company desires to exchange the Rights to Repurchase for the return of the Recipient’s unvested Restricted Shares;

1.	Recipient hereby agrees to exchange Recipient’s unvested Restricted Shares (including the right to receive dividends thereon and the right to vote such shares) for the Rights to Repurchase as described below.

Dividend Equivalents in marketable securities selected at the discretion of the Committee appointed by the Board of trust managers of the Company pursuant to Article V of the KEYSOP (the “Committee”) and the Recipient will receive an option to purchase assets from the KEYSOP in accordance with the terms of the KEYSOP. Any such agreement to pay Dividend Equivalents to the KEYSOP shall be applicable with respect to Dividend Equivalents payable on account of dividends declared on the Common Shares during the following calendar year, and shall be irrevocable for those Dividend Equivalents. The Dividend Equivalents payable under this Section 2 shall be distributed directly to the Recipient via payroll or to the KEYSOP, as the case may be, on a quarterly basis. Upon the occurrence of any event that results in Recipient no longer being a trust manager of the Company (a “Termination Event”), no Dividend Equivalents shall be payable on any Restricted Shares that are forfeited by the Recipient. If any dividend is declared on the Common Shares after the occurrence of a Termination Event, any related Dividend Equivalents (payable with respect to Restricted Shares that are not forfeited by the Recipient) shall, in the sole discretion of the Committee, be paid to the Recipient in cash or be paid by the Company to the KEYSOP (upon terms and conditions determined to be appropriate by the Committee). Any Dividend Equivalents paid to the KEYSOP shall accumulate in the KEYSOP and be subject to the terms and provisions of the KEYSOP. In this regard, the Committee shall invest such Dividend Equivalents in marketable securities and shall have the right to substitute, from time to time, other marketable securities of equal value for the securities originally purchased by the Committee.

5.	The exercise price of the Rights to Repurchase shall equal 25% of the Fair Market Value of the Restricted Shares to be purchased by Recipient, as determined on the date on which the Restricted Shares were first exchanged into the Trust.

Subject to Section 13 hereof, if a Termination Event occurs before the vesting of the Rights to Repurchase, the Rights to Repurchase not theretofore vested shall terminate on the date of the Termination Event (the “Termination Date”). Recipient’s vested Rights to Repurchase shall be exercisable for a period of time following the Termination Date equal to the lesser of:

the expiration of the Post Termination Period (as hereinbelow defined), and

Thirty (30) years after the applicable vesting date.

For purposes hereof, the “Post Termination Period” means, as to the Recipient, the period commencing on the day immediately following the Termination Date and ending on the later of (i) one year from the Termination Date or (ii) the number of complete years of service by the Recipient as a trust manager of the Company through the Termination Date (provided, that, if the Recipient has completed at least ten (10) complete years of service as a trust manager, as calculated hereunder, then such period shall end with respect to each Right to Repurchase thirty (30) years from the applicable vesting date). For purposes hereof, any period of service by the Recipient as a trust manager that is less than one year shall be disregarded in calculating the Post Termination Period. In the event of any merger of any entity with and into the Company or any of its subsidiaries, any former trust manager or director of such merged entity who becomes a trust manager of the Company may, in the sole discretion of the Committee, receive credit for all or a portion of such trust manager’s or director’s complete years of service as a trust manager or director with such merged entity for purposes of calculating the Post Termination Period hereunder. In the event that Recipient was a trust manager of the Company and there was a Termination Event with respect to such Recipient and later the Recipient became a trust manager of the Company again, then, unless a waiver (in writing) is granted to the Recipient by the Committee, for purposes of calculating the Post Termination Period, only the complete years of service by the Recipient as a trust manager immediately preceding the current Termination Event shall be considered (i.e. the Post Termination Period will be calculated based on the period beginning upon the date that such Recipient re-commenced service as a trust manager of the Company and ending upon the date of the later Termination Event). Notwithstanding any provision hereof to the contrary, (i) upon the date that is six months after the date of the death of Recipient (the “Six Month Date”), and at any time thereafter, the Post Termination Period applicable to such Recipient’s Rights to Repurchase held by any person or entity other than the surviving spouse of the Recipient or a trust in which such surviving spouse is a then-living beneficiary (a “Specified Beneficiary”), including without limitation any such Rights to Repurchase that were originally held by a Specified Beneficiary on the Six Month Date that are no longer so held due to the death of the surviving spouse or any subsequent transfer of such Rights to Repurchase, shall be equal to the shorter of (A) the Post Termination Period (as calculated above) and (B) one year from the Six Month Date, or if the Rights to Repurchase were held by a Specified Beneficiary on the Six Month Date, one year from the first date thereafter that such Rights to Repurchase are no longer held by a Specified Beneficiary;

Any unexercised Rights to Repurchase that are not exercised within the requisite time period prescribed in this Section 7 shall terminate and be of no further force and effect.

8.	All initial capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

9.	This Agreement shall be construed in accordance with the laws of the State of Texas.

10.

11.	The Rights to Repurchase granted hereunder, to the extent permitted by law, may be assigned or pledged as follows:

to the Recipient’s spouse or lineal descendants,

to the trustee of a trust for the primary benefit of the Recipient’s spouse and/or lineal descendants,

to a partnership of which the Recipient’s spouse and/or lineal descendants are the only partners,

Any such assignment or pledge will be evidenced by appropriate written documents in the form prescribed by the Committee executed by the requisite parties, and delivered to the Committee on or before the relevant effective date. In the event of such assignment or pledge the spouse, lineal descendant, trustee, partnership, tax exempt organization or lender will be entitled to all of the rights of the Recipient with respect to the assigned portion of the Right to Repurchase, and such portion of the Right to Repurchase, will continue to be subject to all of the terms, conditions and restrictions applicable to the original award of Restricted Shares, and as set forth in the Plan. Without limiting the foregoing, the occurrence of any Termination Event and the calculation of any Post Termination Period shall continue to be made with reference to the assignor Recipient notwithstanding any permitted assignment or transfer hereunder.

12.	The Restricted Shares and Rights to Repurchase covered by this Agreement shall be subject to the adjustment provisions contained in the Plan (currently Section 7 of the Plan).

13.

14.

payments and benefits which the Recipient receives or is then entitled to receive that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (ii) the amount of federal income taxes payable with respect to the payments and benefits described in (i) above calculated at the maximum marginal income tax rate for the year in which such payments and benefits shall be paid to the Participant (based upon the rate for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payment and benefits described in (i) above by Section 4999 of the Code.

15.

In the event that a Termination Event shall occur to or with respect to a Recipient, then the Committee may, in its sole discretion, charge the Costs of Administration (as herein defined) with respect to the Recipient’s Rights to Repurchase and the Recipient’s rights under this Agreement (as well as any Rights to Repurchase granted to the Recipient and the Recipient’s rights under any Master Exchange Agreements entered into by the Company and the Recipient, as of or prior to the date hereof) to the Recipient (and any transferee or assignee of any of the Recipient’s Rights to Repurchase) during any periods following the Recipient’s Termination of Employment and prior to the exercise by the Recipient of all of his or her Rights to Repurchase. For purposes hereof the “Costs of Administration” with respect to a Recipient’s Rights to Repurchase and the Recipient’s rights under this Agreement (as well as any Rights to Repurchase granted to the Recipient and the Recipient’s rights under any Master Exchange Agreements entered into by the Company and the Recipient, as of or prior to the date hereof) shall equal five thousand dollars ($5,000) per year; provided, that, beginning with calendar year 2004 and with respect to each calendar year thereafter, the Committee may increase the Costs of Administration in an amount equal to the increase in the CPI (as herein defined) as of January 1 of the particular year as compared to the CPI as of January 1 of the immediately preceding year. The Recipient and all transferees and assignees of the Recipient’s Rights to Repurchase shall be jointly and severally liable for such Costs of Administration. The Committee may assess such Costs of Administration on an annual, quarterly or other basis. The Recipient and his or her transferees and assignees will pay such Costs of Administration no later than thirty (30) days after receipt of written demand therefor from the Committee. Without limiting any other remedies available to the Company, upon a failure by a Recipient or his or her transferees or assignees to timely pay any such Costs of Administration, (i) the Committee may cancel one or more of the Rights to Repurchase originally issued to the Recipient and deliver the underlying Company shares to the Company to fund such Costs of Administration and/or (ii) the Committee may withhold an amount equal to such Costs of Administration from the Dividend Equivalents otherwise payable to the Recipient or his transferees or assignees and apply such withheld Dividend Equivalents to the payment of the Costs of Administration. For purposes hereof “CPI” means the United States Department of Labor, Bureau of Labor Statistics Revised Consumer Price Index for All Urban Consumers (1982-84 = 100) all items (CPI-U), or if such index shall cease to be published such reasonably comparable commercially recognized, governmental or non-partisan alternative publication the Committee shall select.

16.	The Committee, in its sole discretion may, but shall not be obligated to, allow the Recipient to exchange one or more non-qualified share options or incentive share options granted to the Recipient pursuant to the Company’s 1993 Share

Incentive Plan or 2002 Share Incentive Plan or any subsequent share incentive plan of the Company (or any restricted shares received by the Recipient pursuant to the exercise of any such non-qualified share options or incentive share options) for one or more Rights to Repurchase upon terms and conditions approved by the Committee in its sole discretion.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

RECIPIENT

________________________________

CAMDEN PROPERTY TRUST

By:
Name:
Title:

__________________________
__________________________
__________________________

EXCHANGE SUPPLEMENT A

RECIPIENT’S NAME:

I hereby exchange my right to receive unvested Restricted Shares in the amounts shown below in exchange for the indicated Rights to Repurchase.

Recipient's Signature		Date		Rights to Repurchase Received		Exercise Price per Share		Supplement B Reference

This Exchange Supplement A is subject to the terms and conditions of the Master Exchange Agreement. See Exchange Supplement B for vesting dates of these Restricted Shares.

EXCHANGE SUPPLEMENT B

VESTING SCHEDULE

Exhibit 10.19

FORM OF
AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CAMDEN OPERATING, L.P.

THIS AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P. (this “ Amendment ”) is entered into as of the 1st day of December, 2003, by and between CPT-GP, Inc. (“ General Partner ”), a Delaware corporation and a wholly owned subsidiary of Camden USA, Inc. (“ Camden USA”), a Delaware corporation and a wholly owned subsidiary of Camden Property Trust (“ CPT ”or the “ General Partner Entity ”), a Texas real estate investment trust, as the general partner of Camden Operating, L.P., a Delaware limited partnership (the “ Partnership ”), Belcrest Realty Corporation, a Delaware corporation (“ Belcrest ”), Belmar Realty Corporation, a Delaware corporation (“ Belmar ”) and Belair Real Estate Corporation, a Delaware corporation (“ Belair ”; each of Belcrest, Belmar and Belair a “ Series B Preferred Partner ” and collectively, the “ Series B Preferred Partners ”).

W I T N E S S E T H:

WHEREAS, the Partnership and the Series B Preferred Partners desire to amend the terms of the Series B Preferred Units (as defined in the Partnership Agreement, as defined below), to provide that, from and after the date hereof, the Series B Priority Return that accrues on such Series B Preferred Units shall accrue at the rate per annum of 7.0%, and from and after the date hereof, the holders of the Series B Preferred Units shall have certain additional voting rights as set forth herein;

WHEREAS, the signatories hereto desire to amend that certain Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended (the “Partnership Agreement ”), as set forth herein; any terms capitalized herein but not defined herein having the definitions therefor set forth in the Partnership Agreement;

WHEREAS, the signatories hereto desire to cause an amendment to be made to that certain Statement of Designation of Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust, effective as of February 23, 1999, and filed with the office of the County Clerk of Harris County, Texas on February 24, 1999 (the “ Statement of Designation ”; the Partnership Agreement and the Statement of Designation as amended hereby are, collectively, the “ Amended Documents ”), as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Amended Documents as follows:

1. Partnership Agreement . The Partnership Agreement is hereby amended as follows:

(a) Section 16.1 is hereby amended by deleting the term “8.50%” from the second sentence therein and inserting the term “7.00%” in lieu thereof.

(b) Section 16.2 is hereby amended by deleting the term “8.5%” therefrom and inserting the term “7.0%” in lieu thereof.

(c) Section 16.3A is hereby amended by deleting the term “8.5%” from the first sentence therein and inserting the term “7.0%” in lieu thereof.

(d) Section 16.6A is hereby amended by deleting the phrase “the fifth (5 ^th ) anniversary of the issuance date.” from the first sentence therein and replacing it with “December 2, 2008.”

(e) Section 16.7B is hereby amended by deleting the phrase “the fifth (5 ^th ) anniversary of the date hereof” from clause (iii)(A) the first sentence therein and replacing it with “December 2, 2008".

(f) Section 16.7 is hereby amended by inserting the following as new paragraph C after paragraph B therein:

“C. Certain Additional Voting Rights . So long as any Series B Preferred Units remain outstanding, CPT shall solicit the affirmative vote of the holders of at least two-thirds (2/3) of the Series B Preferred Units outstanding at the time, prior to (i) consummating any transaction or series of transactions which would result in a Change of Control of CPT or the Partnership, (ii) consummating any transaction or series of transactions which would result in the common shares of CPT or any successor entity of CPT ceasing to be listed on at least one of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market (or, in each case, a successor thereto) or (iii) electing not to qualify for taxation as a real estate investment trust under Section 856 et seq. of the Code. For the purposes of this Section 16.7, “Change of Control” shall mean: (i) any sale or other disposition of all or substantially all of the assets of the Partnership or CPT, as the case may be, to an entity that is not an Affiliate of CPT; or (ii) any consolidation, amalgamation, merger, business combination, share exchange, reorganization or similar transaction involving the Partnership or CPT, as the case may be, pursuant to which the Partners of the Partnership or the stockholders of CPT, as the case may be, immediately prior to the consummation of such transaction will own less than a majority of the equity interest in the entity surviving such transaction. If the requisite holders of the Series B Preferred Units fail to approve any of the CPT actions specified in clauses (i), (ii) or (iii) of the first sentence of this Section 16.7C (each a “ Mandatory Redemption Event ”) and CPT still effectuates such action, then the sole remedy of the holders of Series B Preferred Units shall be that the Partnership shall immediately redeem all of

the Series B Preferred Units outstanding at a redemption price, payable in cash, equal to the Capital Account balance of the holders of the Series B Preferred Units or, if greater, the original Capital Contribution of such holders plus the current Series B Priority Return, whether or not declared, to the date of such redemption to the extent not previously distributed; provided, however , that notwithstanding any provision hereof to the contrary, the actions specified in clause (i) of the first sentence of Section 16.7C shall not constitute a Mandatory Redemption Event if, on or prior to the date of the consummation of such transaction or transactions, a “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule 436(g)(2) promulgated under the Securities Act) shall have affirmed the rating accorded the securities of CPT immediately prior to the public announcement of such transaction or transactions, or shall have upgraded such rating (or, if CPT is not the surviving entity in such transaction or transactions, affirmed that the rating of the securities of the successor to CPT shall be at least equal to the rating accorded the securities of CPT immediately prior to the public announcement of such transaction or transactions). The date of such redemption shall be the date of the Mandatory Redemption Event.”

(g) Section 16.9A.(i) is hereby amended by deleting the phrase “the tenth (10 ^th ) anniversary of the date of issuance” from the first sentence therein and inserting the phrase “January 1, 2013” in lieu thereof.

(h) Section 16.9A.(i) is hereby further amended by deleting the term “8.5%” from the first sentence therein and inserting the term “7.0%” in lieu thereof.

(i) Section 16.9A.(i) is hereby further amended by deleting the phrase “the tenth (10 ^th ) anniversary of the issuance date” from the second sentence therein and inserting the phrase “January 1, 2013” in lieu thereof.

(j) Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects.

2. The parties hereto hereby authorize and direct CPT (and its board of trust managers) to amend the Statement of Designation in accordance with the amendment to the Statement of Designation attached hereto as Exhibit A. Such amendment to the Statement of Designation shall be effective December 1, 2003 and shall be filed with the office of the County Clerk of Harris County, Texas as soon as reasonably practicable and in any event by December 5, 2003.

3. The Partnership hereby agrees that the obligations of the Partnership contained in Section 4(d) and Section 4(i) of that certain Contribution Agreement, dated as of February 23, 1999, by and among Belcrest, Belair, the Partnership and CPT shall be extended through December 31, 2004.

4. As soon as reasonably practicable following the execution of this Amendment by the Series B Partners, such Series B Partners shall return all of the certificates representing outstanding Series B Preferred Units to the Partnership. As soon as reasonably practicable following the receipt by the Partnership of such certificates, the Partnership shall reissue such certificates to reflect the terms of Series B Preferred Units, as amended hereby.

5. Each of the Series B Preferred Partners makes the following representations and warranties to the Partnership and CPT as of the date hereof:

(a) Such Series B Preferred Partner is duly organized and validly existing under the laws of the state of its organization and has been duly authorized by all necessary and appropriate action to enter into this Amendment and to consummate the transactions contemplated herein and the individuals executing this Amendment on behalf of such Series B Preferred Partner have been duly authorized by all necessary and appropriate action on behalf of such Series B Preferred Partner. Assuming the due execution and delivery hereof by CPT and the General Partner, this Amendment is a valid and binding obligation of such Series B Preferred Partner, enforceable against such Series B Preferred Partner in accordance with its terms, except insofar as enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and the availability of any particular equitable remedy.

(b) Neither the execution nor the delivery of this Amendment nor the consummation of the transactions contemplated herein nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in a breach of any of the terms, conditions or provisions of (i) the articles of incorporation, bylaws or other organizational documents of such Series B Preferred Partner or (ii) any agreement, order, judgment, decree, arbitration award, statute, regulation or instrument to which such Series B Preferred Partner is a party or by which it or its assets are bound, or (b) constitutes or will constitute a breach, violation or default under any of the foregoing. No consent or approval, authorization, order, regulation or qualification of any governmental entity or any other person is required for the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby by such Series B Preferred Partner.

(c) The Series B Preferred Partners collectively own all of the Preference Units issued pursuant to the Contribution Agreement and the Partnership Agreement, as amended.

6. Each of the Partnership and CPT (each a “ Camden Entity ”) makes the following representations and warranties to the Series B Preferred Partners as of the date hereof:

(a) Such Camden Entity is duly organized and validly existing under the laws of the state of its organization and has been duly authorized by all necessary and appropriate action to enter into this Amendment and to consummate the transactions contemplated herein and the individuals executing this Amendment on behalf of such Camden Entity have been duly authorized by all necessary and appropriate action on behalf of such Camden Entity. Assuming the due execution and delivery hereof by each of the Series B Preferred Partners, this Amendment is a valid and binding obligation of such Camden Entity, enforceable against such Camden Entity in accordance with its terms (except, with respect to CPT, such enforceability is limited to the terms of Sections 1(f), 1(g), 1(h) and 1(i) hereof), except insofar as enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and the availability of any particular equitable remedy.

(b) Neither the execution nor the delivery of this Amendment nor the consummation of the transactions contemplated herein nor fulfillment of or compliance with the

terms and conditions hereof (a) conflict with or will result in a breach of any of the terms, conditions or provisions of (i) the articles of incorporation, bylaws or other organizational documents of such Camden Entity or (ii) any agreement, order, judgment, decree, arbitration award, statute, regulation or instrument to which such Camden Entity is a party or by which it or its assets are bound, or (b) constitutes or will constitute a breach, violation or default under any of the foregoing. No consent or approval, authorization, order, regulation or qualification of any governmental entity or any other person is required for the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby by such Camden Entity.

7. The parties agree to cooperate with either other in effectuating the transactions described herein and agree to execute such further documents and instruments as may reasonably be required to effectuate the transactions described herein.

8. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

9. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

GENERAL PARTENER:

CPT-GP, INC.

By:

__________________________
Name:
Title:

SERIES B PREFERRED PARTNERS

BELCREST REALTY CORPORATION

By:

__________________________
Name:
Title:

BELMAR REALTY CORPORATION

By:

__________________________
Name:
Title:

BELAIR REAL ESTATE CORPORATION

By:

__________________________
Name:
Title:

CAMDEN PROPERTY TRUST, for purpose
of amendments to Section 16.7 and 16.9

By:

__________________________
Name:
Title:

EXHIBIT A

EXHIBIT 12.1

CAMDEN PROPERTY TRUST
STATEMENT REGARDING COMPUTATION OF RATIOS
FOR THE FIVE YEARS ENDED DECEMBER 31, 2003

(In thousands, except for ratio amounts)

	2003 (4)			2002			2001 (3)			2000 (2)			1999 (1)

EARNINGS BEFORE FIXED CHARGES:
Income from continuing operations	$	29,430		$	42,279		$	58,299		$	71,833		$	58,959
Add: income allocated to minority interests		14,984			14,679			15,999			15,306			10,292
Less: equity in income of joint ventures		(3,200	)		(366	)		(8,527	)		(765	)		(683	)

		41,214			56,592			65,771			86,374			68,568
Distributed income of joint ventures		1,107			1,632			15,076			2,122			2,505
Less: interest capitalized		(15,068	)		(10,923	)		(10,920	)		(15,303	)		(16,396	)
Less: preferred distribution of subsidiaries		(12,747	)		(12,872	)		(12,872	)		(12,845	)		(8,278	)

Total earnings before fixed charges		14,506			34,429			57,055			60,348			46,399

FIXED CHARGES:
Interest expense		75,414			71,499			69,841			69,036			57,856
Interest capitalized		15,068			10,923			10,920			15,303			16,396
Accretion of discount		684			529			421			403			320
Amortization of deferred financing charges		2,634			2,165			1,591			1,340			1,064
Interest portion of rental expense		610			576			569			478			517
Preferred distribution of subsidiaries		12,747			12,872			12,872			12,845			8,278

Total fixed charges		107,157			98,564			96,214			99,405			84,431

Total earnings and fixed charges	$	121,663		$	132,993		$	153,269		$	159,753		$	130,830

RATIO OF EARNINGS TO FIXED CHARGES

1.14x

1.35x

1.59x

1.61x

1.55x

RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED SHARE DIVIDENDS:
Total fixed charges	$	107,157	$	98,564	$	96,214	$	99,405	$	84,431
Preferred share dividends		--		--		2,545		9,371		9,371

Total combined fixed charges and preferred share dividends		107,157		98,564		98,759		108,776		93,802
Total earnings and combined fixed charges and
preferred share dividends	$	121,663	$	132,993	$	155,814	$	169,124	$	140,201


RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED SHARE DIVIDENDS				1.14x			1.35x			1.58x			1.55x			1.49x

(1)	Earnings include a $2,979 impact related to gain on sales of properties. Excluding this impact, such ratios would be 1.51x and 1.46x.
(2)	Earnings include a $18,323 impact related to gain on sales of properties. Excluding this impact, such ratios would be 1.42x and 1.39x.
(3)	Earnings include a $2,372 impact related to gain on sales of properties. Excluding this impact, such ratios would be 1.57x and 1.55x.
(4)	Earnings include a $2,590 impact related to gain on sales of properties. Excluding this impact, such ratios would be 1.11x.


INTEREST COVERAGE RATIO
Total revenues	$	416,540		$	410,983		$	411,527		$	395,107		$	363,374
Total expenses		(377,916	)		(354,750	)		(348,128	)		(327,056	)		(297,785	)
Income from discontinued operations		--			3,134			2,993			2,591			2,664
Add: Depreciation and amortization		108,076			103,342			99,563			94,950			87,587
Add: Depreciation of discontinued operations		--			1,785			2,097			2,016			1,929
Add: Interest expense		75,414			71,499			69,841			69,036			57,856

Total	$	222,114		$	235,993		$	237,893		$	236,644		$	215,625

Interest expense	$	75,414		$	71,499		$	69,841		$	69,036		$	57,856

INTEREST COVERAGE RATIO		2.9x			3.3x			3.4x			3.4x			3.7x

EXHIBIT 13.1

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with all of the financial statements and notes appearing elsewhere in this report. Historical results and trends which might appear should not be taken as being indicative of future operations.

We have made statements in this report that are “forward-looking” in that they do not discuss historical fact, but instead note future expectations, projections, intentions or other items relating to the future. You should not rely on these forward-looking statements as they are subject to known and unknown risks, uncertainties and other factors that may cause our actual results or performance to differ materially from those included in the forward-looking statements. Many of those factors are noted in conjunction with the forward-looking statements in the text. Other important factors that could cause actual results to differ include:


o	the results of our efforts to implement our property development, construction and acquisition strategies;
o	the effects of economic conditions, including rising interest rates;
o	our ability to generate sufficient cash flows;
o	the failure to qualify as a real estate investment trust;
o	the costs of our capital and debt;
o	changes in our capital requirements;
o	the actions of our competitors and our ability to respond to those actions;
o	the performance of our mezzanine financing program;
o	changes in governmental regulations, tax rates and similar matters; and
o	environmental uncertainties and disasters.

Business

Camden Property Trust is a real estate investment trust (“REIT”) and, with our subsidiaries, reports as a single business segment with activities related to the ownership, development, construction and management of multifamily apartment communities. As of December 31, 2003, we owned interests in, operated or were developing 146 multifamily properties containing 52,346 apartment homes located in ten states. Two of our newly developed multifamily apartment properties containing 786 apartment homes were in lease-up at year end. Two of our multifamily properties containing 1,002 apartment homes were under development at December 31, 2003, including 464 apartment homes owned through a joint venture. Additionally, we have several sites that we intend to develop into multifamily apartment communities.

Although we expect 2004 to remain a challenging economic environment, we believe we are well positioned for growth. Our average borrowing costs should continue to decline as a result of the replacement of higher priced maturing debt. Additionally, our operating results should be positively impacted by the increase in the occupancy levels of our portfolio and, increases in contributions from our California and Houston development properties.

Property Update

During 2003, stabilization was achieved at three communities totaling 878 apartment homes as follows: Camden Ybor City in Tampa, Florida, a 454 apartment home community that was acquired in the second quarter of 2002; Camden Vineyards in Murrieta, California, which completed construction of 264 apartment homes in the fourth quarter of 2002; and Camden Tuscany in San Diego, California, which completed construction of 160 apartment homes in the third quarter of 2003. We consider a property stabilized once it reaches 90% occupancy, or generally one year from opening the leasing office, with some allowances for larger than average properties.

During 2003, we also completed construction of Camden Sierra at Otay Ranch, a 422 apartment home community located in Chula Vista, California, which we expect will stabilize operations during the first quarter of 2004, and Camden Oak Crest, a 364 apartment home community in Houston, Texas, which we expect will stabilize operations during the second quarter of 2004. Additionally, we continued construction at Camden Harbor View, a 538 apartment home community in Long Beach, California, which we expect to complete and stabilize in 2004. We also began construction on one property, Camden Westwind, a 464 apartment home community in Ashburn, Virginia. This property is owned by a joint venture in which we own a 20% interest.

As of December 31, 2003, we had operating properties in 16 markets. No single market contributed more than 15% of our net operating income for the year then ended. For the year ended December 31, 2003, Houston, Dallas and Las Vegas contributed 14.4%, 13.9% and 13.8%, respectively, of our net operating income. We continually evaluate our portfolio to ensure appropriate geographic diversification in order to manage our risk of market concentration. We seek to selectively dispose of assets that management believes are highly capital intensive, have a lower projected net operating income growth rate than the overall portfolio, or no longer conform to our operating and investment strategies. In connection with this strategy, three communities with 482 apartment homes, which were held through joint ventures, were sold during 2003.

A summary of our 2003 dispositions is as follows:

Property and Location	Number of Apartment Homes	Date of Disposition	Year Built

Park Catalina (a)
Los Angeles, California	90	3/28/03	2002
Oasis Rose (a)
Las Vegas, Nevada	212	5/22/03	1994
Oasis View (a)
Las Vegas, Nevada	180	5/22/03	1983

Total apartment homes sold	482

(a)

As these properties were held through joint ventures, our portion of the results of operations and the gains from these dispositions are included in "Equity in income of joint ventures" in our consolidated statements of operations

Our multifamily property portfolio, excluding land we hold for future development and joint venture properties we do not manage, at December 31, 2003, 2002 and 2001 is summarized as follows:

	2003		2002		2001

	Apartment Homes	Properties	Apartment Homes	Properties	Apartment Homes	Properties

Operating Properties
West Region
Las Vegas, Nevada (a)	9,625	33	10,017	35	10,653	37
Denver, Colorado (a)	2,529	8	2,529	8	2,529	8
Phoenix, Arizona	2,433	8	2,433	8	2,109	7
Southern California	2,499	7	1,917	5	1,653	4
Tucson, Arizona	821	2	821	2	821	2
Reno, Nevada	--	--	--	--	450	1
Central Region
Dallas, Texas	8,359	23	8,359	23	8,359	23
Houston, Texas (b)	6,810	15	6,446	14	7,190	16
St. Louis, Missouri	2,123	6	2,123	6	2,123	6
Austin, Texas	1,745	6	1,745	6	1,745	6
Corpus Christi, Texas (b)	1,284	3	1,284	3	1,663	4
Kansas City, Missouri	596	1	596	1	596	1
East Region
Tampa, Florida	6,089	13	6,089	13	5,023	11
Orlando, Florida	2,804	6	2,804	6	2,804	6
Charlotte, North Carolina	1,659	6	1,659	6	1,659	6
Louisville, Kentucky	1,448	5	1,448	5	1,448	5
Greensboro, North Carolina	520	2	520	2	520	2

Total Operating Properties	51,344	144	50,790	143	51,345	145

Properties Under Development
West Region
Southern California	538	1	1,120	3	802	2
Central Region
Houston, Texas	--	--	364	1	--	--
East Region
Northern Virginia (c)	464	1	--	--	--	--

Total Properties Under Development	1,002	2	1,484	4	802	2

Total Properties	52,346	146	52,274	147	52,147	147

Less: Joint Venture Properties (a) (c)	5,011	18	4,939	19	5,239	20

Total Properties Owned 100%	47,335	128	47,335	128	46,908	127

(a)

Includes properties held in joint ventures as follows: one property with 320 apartment homes in Colorado in which we own a 50% interest, the remaining interest is owned by an unaffiliated private investor; and 16 properties with 4,227 apartment homes (18 properties with 4,619 apartment homes at December 31, 2002, and 19 properties with 4,919 apartment homes at December 31, 2001) in Las Vegas in which we own a 20% interest, the remaining interest is owned by an unaffiliated private investor.

(b)

December 31, 2001 balances include two properties with 744 apartment homes in Houston and one property with 580 apartment homes in Corpus Christi, which are included in discontinued operations in our consolidated financial statements.

(c)

Includes one property with 464 apartment homes currently under development in Virginia held in a joint venture we entered into in 2003 in which we own a 20% interest, the remaining interest is owned by an unaffiliated private investor.

At December 31, 2003, we had two completed properties in lease-up as follows:

($ in millions)

Property and Location		Cost to Date

Camden Oak Crest
Houston, TX	364	$	22.9	82%	2Q03	2Q04
Camden Sierra at Otay Ranch
Chula Vista, CA	422		59.9	90%	3Q03	1Q04

Total	786	$	82.8

At December 31, 2003, we had two properties under development as follows:

($ in millions)

Property and Location		Estimated Cost		Cost Incurred at 12/31/03

In Lease-up
Camden Harbor View
Long Beach, CA	538	$	144.5	$	138.5	2Q04	4Q04
Under Construction - JV's
Camden Westwind
Ashburn, VA	464	$	69.1	$	25.3	1Q06	4Q06

Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes that are capitalized as part of properties under development. Expenditures directly related to the development, acquisition and improvement of real estate assets, excluding internal costs relating to acquisitions, are capitalized at cost as land, buildings and improvements. Indirect development costs, including salaries and benefits and other related costs that are clearly attributable to the development of properties, are also capitalized. All construction and carrying costs are capitalized and reported on the balance sheet in properties under development until the apartment homes are substantially completed. Upon substantial completion of the apartment homes, the total cost for the apartment homes and the associated land is transferred to buildings and improvements and land, respectively, and the assets are depreciated over their estimated useful lives using the straight-line method of depreciation.

Where possible, we stage our construction to allow leasing and occupancy during the construction period, which we believe minimizes the duration of the lease-up period following completion of construction. Our accounting policy related to properties in the development and leasing phase is that all operating expenses associated with completed apartment homes are expensed against revenues generated by those apartment homes.

If an event or change in circumstance indicates that a potential impairment in the value of a property has occurred, our policy is to assess any potential impairment by making a comparison of the current and projected cash flows for such property over its remaining holding period, on an undiscounted basis, to the carrying amount of the property. If such carrying amounts were in excess of the estimated projected cash flows of the property, we would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its estimated fair market value.

Our consolidated financial statements at December 31, 2003 included $189.1 million related to wholly owned properties under development. Of this amount, $64.9 million relates to our one project currently under development, Camden Harbor View. Additionally, we have $124.2 million invested in land held for future development. Included in this amount is $54.0 million related to projects we expect to begin constructing in early 2004. We also have $37.6 million invested in land tracts adjacent to current development projects, which are being utilized in conjunction with those projects. Upon completion of these development projects, we expect to utilize this land to further develop apartment homes in these areas. We may also sell certain parcels of these undeveloped land tracts to third parties for commercial and retail development.

We have completed construction of 17 for-sale townhomes in the downtown Dallas area at a total cost of approximately $5.5 million. During 2001 and 2002, we sold five and eight units, respectively, at a total sales price of approximately $1.6 million and $2.5 million, respectively. During 2003, we sold the four remaining units at a total sales price of approximately $1.3 million. The proceeds received from these townhome sales are included in other revenues in our consolidated statements of operations. Other expenses in our consolidated statements of operations represent the construction costs and marketing expenses associated with the townhomes.

At December 31, 2003 and 2002, our investments in various geographic areas, excluding investments in joint ventures, were as follows:

(In thousands)

	2003				2002

West Region
Southern California	$	516,077	17	%	$	454,878	15	%
Las Vegas, Nevada		382,238	12			379,606	12
Denver, Colorado		193,833	6			192,738	6
Phoenix, Arizona		175,693	6			174,672	6
Tucson, Arizona		35,266	1			34,825	1
Central Region
Dallas, Texas		412,553	13			407,313	13
Houston, Texas		402,724	13			396,462	13
St. Louis, Missouri		118,779	4			117,391	4
Austin, Texas		72,883	2			72,110	2
Corpus Christi, Texas		49,494	2			49,076	2
Kansas City, Missouri		36,730	1			36,458	1
East Region
Tampa, Florida		342,421	11			338,999	11
Orlando, Florida		171,594	5			169,544	6
Charlotte, North Carolina		82,250	3			81,246	3
Louisville, Kentucky		78,075	3			77,308	3
Greensboro, North Carolina		18,213	1			17,941	1
Northern Virginia		--	--			20,017	1

Total Properties	$	3,088,823	100	%	$	3,020,584	100	%

Third-Party Construction Services

Our construction division performs services for our internally developed construction pipeline, as well as provides construction management and general contracting services for third-party owners of multifamily, commercial and retail properties. We are currently under contract on projects ranging from $0.7 million to $17.1 million. We earn fees on these projects ranging from 4% to 7% of the total contracted construction cost which we recognize when they are earned. Fees earned from third-party construction projects totaled

$2.6 million, $2.7 million and $2.6 million for the years ended December 31, 2003, 2002 and 2001, respectively, and are included in revenues in our consolidated statements of operations under “Fee and asset management.” For projects where our fee is based on a fixed price, any cost overruns, as compared to the original budget, incurred during construction will reduce the fee generated on those projects. For any project where cost overruns are expected to be in excess of the fee generated on the project, we will recognize the total expected loss in the period in which the loss is first estimated. During the year ended December 31, 2003, we recorded cost overruns of $2.0 million on fixed fee projects, which represented the estimate of our remaining costs to complete the projects. These cost overruns are included in fee and asset management expenses in our consolidated statements of operations.

Liquidity and Capital Resources

Financial Structure

We intend to maintain what management believes to be a conservative capital structure by:


(i)	using what management believes is a prudent combination of debt and common and preferred equity;
(ii)	extending and sequencing the maturity dates of our debt where possible;
(iii)	managing interest rate exposure using what management believes are prudent levels of fixed and floating rate debt;
(iv)	borrowing on an unsecured basis in order to maintain a substantial number of unencumbered assets; and
(v)	maintaining conservative coverage ratios.

Our interest expense coverage ratio, net of capitalized interest, was 2.9, 3.3 and 3.4 times for the years ended December 31, 2003, 2002 and 2001, respectively. At December 31, 2003, 2002 and 2001, 85.1%, 83.8% and 80.4%, respectively, of our properties (based on invested capital) were unencumbered. Our weighted average maturity of debt, excluding our line of credit, was 6.5 years, 6.7 years and 6.9 years at December 31, 2003, 2002 and 2001, respectively. Interest expense coverage ratio is derived by dividing interest expense for the period into the sum of income from continuing operations before gain on sale of properties, equity in income of joint ventures and minority interests, depreciation, amortization, interest expense and income from discontinued operations.

Liquidity

We intend to meet our short-term liquidity requirements through cash flows provided by operations, our unsecured line of credit discussed in the “Financial Flexibility” section and other short-term borrowings. We expect that our ability to generate cash will be sufficient to meet our short-term liquidity needs, which include:


(i)	operating expenses;
(ii)	current debt service requirements;
(iii)	recurring capital expenditures;
(iv)	initial funding of property developments, acquisitions and mezzanine financings;
(v)	common share repurchases; and
(vi)	distributions on our common and preferred equity.

We consider our long-term liquidity requirements to be the repayment of maturing debt, including borrowings under our unsecured line of credit that were used to fund development and acquisition activities. We intend to meet our long-term liquidity requirements through the use of common and preferred equity capital, senior unsecured debt and property dispositions. We expect to use the proceeds from any property sales for reinvestment in acquisitions or new developments or reduction of debt.

We intend to concentrate our growth efforts toward selective development and acquisition opportunities in our current markets, and through the acquisition of existing operating properties and the development of properties in selected new markets. During the year ended December 31, 2003, we incurred $80.0 million in development costs and no acquisition costs. We currently have one wholly owned property under construction at a projected aggregate cost of approximately $144.5 million, $138.5 million of which had been incurred through 2003. We expect to complete construction on this property in 2004. At year end, we were obligated for approximately $3.0 million under construction contracts related to this project (a substantial amount of which we expect to fund with our unsecured line of credit). We intend to fund our developments and acquisitions through a combination of equity capital, partnership units, medium-term notes, construction loans, other debt securities and our unsecured line of credit.

Net cash provided by operating activities totaled $138.0 million for 2003, a decrease of $44.2 million, or 24.3%, from 2002. Income from continuing operations before gain on sale of properties, equity in income of joint ventures, minority interests, depreciation and amortization for 2003 decreased $12.9 million from 2002. This decrease was due primarily to an increase in total expenses of $23.2 million for 2003 as compared to 2002 with an increase in revenues of only $5.6 million during the same period. Additionally, as a result of timing on our construction and development projects, cash flows from changes in accounts payable decreased $10.0 million during the year ended December 31, 2003, compared to an increase of $22.6 million during 2002.

Net cash used in investing activities totaled $91.9 million for the year ended 2003 compared to $220.8 million in 2002. For 2003, expenditures for property development and capital improvements totaled $80.0 million and $22.3 million, respectively. Also, notes receivable increased $23.8 million due to increases in amounts funded under our mezzanine financing program. These expenditures were offset by $26.3 million in net proceeds received from townhome sales, the sale of 61.1 acres of undeveloped land, and the contribution of a property to a joint venture during 2003. Additionally, distributions from joint ventures totaled $8.9 million during 2003 due to the sale of three properties totaling 482 apartment homes. For the year ended 2002, expenditures for acquisitions, property development and capital improvements were $248.8 million, $124.2 million and $33.7 million, respectively. These expenditures were offset by $127.8 million in net proceeds received from the sales of properties, including properties included in discontinued operations and townhome sales, and a net decrease in investments in third-party development properties of $70.0 million. Additionally, notes receivable increased $17.6 million due primarily to mezzanine financings related to property sales.

Net cash used in financing activities totaled $43.1 million for the year ended 2003 compared to net cash provided of $35.8 million for 2002. During 2003, we paid distributions totaling $121.1 million to holders of common and preferred equity. We received net proceeds of $198.8 million from the issuance of senior unsecured notes in 2003. The proceeds from this issuance were used to pay down borrowings under our line of credit, which decreased $49.0 million during the year, repay $67.9 million in notes payable, and fund our development activities. Additionally, accounts receivable — affiliates increased $18.1 million during 2003 due to an increase in receivables from rabbi trust plan participants under our employee benefit plans. For the year ended 2002, we paid distributions totaling $123.4 million to holders of common and preferred equity. We received net proceeds totaling $365.5 million from the issuance of senior unsecured and secured notes in 2002. The proceeds from these issuances were used to pay down borrowings under our line of

credit, which decreased $61.0 million during the year, repay $85.1 million in notes payable, repurchase $62.7 million in common shares and units, and fund our acquisition and development activities.

In 1998, we began repurchasing our common equity securities under a program approved by our Board of Trust Managers. To date, the Board has authorized us to repurchase or redeem up to $250 million of our securities through open market purchases and private transactions. Management consummates these repurchases and redemptions at the time when they believe that we can reinvest available cash flow into our own securities at yields that exceed those currently available on direct real estate investments. These repurchases were made and we expect that future repurchases, if any, will be made without incurring additional debt and, in management’s opinion, without reducing our financial flexibility. At December 31, 2003, we had repurchased approximately 8.8 million common shares and redeemed approximately 106,000 units convertible into common shares at a total cost of $243.6 million. No common shares or units convertible into common shares were repurchased during 2003.

On January 16, 2004, we paid a distribution of $0.635 per share for the fourth quarter of 2003 to all holders of record of our common shares as of December 19, 2003, and paid an equivalent amount per unit to holders of common units in Camden Operating, L.P. and Oasis Martinique, LLC. Total distributions to common shareholders and holders of common units for the year ended December 31, 2003 were $2.54 per share or unit. We determine the amount of cash available for distribution to unitholders in accordance with the operating agreements and have made and intend to continue to make distributions to the holders of common units in amounts equivalent to the per share distributions paid to holders of common shares. We intend to continue to make shareholder distributions in accordance with REIT qualification requirements under the federal tax code. The dividend payout ratio, which is calculated by dividing distributions per share by funds from operations per share, was 83%, 75% and 69% for the years ended December 31, 2003, 2002 and 2001, respectively. Management intends to maintain a dividend rate for our common shares that, when combined with expenditures for capital improvements, is less than our funds from operations.

Our operating partnership has issued $100 million of 7.0% Series B Cumulative Redeemable Perpetual Preferred Units and $53 million of 8.25% Series C Cumulative Redeemable Perpetual Preferred Units. Distributions on the preferred units are payable quarterly in arrears. The Series B preferred units are redeemable beginning in 2008 and the Series C preferred units are redeemable beginning in 2004, in each case by the operating partnership for cash at par plus the amount of any accumulated and unpaid distributions. The preferred units are convertible beginning in 2009 by the holder into a fixed number of corresponding Series B or C Cumulative Redeemable Perpetual Preferred Shares. The preferred units are subordinate to present and future debt. Effective December 1, 2003, we amended the terms of the Series B preferred units, which are described above. We did not record any charges to earnings in connection with this amendment. Distributions on the preferred units totaled $12.7 million for the year ended December 31, 2003.

Contractual Obligations

The following table summarizes our known contractual obligations as of December 31, 2003:

(In millions)

	Total		2004		2005		2006		2007		2008		Thereafter

Debt maturities (a)	$	1,509.7	$	234.2	$	60.9	$	257.3	$	165.4	$	17.9	$	774.0
Non-cancelable
operating lease
payments		12.2		2.1		1.9		1.6		1.5		1.0		4.1
Construction contracts		3.0		3.0		--		--		--		--		--

	$	1,524.9	$	239.3	$	62.8	$	258.9	$	166.9	$	18.9	$	778.1

(a)

Debt maturities in 2004 are at a weighted average interest rate of 7.1% and will be repaid using proceeds available under our unsecured line of credit

The joint ventures in which we have an interest have been funded with secured, third-party debt. We are not committed to any additional funding on third-party debt in relation to our joint ventures.

Financial Flexibility

We have a $500 million unsecured line of credit that matures in August 2006. The scheduled interest rate is currently based on spreads over LIBOR or Prime. The scheduled interest rate spreads are subject to change as our credit ratings change. Advances under the line of credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of six months or less and may not exceed the lesser of $250 million or the remaining amount available under the line of credit. The line of credit provides us with additional liquidity to pursue development and acquisition opportunities, as well as lower our overall cost of funds. The line of credit is subject to customary financial covenants and limitations, all of which we were in compliance with at December 31, 2003.

Our line of credit provides us with the ability to issue up to $100 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our line, it does reduce the amount available to us. At December 31, 2003, we had outstanding letters of credit totaling $12.4 million.

As an alternative to our unsecured line of credit, we from time to time borrow using competitively bid unsecured short-term notes with lenders who may or may not be a part of the unsecured line of credit bank group. Such borrowings vary in term and pricing and are typically priced at interest rates below those available under the unsecured line of credit.

As of December 31, 2003, we had $440.6 million available under our unsecured line of credit. In February 2003, we filed a universal shelf registration statement providing for the issuance of up to $1.0 billion in debt securities, preferred shares, common shares or warrants. This registration statement was combined with the $85.5 million remaining from our previous $750 million universal shelf. At December 31, 2003, $885.5 million was available for future issuances. We have significant unencumbered real estate assets that could be sold or used as collateral for financing purposes, should other sources of capital not be available.

The following table summarizes our unsecured notes payable issued during 2003 from our $1.1 billion universal shelf:

Type and Amount	Month of Issuance	Terms	Coupon Rate	Maturity Date	Interest Paid	Proceeds, Net of Costs

					June 15 and
$200.0 million senior unsecured notes	12/03	Interest only	5.375%	12/15/13	December 15	$198.9 million

We may redeem the notes at any time at a redemption price equal to the principal amount and accrued interest, plus a make-whole provision. The notes are direct, senior unsecured obligations and rank equally with all other unsecured and unsubordinated indebtedness. We used the net proceeds to reduce indebtedness outstanding under our unsecured line of credit.

During 2003, we paid $50.0 million of maturing unsecured notes payable. These notes had an interest rate of 7.0% and were repaid using proceeds from our unsecured line of credit. Additionally, we repaid two conventional mortgage notes totaling $13.2 million. These notes had interest rates of 7.5% and 7.7% and were repaid using proceeds available under our unsecured line of credit.

At December 31, 2003 and 2002, the weighted average interest rate on our floating rate debt was 2.2% and 2.6%, respectively.

Market Risk

We use fixed and floating rate debt to finance acquisitions, developments and maturing debt. These transactions expose us to market risk related to changes in interest rates. Management’s policy is to review our borrowings and attempt to mitigate interest rate exposure through the use of long-term debt maturities and derivative instruments, where appropriate. As of December 31, 2003, we had no derivative instruments outstanding.

For fixed rate debt, interest rate changes affect the fair market value but do not impact net income to common shareholders or cash flows. Conversely, for floating rate debt, interest rate changes generally do not affect the fair market value but do impact net income to common shareholders and cash flows, assuming other factors are held constant.

At December 31, 2003, we had fixed rate debt of $1,385.1 million and floating rate debt of $124.6 million. Holding other variables constant (such as debt levels), a one percentage point variance in interest rates would change the unrealized fair market value of the fixed rate debt by approximately $62.8 million. The net income available to common shareholders and cash flows impact on the next year resulting from a one percentage point variance in interest rates on floating rate debt would be approximately $1.2 million, holding all other variables constant.

Results of Operations

Changes in revenues and expenses related to our operating properties from period to period are due primarily to property developments, acquisitions, dispositions, and changes in the performance of the stabilized properties in our portfolio. Where appropriate, comparisons are made on a dollars-per-weighted-average-apartment home basis in order to adjust for changes in the number of apartment homes owned during each period.

Selected operating results for the three years ended December 31, 2003 are as follows:

	2003		2002		2001

Total property revenue per apartment home per month	$	725	$	727	$	745
Annualized total property expenses per apartment home	$	3,509	$	3,297	$	3,236
Weighted average number of operating apartment homes owned 100%		46,382		45,465		44,164
Weighted average occupancy, by region:
West		94.3%		93.3%		94.8%
Central		92.0%		92.3%		94.7%
East		93.0%		90.2%		92.2%
Total operating properties owned 100%		92.9%		92.0%		94.2%

2003 Compared to 2002

Income from continuing operations decreased $12.8 million, or 30.4%, from $42.3 million to $29.4 million for the years ended December 31, 2002 and 2003, respectively. The decrease in income from continuing operations was due to many factors, which included, but were not limited to, decreases in property net operating income combined with increases in interest costs and depreciation. Our primary financial focus for our apartment communities is net operating income. Net operating income represents total property revenues less total property expenses. Net operating income decreased $5.8 million, or 2.3%, from $246.6 million to $240.8 million for the years ended December 31, 2002 and 2003, respectively.

The following table presents the components of net operating income for the years ended December 31, 2003 and 2002:

($ in thousands)

	Apartment Homes		Year Ended December 31,				Change
	at 12/31/03		2003		2002		$			%

Property revenues
Same-store communities		42,137	$	356,596	$	361,360	$	(4,764	)		(1.3	)%
Non-same store communities		3,874		38,784		26,321		12,463			47.4
Development and lease-up communities		1,324		7,569		--		7,569			--
Dispositions/other		--		630		8,824		(8,194	)		(92.9	)

Total property revenues		47,335		403,579		396,505		7,074			1.8

Property expenses
Same-store communities		42,137		143,178		136,737		6,441			4.7
Non-same store communities		3,874		15,748		10,322		5,426			52.6
Development and lease-up communities		1,324		3,396		--		3,396			--
Dispositions/other		--		422		2,861		(2,439	)		(85.2	)

Total property expenses		47,335		162,744		149,920		12,824			8.6

Property net operating income
Same-store communities		42,137		213,418		224,623		(11,205	)		(5.0	)
Non-same store communities		3,874		23,036		15,999		7,037			44.0
Development and lease-up communities		1,324		4,173		--		4,173			--
Dispositions/other		--		208		5,963		(5,755	)		(96.5	)

Total property net operating income		47,335	$	240,835	$	246,585	$	(5,750	)		(2.3	)%

Same-store communities are stabilized communities we have owned since January 1, 2002. Non-same store communities are stabilized communities we have acquired or developed since January 1, 2002. Development and lease-up communities are non-stabilized communities we have developed or acquired after January 1, 2002. Dispositions represent communities we have sold since January 1, 2002, which are not included in discontinued operations.

Total property revenues for the year ended December 31, 2003 increased 1.8% as compared to 2002, but decreased from $727 to $725 on a per apartment home per month basis. Total property revenues from our same-store properties decreased 1.3%, from $361.4 million for 2002 to $356.6 million for 2003, which represents a decrease of $9 on a per apartment home per month basis. For same-store properties, rental rates on a per apartment home per month basis increased $14 from 2002 to 2003, and vacancy loss decreased $6 per apartment home over the same period. These increases in revenues were offset by increases in concessions granted which increased $30 per apartment home per month from 2002 to 2003. One of our primary objectives in 2003 was to increase occupancy rates at our same-store properties, which began the year at approximately 90.9% occupied and rose to approximately 94.5% occupied at December 31, 2003. Related to this increase, concessions granted during 2003 at our same-store properties increased approximately $15.3 million from 2002.

Property revenues from our non-same store, development and lease-up properties increased from $26.3 million for 2002 to $46.4 million for 2003 due to the completion and stabilization of properties in our development pipeline. The decrease in property revenues from 2002 to 2003 attributable to property dispositions was $8.2 million.

Fee and asset management revenues during the year ended December 31, 2003 increased $1.0 million over 2002. This increase was due primarily to fees earned on third-party construction and development projects. Other revenues for the year ended December 31, 2003 decreased $2.5 million from 2002. Other revenues for the year ended December 31, 2002 included $5.3 million of interest income from our third-party development program. This program was completed in 2002. Other revenues for 2003 included approximately $3.9 million of interest income related to our mezzanine financing program, which we began in the third quarter of 2002. Interest income from this program totaled $0.4 million during the year ended December 31, 2002.

Total property expenses for the year ended December 31, 2003 increased $12.8 million, or 8.6%, as compared to 2002, and increased from $3,297 to $3,509 on an annualized per apartment home basis. Total property expenses from our same-store properties increased 4.7%, from $136.7 million for 2002 to $143.2 million for 2003, which represents an increase of $153 on an annualized per apartment home basis. The increase in same-store property expenses per apartment home was due primarily to increases in property insurance premiums, salary expenses, repair and maintenance expenses and slight increases in all other expense categories. Property expenses from our non-same store, development and lease-up properties increased from $10.3 million for 2002 to $19.1 million for 2003. The increase in operating expenses during 2003 from our non-same store, development and lease-up properties was consistent with the growth in revenues during the same period. The decrease in property expenses from 2002 to 2003 attributable to property dispositions was $2.4 million.

Property management expense, which represents regional supervision and accounting costs related to property operations, increased from $10.0 million for the year ended December 31, 2002 to $10.2 million for the year ended December 31, 2003. This increase was due primarily to increases in salary and benefit expenses.

Fee and asset management expense, which represents expenses related to third-party construction projects and property management for third parties, increased from $2.5 million for the year ended December 31, 2002 to $3.9 million for the year ended December 31, 2003. This increase was due primarily to increased costs associated with our third-party construction division, including cost overruns on fixed fee projects that totaled $2.0 million for 2003. See further discussion of our third-party construction in our “Business” section.

General and administrative expenses increased $1.8 million from $14.4 million in 2002 to $16.2 million in 2003, and increased as a percent of revenues from 3.5% to 3.9%. The increase was due primarily to increases in salary and benefit expenses, costs associated with pursuing potential transactions that were not consummated and increases in public company related costs.

Gross interest cost before interest capitalized to development properties increased $8.1 million, or 9.8%, from $82.4 million for the year ended December 31, 2002 to $90.5 million for the year ended December 31, 2003. The overall increase in interest expense was due to higher average debt balances during 2003 that were incurred to fund our increase in real estate assets. This increase was partially offset by declines in the average interest rate on our outstanding debt, due to declines in variable interest rates and savings from maturing debt. Interest capitalized increased from $10.9 million to $15.1 million for the year ended December 31, 2002 and 2003, respectively, due to higher average balances in our development pipeline.

Depreciation and amortization increased from $103.3 million for 2002 to $108.1 million for 2003. Total real estate assets have increased approximately $276.3 million since January 1, 2002 due to construction efforts at our new development properties, property acquisitions and capital improvements, partially offset by property dispositions. The increase in amortization was due primarily to costs related to new debt financings that were issued in late 2002 and 2003.

Gain on sale of properties for the year ended December 31, 2003 was from the sale of 61.1 acres of undeveloped land located in Houston. Gain on sale of properties for the year ended December 31, 2002 totaled $0.4 million due primarily to the sale of 6.7 acres of undeveloped land located in Houston. During 2002, we also sold two properties with 786 apartment homes in Las Vegas and Reno and 58.6 acres of undeveloped land adjacent to those properties.

Equity in income of joint ventures increased $2.8 million from 2002, primarily from gains recognized on sale of properties held in joint ventures. Our portion of the gain recognized on these property sales totaled $1.4 million during 2003.

2002 Compared to 2001

Income from continuing operations decreased $16.0 million, or 27.5%, from $58.3 million to $42.3 million for the years ended December 31, 2001 and 2002, respectively. The weighted average number of apartment homes increased by 1,301 apartment homes, or 2.9%, from 44,164 to 45,465 for the years ended December 31, 2001 and 2002, respectively. The increase in the weighted average number of apartment homes was due primarily to the acquisition of 1,662 apartment homes and an increase in occupancy at our newly constructed properties. We had 122 and 124 wholly owned operating properties at December 31, 2001 and 2002, respectively. The weighted average number of apartment homes and the number of operating properties exclude the impact of our ownership interest in properties owned in joint ventures, and the impact from properties classified as discontinued operations.

Our apartment communities generate rental revenue and other income through the leasing of apartment homes. Revenues from our rental operations comprised 96% of our total revenues for the years ended December 31, 2001 and 2002. Our primary financial focus for our apartment communities is net operating income. Net operating income represents total property revenues less total property expenses. Net operating income decreased $5.2 million, or 2.1%, from $251.8 million to $246.6 million for the years ended December 31, 2001 and 2002, respectively. Net operating income from our stabilized communities, which represents properties owned and stabilized as of January 1, 2001, decreased $10.6 million, or 4.7% from

$224.2 million to $213.6 million for the years ended December 31, 2001 and 2002, respectively. This decrease was offset by increases in net operating income from our newly developed and acquired properties.

Rental revenues for the year ended December 31, 2002 decreased slightly from the year ended December 31, 2001. Rental revenues per apartment home per month decreased $20, or 2.9%, from $691 to $671 for the years ended December 31, 2001 and 2002, respectively. The decrease was primarily due to higher concessions granted and higher vacancy rates in the majority of our markets during 2002. Overall average occupancy decreased from 94.2% for the year ended December 31, 2001 to 92.2% for the year ended December 31, 2002.

Other property revenues increased $1.9 million from $28.7 million to $30.6 million for the years ended December 31, 2001 and 2002, respectively, which represents a monthly increase of $2 per apartment home. This increase in other property revenues was due primarily to increases in miscellaneous property fees, as well as increases in cable and water revenues.

Fee and asset management revenues for 2002 decreased $1.5 million from 2001. This decrease was due primarily to a reduction in fees earned from our investments in third-party development projects in 2002.

Other revenues for the year ended December 31, 2002 decreased $0.9 million from the year ended December 31, 2001. This decrease was due primarily to decreases in interest income related to our investments in third-party development projects partially offset by increases in revenues from townhome sales.

Property operating and maintenance expenses increased $5.8 million or 5.6%, from $103.2 million to $108.9 million, and increased as a percent of total property income from 26.1% to 27.5% for the years ended December 31, 2001 and 2002, respectively. The increase in property operating and maintenance expenses as a percent of property income was due primarily to a decline in rental income from our stabilized communities combined with an increase in operating expenses. On an annualized basis, property operating and maintenance expenses increased $60 per unit, or 2.6%. This increase was due primarily to increases in salary and benefit expenses and a 33.7% increase in property insurance expenses.

Real estate taxes increased $1.2 million from $39.8 million to $41.0 million for the years ended December 31, 2001 and 2002, respectively, which represents an annual increase of $2 per apartment home. The increase was due primarily to increases in the valuations of properties and increases in property tax rates.

Property management expense, which represents regional supervision and accounting costs related to property operations, increased from $9.5 million for the year ended December 31, 2001 to $10.0 million for the year ended December 31, 2002. This increase was due primarily to increases in salary and benefit expenses.

Fee and asset management expense, which represents expenses related to third-party construction projects and property management for third parties, increased from $2.0 million for the year ended December 31, 2001 to $2.5 million for the year ended December 31, 2002. This increase was due primarily to increased costs associated with our third-party construction division. See further discussion of our third-party construction in our “Business” section.

General and administrative expenses increased $1.9 million, from $12.5 million in 2001 to $14.4 million in 2002, and increased as a percent of revenues from 3.0% to 3.5%. The increase was due primarily to increases in salary and benefit expenses, including long-term incentive compensation costs, increases in costs associated with pursuing potential transactions that were not consummated and information technology expenses.

Other expenses, which represent the construction costs associated with the townhomes sold during the year, increased $1.3 million, from $1.5 million for the year ended December 31, 2001 to $2.8 million for the year ended December 31, 2002. During 2002, we sold eight townhomes, compared with five townhome sales in 2001.

Gross interest cost before interest capitalized to development properties increased $1.7 million, or 2.0%, from $80.8 million for the year ended December 31, 2001 to $82.4 million for the year ended December 31, 2002. The overall increase in interest expense was due to higher average debt balances in 2002, offset by lower average interest rates on our floating rate debt. Interest capitalized remained constant at $10.9 million for the years ended December 31, 2002 and 2001.

Depreciation and amortization increased from $99.6 million to $103.3 million. This increase was due to increases in real estate assets resulting from new development, property acquisitions and capital improvements during the past two years.

Gain on sale of properties for the year ended December 31, 2002 totaled $0.4 million due primarily to the sale of 6.7 acres of undeveloped land located in Houston. During 2002, we also sold two properties with 786 apartment homes and 58.6 acres of undeveloped land adjacent to those properties. We will continue to manage these two properties for a third party and therefore have included the gain resulting from this sale, which totaled approximately $18,000, in “Gain on sale of properties.” Gain on sale of properties for the year ended December 31, 2001 totaled $2.4 million due primarily to the sale of 22.7 acres of undeveloped land located in Houston.

Equity in income of joint ventures decreased $8.2 million from the year ended 2001, primarily from gains recognized in one of our joint ventures from the sale of three properties totaling 1,264 apartment homes in 2001. The gains from these properties, which are located in North Carolina and Dallas, totaled $6.6 million for year ended December 31, 2001. During the year ended December 31, 2002, one property with 300 apartment homes was sold, resulting in a gain of $37,000.

Funds from Operations (FFO)

Management considers FFO to be an appropriate measure of performance of an equity REIT. The National Association of Real Estate Investment Trusts currently defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from property sales, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our definition of diluted FFO also assumes conversion at the beginning of the period of all dilutive convertible securities, including minority interests, which are convertible into common equity. We consider FFO to be a useful performance measure of our operating performance because FFO, together with net income and cash flows, provides investors with an additional basis to evaluate our ability to incur and service debt and to fund capital expenditures and distributions to shareholders and unitholders.

We believe that in order to facilitate a clear understanding of our consolidated historical operating results, FFO should be examined in conjunction with net income as presented in the consolidated statements of operations and data included elsewhere in this report. FFO is not defined by generally accepted accounting principles. FFO should not be considered as an alternative to net income as an indication of our operating performance or to net cash provided by operating activities as a measure of our liquidity. Furthermore, FFO as disclosed by other REITs may not be comparable to our calculation.

The reconciliation of net income available to common shareholders to FFO and the calculation of diluted FFO for the years ended December 31, 2003, 2002 and 2001 are as follows:

(In thousands)

	2003			2002			2001

Funds from operations
Net income available to common shareholders	$	29,430		$	74,612		$	58,747
Real estate depreciation from continuing operations		103,354			99,206			96,303
Real estate depreciation from discontinued operations		--			1,785			2,097
Adjustments for unconsolidated joint ventures		678			2,252			(3,032	)
Gain on sale of properties		(2,590	)		(359	)		(2,372	)
Gain on sale of discontinued operations		--			(29,199	)		--
Preferred share dividends		--			--			2,545
Income allocated to units convertible into common shares		2,237			1,807			3,127
Adjustments for convertible subordinated debentures		--			--			37

Funds from operations - diluted	$	133,109		$	150,104		$	157,452

Weighted average common shares outstanding		39,355			40,441			39,796
Common share options and awards granted		1,433			1,313			1,234
Units convertible into common shares		2,446			2,462			2,509
Preferred shares		--			--			1,052
Convertible subordinated debentures		--			--			19

Weighted average common and common equivalent shares outstanding - diluted		43,234			44,216			44,610

Inflation

We lease apartments under lease terms generally ranging from 6 to 13 months. Management believes that such short-term lease contracts lessen the impact of inflation due to the ability to adjust rental rates to market levels as leases expire.

Critical Accounting Policies and Use of Estimates

The Securities and Exchange Commission has issued guidance for the disclosure of “critical accounting policies.” The SEC defines “critical accounting policies” as those that are most important to the presentation of a company’s financial condition and results, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We follow financial accounting and reporting policies that are in accordance with generally accepted accounting principles. The more significant of these policies relate to cost capitalization and asset impairment, which are discussed in the “Property Update” section, and income recognition, capital expenditures and notes receivable collectibility that are further discussed below.

Income recognition. Our rental and other property income is recorded when due from residents and is recognized monthly as it is earned. Other property income consists primarily of utility rebillings, and administrative, application and other transactional fees charged to our residents. Interest, fee and asset management and all other sources of income are recognized as earned.

Capital expenditures. We capitalize renovation and improvement costs that we believe extend the economic lives and enhance the earnings of the related assets. Capital expenditures, including carpet, appliances and HVAC unit replacements, subsequent to initial construction are capitalized and depreciated over their estimated useful lives, which range from 3 to 20 years.

Notes receivable. We evaluate the collectibility of both interest and principal of each of our notes receivable. If we identify that the borrower is unable to perform their duties under the notes receivable or that the operations of the property do not support the continued recognition of interest income or the carrying value of the loan, we would then cease income recognition and record an impairment charge against the loan.

The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods and related disclosures. Our estimates relate to determining the allocation of the purchase price of our acquisitions, developments and the carrying value of our assets, reserves related to co-insurance requirements under our property, general liability and employee benefit insurance programs and estimates of expected losses of variable interest entities. Actual results could differ from those estimates.

Impact of Recent Accounting Pronouncements

On January 1, 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires that the assets and results of operations of any communities that have been sold, or otherwise qualify as held for sale, be presented as discontinued operations in our consolidated financial statements in both current and prior periods presented. Real estate to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Depreciation expense is not recorded during the period in which such assets are considered held for sale.

In April 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”, which is effective for fiscal years beginning after May 15, 2002. Among other corrections, SFAS No. 145 requires gains and losses from the extinguishment of debt to be classified as extraordinary only if they meet the criteria set forth in Accounting Principles Board Opinion No. 30. Our adoption of SFAS No. 145 on January 1, 2003 did not have a material impact on our financial position, results of operations or cash flows.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 elaborates on the disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for periods ending after December 15, 2002. Our application of FIN 45 did not have a material impact on our financial position, results of operations or cash flows.

In December 2002, FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” which is effective for fiscal years ending after December 15, 2002. SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation” to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. Our adoption of the prospective method set forth in SFAS No. 148 did not have a material impact on our financial position, results of operations or cash flows. See further discussion of our accounting for stock-based compensation in Note 10 to our consolidated financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, Consolidated Financial Statements” (“FIN 46”), which was revised in December 2003. This interpretation requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. This interpretation is effective for periods ending after March 15, 2004. Our application of FIN 46 will not require the consolidation of any additional entities.

In May 2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150, as amended, is effective for the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material impact on our financial position, results of operations or cash flows.

INDEPENDENT AUDITORS' REPORT

To the Shareholders of Camden Property Trust

We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the “Trust”) as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Camden Property Trust and subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, in 2002 the Trust changed its method of accounting for the impairment and disposal of long-lived assets to conform to Statement of Financial Accounting Standards No. 144.

DELOITTE & TOUCHE LLP

Houston, Texas
March 9, 2004

CAMDEN PROPERTY TRUST
CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

	December 31,

	2003			2002

Assets
Real estate assets, at cost
Land	$	400,490		$	386,246
Buildings and improvements		2,499,214			2,348,702

		2,899,704			2,734,948
Accumulated depreciation		(601,688	)		(498,776	)

Net operating real estate assets		2,298,016			2,236,172
Properties under development, including land		189,119			285,636
Investments in joint ventures		11,033			15,386

Total real estate assets		2,498,168			2,537,194

Accounts receivable - affiliates		25,997			5,843
Notes receivable
Affiliates		9,017			1,800
Other		41,416			17,614
Other assets, net		40,951			41,827
Cash and cash equivalents		3,357			405
Restricted cash		6,655			4,216

Total assets	$	2,625,561		$	2,608,899


Liabilities and shareholders' equity
Liabilities
Notes payable
Unsecured	$	1,277,879		$	1,177,347
Secured		231,798			249,669
Accounts payable		26,150			36,189
Accrued real estate taxes		27,407			26,827
Accrued expenses and other liabilities		50,111			48,144
Distributions payable		30,946			30,541

Total liabilities		1,644,291			1,568,717

Commitments and contingencies

Minority interests
Units convertible into perpetual preferred shares		149,815			149,815
Units convertible into common shares		46,570			50,914

Total minority interests		196,385			200,729

Shareholders' equity
Common shares of beneficial interest; $0.01 par value per share;
100,000 shares authorized; 50,060 and 49,223 issued at
December 31, 2003 and 2002, respectively		483			479
Additional paid-in capital		1,330,512			1,314,592
Distributions in excess of net income		(297,808	)		(224,756	)
Unearned restricted share awards		(11,875	)		(13,714	)
Treasury shares, at cost		(236,427	)		(237,148	)

Total shareholders' equity		784,885			839,453

Total liabilities and shareholders' equity	$	2,625,561		$	2,608,899

See Notes to Consolidated Financial Statements.

CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Year Ended December 31,

	2003			2002			2001

Revenues
Rental revenues	$	371,019		$	365,883		$	365,973
Other property revenues		32,560			30,622			28,692

Total property revenues		403,579			396,505			394,665
Fee and asset management		7,276			6,264			7,745
Other revenues		5,685			8,214			9,117

Total revenues		416,540			410,983			411,527
Expenses
Property operating and maintenance		118,616			108,915			103,154
Real estate taxes		44,128			41,005			39,760

Total property expenses		162,744			149,920			142,914
Property management		10,154			10,027			9,510
Fee and asset management		3,908			2,499			2,016
General and administrative		16,231			14,439			12,521
Impairment provision for technology investments		--			--			9,864
Other expenses		1,389			2,790			1,511
Losses related to early retirement of debt		--			234			388
Interest		75,414			71,499			69,841
Amortization of deferred financing costs		2,634			2,165			1,591
Depreciation		105,442			101,177			97,972

Total expenses		377,916			354,750			348,128

Income from continuing operations before gain on sale of properties, equity in income of joint ventures and minority interests		38,624			56,233			63,399
Gain on sale of properties		2,590			359			2,372
Equity in income of joint ventures		3,200			366			8,527
Income allocated to minority interests
Distributions on units convertible into perpetual preferred shares ..		(12,747	)		(12,872	)		(12,872	)
Income allocated to units convertible into common shares		(2,237	)		(1,807	)		(3,127	)

Income from continuing operations		29,430			42,279			58,299
Income from discontinued operations		--			3,134			2,993
Gain on sale of discontinued operations		--			29,199			--

Net income		29,430			74,612			61,292
Preferred share dividends		--			--			(2,545	)

Net income available to common shareholders	$	29,430		$	74,612		$	58,747

Earnings per share - basic
Income from continuing operations	$	0.75		$	1.04		$	1.40
Income from discontinued operations, including gain on sale		--			0.80			0.08

Net income available to common shareholders	$	0.75		$	1.84		$	1.48

Earnings per share - diluted
Income from continuing operations	$	0.71		$	1.00		$	1.34
Income from discontinued operations, including gain on sale		--			0.73			0.07

Net income available to common shareholders	$	0.71		$	1.73		$	1.41

Distributions declared per common share	$	2.54		$	2.54		$	2.44
Weighted average number of common shares outstanding		39,355			40,441			39,796
Weighted average number of common and common dilutive equivalent shares outstanding		41,354			44,216			41,603

See Notes to Consolidated Financial Statements.

CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share amounts)

	Preferred Shares of Beneficial Interest			Common Shares of Beneficial Interest			Additional Paid-In Capital

Shareholders' equity, January 1, 2001	$	42		$	450		$	1,312,323
Net income available to common shareholders
Conversion of preferred shares (3,088 shares)		(31	)		24			7
Redemption of preferred shares (1,077 shares)		(11	)					(26,911	)
Common shares issued under dividend reinvestment plan								15
Conversion of debentures (81 shares)					1			2,006
Restricted shares issued under benefit plan (266 shares)					2			6,048
Restricted shares canceled under benefit plan (19 shares)								(555	)
Amortization of previously granted restricted shares
Employee share purchase plan								(36	)
Restricted shares placed into rabbi trust (269 shares)					(3	)		3
Common share options exercised (110 shares)					1			3,160
Conversion of operating partnership units (51 shares)					1			1,179
Cash distributions ($2.44 per share)

Shareholders' equity, December 31, 2001		--			476			1,297,239

Net income available to common shareholders
Common shares issued under dividend reinvestment plan								26
Restricted shares issued under benefit plan (385 shares)					4			10,764
Restricted shares canceled under benefit plan (18 shares)								(565	)
Amortization of previously granted restricted shares
Employee share purchase plan								125
Restricted shares placed into rabbi trust (310 shares)					(3	)		3
Common share options exercised (204 shares)					2			6,190
Conversion of operating partnership units (35 shares)								810
Repurchase of common shares (1,945 shares)
Cash distributions ($2.54 per share)

Shareholders' equity, December 31, 2002		--			479			1,314,592

Net income available to common shareholders
Common shares issued under dividend reinvestment plan								41
Restricted shares issued under benefit plan (195 shares)					2			5,000
Restricted shares canceled under benefit plan (74 shares)					(1	)		(2,379	)
Amortization of previously granted restricted shares
Employee share purchase plan								88
Restricted shares placed into rabbi trust (410 shares)					(4	)		4
Common share options exercised (689 shares)					7			12,849
Conversion of operating partnership units (16 shares)								317
Cash distributions ($2.54 per share)

Shareholders' equity, December 31, 2003	$	--		$	483		$	1,330,512

CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

(In thousands, except per share amounts)

	Distributions In Excess of Net Income			Unearned Restricted Share Awards			Treasury Shares, at cost

Shareholders' equity, January 1, 2001	$	(153,972	)	$	(6,680	)	$	(177,980	)
Net income available to common shareholders		58,747
Conversion of preferred shares (3,088 shares)
Redemption of preferred shares (1,077 shares)
Common shares issued under dividend reinvestment plan
Conversion of debentures (81 shares)
Restricted shares issued under benefit plan (266 shares)					(5,777	)
Restricted shares canceled under benefit plan (19 shares)					555
Amortization of previously granted restricted shares					3,281
Employee share purchase plan								666
Restricted shares placed into rabbi trust (269 shares)
Common share options exercised (110 shares)								1,189
Conversion of operating partnership units (51 shares)
Cash distributions ($2.44 per share)		(99,493	)

Shareholders' equity, December 31, 2001		(194,718	)		(8,621	)		(176,125	)

Net income available to common shareholders		74,612
Common shares issued under dividend reinvestment plan
Restricted shares issued under benefit plan (385 shares)					(10,459	)
Restricted shares canceled under benefit plan (18 shares)					566
Amortization of previously granted restricted shares					4,800
Employee share purchase plan								639
Restricted shares placed into rabbi trust (310 shares)
Common share options exercised (204 shares)								1,013
Conversion of operating partnership units (35 shares)
Repurchase of common shares (1,945 shares)								(62,675	)
Cash distributions ($2.54 per share)		(104,650	)

Shareholders' equity, December 31, 2002		(224,756	)		(13,714	)		(237,148	)

Net income available to common shareholders		29,430
Common shares issued under dividend reinvestment plan
Restricted shares issued under benefit plan (195 shares)					(4,834	)
Restricted shares canceled under benefit plan (74 shares)					2,380
Amortization of previously granted restricted shares					4,293
Employee share purchase plan								721
Restricted shares placed into rabbi trust (410 shares)
Common share options exercised (689 shares)
Conversion of operating partnership units (16 shares)
Cash distributions ($2.54 per share)		(102,482	)

Shareholders' equity, December 31, 2003	$	(297,808	)	$	(11,875	)	$	(236,427	)

See Notes to Consolidated Financial Statements.

CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,

	2003			2002			2001

Cash flow from operating activities
Net income	$	29,430		$	74,612		$	61,292
Adjustments to reconcile net income to net cash provided by operating activities
Income from discontinued operations		--			(3,134	)		(2,993	)
Depreciation and amortization		108,076			103,342			99,563
Equity in income of joint ventures		(3,200	)		(366	)		(8,527	)
Gain on sale of discontinued operations		--			(29,199	)		--
Gain on sale of properties		(2,590	)		(359	)		(2,372	)
Impairment provision for technology investments		--			--			9,864
Income allocated to units convertible into common shares		2,237			1,807			3,127
Accretion of discount on unsecured notes payable		684			529			421
Net change in operating accounts		3,325			30,030			14,985

Net cash provided by operating activities of continuing operations		137,962			177,262			175,360
Net cash provided by operating activities of discontinued operations		--			4,945			4,920

Net cash provided by operating activities		137,962			182,207			180,280
Cash flow from investing activities
Increase in real estate assets		(100,914	)		(401,403	)		(122,088	)
Net proceeds from sales of properties and townhomes		26,264			76,007			10,377
Net proceeds from sale of discontinued operations		--			51,810			--
Increase in investments in joint ventures		--			--			(1,881	)
Distributions from joint ventures		8,917			2,053			15,938
Increase in notes receivable - other		(23,802	)		(17,614	)		--
Increase in investments in third-party development properties		--			(10,386	)		(26,349	)
Decrease in investments in third-party development properties		--			80,369			29,259
Increase in technology investments		(39	)		(240	)		(7,249	)
Other		(2,373	)		(1,362	)		(1,696	)

Net cash used in investing activities		(91,947	)		(220,766	)		(103,689	)
Cash flow from financing activities
Net decrease in unsecured line of credit and short-term borrowings		(49,000	)		(61,000	)		(39,000	)
Proceeds from issuance of notes payable		198,848			365,528			326,868
Repayments of notes payable		(67,871	)		(85,088	)		(219,359	)
Distributions to shareholders and minority interests		(121,075	)		(123,412	)		(119,226	)
Repurchase of preferred shares		--			--			(26,922	)
Repurchase of common shares and units		--			(62,675	)		--
Net increase in accounts receivable - affiliates		(18,086	)		(570	)		(839	)
Repayment of notes receivable - affiliates		1,800			--			--
Common share options exercised		11,333			7,206			4,352
Other		988			(4,204	)		(4,222	)

Net cash (used in) provided by financing activities		(43,063	)		35,785			(78,348	)

Net increase (decrease) in cash and cash equivalents		2,952			(2,774	)		(1,757	)
Cash and cash equivalents, beginning of year		405			3,179			4,936

Cash and cash equivalents, end of year	$	3,357		$	405		$	3,179

Supplemental information
Cash paid for interest, net of interest capitalized	$	75,419		$	70,912		$	65,276
Interest capitalized		15,068			10,923			10,920
Supplemental schedule of noncash investing and financing activities
Value of shares issued under benefit plans, net	$	2,454		$	9,893		$	5,222
Conversion of operating partnership units to common shares		317			810			1,179
Note receivable issued upon sale of real estate asset		9,017			--			--
Contribution of real estate asset to joint venture		1,364			--			--
Conversion of 7.33% subordinated debentures to common shares, net		--			--			1,950
Conversion of preferred shares to common shares		--			--			31

See Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Camden Property Trust is a self-administered and self-managed real estate investment trust (“REIT”) organized on May 25, 1993. We, with our subsidiaries, report as a single business segment, with activities related to the ownership, development, construction and management of multifamily apartment communities. As of December 31, 2003, we owned interests in, operated or were developing 146 multifamily properties containing 52,346 apartment homes located ten states. At December 31, 2003, we had two recently completed multifamily properties containing 786 apartment homes in lease-up. Two of our multifamily properties containing 1,002 apartment homes were under development at December 31, 2003, including 464 apartment homes owned through a joint venture. Additionally, we have several sites that we intend to develop into multifamily apartment communities.

As of December 31, 2003, we had operating properties in 16 markets. No one market contributed more than 15% of our net operating income for the year then ended. For the year ended December 31, 2003, Houston, Dallas and Las Vegas contributed 14.4%, 13.9% and 13.8%, respectively, of our net operating income.

2. Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include our assets, liabilities and operations and those of our wholly owned subsidiaries and partnerships in which our aggregate ownership is greater than 50% and we exercise elements of control. Those entities owned 50% or less where significant influence is in effect are accounted for using the equity method. Those entities owned less than 50% where significant influence is not exercised are accounted for using the cost method. All significant intercompany accounts and transactions have been eliminated in consolidation.

In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, Consolidated Financial Statements” (“FIN 46”), which was revised in December 2003. This interpretation requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. This interpretation is effective for periods ending after March 15, 2004. Our application of FIN 46 will not require the consolidation of any additional entities.

Use of Estimates. The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods and related disclosures. Our estimates relate to determining the allocation of the purchase price of our acquisitions, developments and the carrying value of our assets, reserves related to co-insurance requirements under our property, general liability and employee benefit insurance programs and estimates of expected losses of variable interest entities. Actual results could differ from those estimates.

Reportable Segments. FASB Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. We have determined that we have one reportable segment, with activities related to the ownership, development and management of multifamily communities. Our apartment communities generate rental revenue and other income through the leasing of apartment homes, which comprised 97%, 96% and 96% of our total consolidated revenues for the

years ended December 31, 2003, 2002 and 2001, respectively. Although our multifamily communities are geographically diversified throughout the United States, management evaluates operating performance on an individual property level. Where appropriate, we provide information about our real estate portfolio on a geographic basis in order to illustrate the concentration of market risk associated with our portfolio.

Operating Partnership and Minority Interests. Approximately 25% of our multifamily apartment units at December 31, 2003 were held in Camden Operating, L.P. This operating partnership has issued both common and preferred limited partnership units. As of December 31, 2003, we held 83.1% of the common limited partnership units and the sole 1% general partnership interest of the operating partnership. The remaining 15.9% of the common limited partnership units are held primarily by former officers, directors and investors of Paragon Group, Inc., which we acquired in 1997. Each common limited partnership unit is redeemable for one common share of Camden or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns common limited partnership units, and only two of our eight trust managers own common limited partnership units.

In conjunction with our acquisition of Oasis Residential, Inc. in 1998, we acquired the controlling managing member interest in Oasis Martinique, LLC, which owns one property in Orange County, California and is included in our consolidated financial statements. The remaining interests, comprising 740,348 units, are exchangeable into 561,924 of our common shares.

Minority interests in the accompanying consolidated financial statements relate to holders of common and preferred limited partnership units of Camden Operating, L.P. and units in Oasis Martinique, LLC.

Cash and Cash Equivalents. All cash and investments in money market accounts and other securities with a maturity of three months or less at the date of purchase are considered to be cash and cash equivalents.

Restricted Cash. Restricted cash consists of escrow deposits held by lenders for property taxes, insurance and replacement reserves, cash required to be segregated for the repayment of residents’ security deposits and deposits related to our development activities. Substantially all restricted cash is invested in demand and short-term instruments.

Real Estate Assets, at Cost. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. Expenditures directly related to the development, acquisition and improvement of real estate assets, excluding internal costs relating to acquisitions, are capitalized at cost as land, buildings and improvements. Indirect development costs, including salaries and benefits, travel and other related costs that are clearly attributable to the development of properties, are also capitalized. All construction and carrying costs are capitalized and reported on the balance sheet in properties under development until the apartment

homes are substantially completed. Upon substantial completion of the apartment homes, the total cost for the apartment homes and the associated land is transferred to buildings and improvements and land, respectively, and the assets are depreciated over their estimated useful lives using the straight-line method of depreciation.

Upon the acquisition of real estate, we assess the fair value of acquired assets, including land, buildings, the value of in-place leases, including above and below market leases, and acquired liabilities. We then allocate the purchase price of the acquired property based on these assessments. We assess fair value based on estimated cash flow projections and available market information. As of December 31, 2003, we have not acquired any operating properties that would fall within the scope of SFAS No. 141, “Business Combinations.”

On January 1, 2002, we adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires that the assets and results of operations of any communities that have been sold, or otherwise qualify as held for sale, be presented as discontinued operations in our consolidated financial statements in both current and prior periods presented. Real estate to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Depreciation expense is not recorded during the period in which such assets are considered held for sale.

We capitalized $22.3 million and $33.7 million in 2003 and 2002, respectively, of renovation and improvement costs which we believe extended the economic lives and enhanced the earnings of the related assets. Capital expenditures are capitalized and depreciated over their useful lives, which range from 3 to 20 years. Capital expenditures for 2002 included $6.3 million of non-recurring expenditures associated with signage implemented as part of our branding initiatives. Expenditures for signage represent fixed assets that are being depreciated over 10 years, as we believe that the new signage should provide long term benefits to us.

Carrying charges, principally interest and real estate taxes, of land under development and buildings under construction are capitalized as part of properties under development and buildings and improvements to the extent that such charges do not cause the carrying value of the asset to exceed its net realizable value. Capitalized interest was $15.1 million in 2003, $10.9 million in 2002 and $10.9 million in 2001. Capitalized real estate taxes were $2.3 million in 2003, $2.0 million in 2002 and $2.3 million in 2001. All operating expenses, excluding depreciation, associated with completed apartment homes for properties in the development and leasing phase are expensed against revenues generated by those apartment homes. Upon substantial completion of the project, all apartment homes are considered operating and we stop capitalizing carrying costs.

All initial buildings and improvements costs are depreciated over their remaining estimated useful lives of 5 to 35 years using the straight line method. Capital improvements, including carpet, appliances and HVAC unit replacements, subsequent to initial construction are depreciated over their expected useful lives of 3 to 20 years using the straight line method.

Property operating and maintenance expenses included repair and maintenance expenses, which totaled $29.4 million in 2003, $26.9 million in 2002 and $26.5 million in 2001. Costs recorded as repair and

maintenance include all costs that do not alter the primary use, extend the expected useful life or improve the safety or efficiency of the related asset. Our largest repair and maintenance expenditures related to landscaping, interior painting and floor coverings.

Other Assets, Net. Other assets in our consolidated financial statements include deferred financing costs, non-real estate leasehold improvements and equipment, prepaid expenses and other miscellaneous receivables. Deferred financing costs are amortized over the terms of the related debt on the straight line method, which approximates the effective interest method. Leasehold improvements and equipment are depreciated on the straight line method over the shorter of the expected useful lives or the lease terms which range from 3 to 10 years. Accumulated depreciation and amortization for such assets totaled $19.3 million in 2003 and $16.9 million in 2002.

Income Recognition. Our rental and other property income is recorded when due from residents and is recognized monthly as it is earned. Other property income consists primarily of utility rebillings, and administrative, application and other transactional fees charged to our residents. Our apartment homes are rented to residents on lease terms generally ranging from 6 to 13 months, with monthly payments due in advance. Interest, fee and asset management and all other sources of income are recognized as earned. Two of our properties are subject to rent control or rent stabilization. Operations of apartment properties acquired are recorded from the date of acquisition in accordance with the purchase method of accounting. In management’s opinion, due to the number of residents, the type and diversity of submarkets in which the properties operate, and the collection terms, there is no significant concentration of credit risk.

Third-Party Construction Services. Our construction division performs services for our internally developed communities, as well as provides construction management and general contracting services for third-party owners of multifamily, commercial and retail properties. Income from these third-party projects is recognized on a percentage-of-completion basis. For projects where our fee is based on a fixed price, any cost overruns, as compared to the original budget, incurred during construction will reduce the fee generated on those projects. For any project where cost overruns are expected to be in excess of the fee generated on the project, we will recognize the total projected loss in the period in which the loss is first estimated. See Note 7 for further discussion of our third-party construction services.

Fair Value Stock-Based Compensation. We have historically elected to follow Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for our share-based compensation. Under APB No. 25, when the exercise price of share options equals the market price of our shares at the date of grant, no compensation expense is recorded. Restricted shares are recorded to compensation expense over the vesting periods based on the market value of the shares on the date of grant, and no compensation expense is recorded for our Employee Stock Purchase Plan (“ESPP”), as the ESPP is considered non-compensatory.

As discussed in the “Recent Accounting Pronouncements” Section, in December 2002, FASB issued SFAS No. 148, which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. We had adopted the disclosure-only provisions of SFAS No. 123, but beginning January 1, 2003, we adopted the prospective method set forth in SFAS No. 148 in applying the provisions of SFAS No. 123.

The fair value of each option granted is estimated on the date of grant utilizing the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2003 and 2002, respectively: risk-free interest rates of 4.0% and 5.0% to 5.2%, expected life of ten years, dividend yield of 8.1% and 6.9% to 7.0%, and expected share volatility of 18.3% and 18.1%. The weighted average fair value of options granted in 2003 and 2002, respectively, was $1.38 and $2.85 per share. There were no options granted in 2001.

If we applied the retroactive restatement method set forth in SFAS No. 148 in applying the provisions of SFAS No. 123 to our option grants and ESPP, our net income to common shareholders and related basic and diluted earnings per share would be as follows:

(in thousands, except per share amounts)

	Year Ended December 31,

	2003		2002		2001

Net income available to common shareholders, as reported	$	29,430	$	74,612	$	58,747
Per share - basic		0.75		1.84		1.48
Per share - diluted		0.71		1.73		1.41

Net income available to common shareholders, pro forma	$	28,564	$	74,009	$	58,310
Per share - basic		0.73		1.83		1.47
Per share - diluted		0.69		1.71		1.40

Share-based compensation cost
Included in net income available to common shareholders, as reported	$	3,247	$	2,918	$	1,951
Included in net income available to common shareholders, pro forma		4,113		3,521		2,388

The effects of applying SFAS No. 123 in this pro forma disclosure are not indicative of future amounts.

Reclassifications. Certain reclassifications have been made to amounts in prior year financial statements to conform with current year presentations.

Recent Accounting Pronouncements. In April 2002, FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” which is effective for fiscal years beginning after May 15, 2002. Among other corrections, SFAS No. 145 requires gains and losses from the extinguishment of debt to be classified as extraordinary only if they meet the criteria set forth in Accounting Principles Board Opinion No. 30. Our adoption of SFAS No. 145 on January 1, 2003 did not have a material impact on our financial position, results of operations or cash flows.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 elaborates on the disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The recognition and initial measurement provisions of FIN 45, are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for periods ending after December 15, 2002. Our application of FIN 45 did not have a material impact on our financial position, results of operations or cash flows.

In December 2002, FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” which is effective for fiscal years ending after December 15, 2002. SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. Our adoption of the prospective method set forth in SFAS No. 148 did not have a material impact on our financial position, results of operations or cash flows.

measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150, as amended, is effective for the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material impact on our financial position, results of operations or cash flows.

3. Income Taxes

We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. As a result, we generally will not be subject to federal taxation to the extent we distribute 90% of our REIT taxable income to our shareholders and satisfy certain other requirements. Accordingly, no provision for federal income taxes from REIT operations has been included in the accompanying consolidated financial statements. If we fail to qualify as a REIT in any taxable year, then we will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state and local income taxes.

The following table reconciles net income available to common shareholders to REIT taxable income for the years ended December 31, 2003, 2002 and 2001:

(In thousands)

	Year Ended December 31,

	2003			2002			2001

Net income available to common shareholders	$	29,430		$	74,612		$	58,747
Net (income) loss of taxable REIT subsidiaries included above		(496	)		4,034			3,525

Net income from REIT operations		28,934			78,646			62,272
Book depreciation and amortization, including discontinued operations		108,027			105,043			101,639
Tax depreciation and amortization		(94,660	)		(89,734	)		(81,687	)
Book/tax difference on gains/losses from capital transactions		999			(1,642	)		5,374
Other book/tax differences, net		(3,454	)		(3,919	)		(2,099	)

REIT taxable income		39,846			88,394			85,499
Dividends paid deduction		(100,104	)		(103,441	)		(102,757	)

Dividends paid (in excess) of taxable income	$	(60,258	)	$	(15,047	)	$	(17,258	)

A schedule of per share distributions we paid and reported to our shareholders is set forth in the following tables:

	Year Ended December 31,

	2003			2002			2001

Common Share Distributions
Ordinary income	$	2.15		$	1.85		$	2.31
Return of capital		0.34			--			--
20% Long-term capital gain		--			0.46			0.11
Pre May 6, 2003 long-term capital gain		0.01			--			--
Post May 5, 2003 long-term capital gain		0.03			--			--
25% Sec. 1250 capital gain		0.01			0.23			0.02

Total	$	2.54		$	2.54		$	2.44

Percentage of distributions representing tax preference items		8.304	%		9.491	%		10.773	%

Preferred Share Dividends
Ordinary income							$	1.24
20% Long-term capital gain								0.06
25% Sec. 1250 capital gain								0.01

Total							$	1.31

4. Earnings Per Share

Basic earnings per share is computed using income from continuing operations and the weighted average number of common shares outstanding. Diluted earnings per share reflects common shares issuable from the assumed conversion of common share options and awards granted, preferred shares, units convertible into common shares and convertible subordinated debentures. Only those items that have a dilutive impact on our basic earnings per share are included in diluted earnings per share. For the years ended December 31, 2003 and 2001, 1.9 million units convertible into common shares were not included in the diluted earnings per share calculated as they were anti-dilutive.

The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:

(In thousands, except per share amounts).

	Year Ended December 31,

	2003		2002		2001

Basic earnings per share calculation
Income from continuing operations before preferred share dividends	$	29,430	$	42,279	$	58,299
Preferred share dividends		--		--		(2,545	)

Income from continuing operations		29,430		42,279		55,754
Income from discontinued operations, including gain on sale		--		32,333		2,993

Net income	$	29,430	$	74,612	$	58,747

Income from continuing operations - per share	$	0.75	$	1.04	$	1.40
Income from discontinued operations - per share		--		0.80		0.08

Net income - per share	$	0.75	$	1.84	$	1.48

Weighted average common shares outstanding		39,355		40,441		39,796


Diluted earnings per share calculation
Income from continuing operations before preferred share dividends	$	29,430	$	42,279	$	58,299
Preferred share dividends		--		--		(2,545	)

Income from continuing operations		29,430		42,279		55,754
Income allocated to units convertible into common shares		35		1,807		--

Income from continuing operations, as adjusted		29,465		44,086		55,754
Income from discontinued operations, including gain on sale		--		32,333		2,993

Net income, as adjusted	$	29,465	$	76,419	$	58,747

Income from continuing operations, as adjusted - per share	$	0.71	$	1.00	$	1.34
Income from discontinued operations - per share		--		0.73		0.07

Net income, as adjusted - per share	$	0.71	$	1.73	$	1.41

Weighted average common shares outstanding		39,355		40,441		39,796
Incremental shares issuable from assumed conversion of:
Common share options and awards granted		1,433		1,313		1,234
Units convertible into common shares		566		2,462		573

Weighted average common and common dilutive equivalent
shares outstanding		41,354		44,216		41,603

5. Discontinued Operations

The components of net income that are presented as discontinued operations include net operating income, depreciation and property specific interest expense, if any. In addition, the net gain or loss on the disposal of communities is presented in discontinued operations when recognized. The operating results of discontinued operations related to properties held through our investment in joint ventures that are subsequently sold will continue to be reported in “Equity in income of joint ventures.” There were no property sales that were characterized as discontinued operations for 2003.

The operating results of the three properties sold in 2002 that are included in discontinued operations for the years ended December 31, 2002 and 2001, are as follows:

(In thousands)

	Year Ended December 31,

	2002			2001

Total property revenues	$	8,944		$	8,955
Total property expenses		(4,025	)		(3,865	)

Net operating income		4,919			5,090
Depreciation		(1,785	)		(2,097	)

Income from discontinued operations	$	3,134		$	2,993

6. Investments in Joint Ventures

In December 2003, Camden USA, Inc., one of our wholly owned subsidiaries, contributed undeveloped land located in Ashburn, Virginia into a joint venture in return for a 20% interest, totaling $1.5 million and approximately $12.7 million in cash. The remaining 80% interest is owned by Westwind Equity, LLC, an unrelated third party, which contributed $5.8 million to the joint venture. We entered into this transaction to reduce the risk associated with entering into a new market. The joint venture is developing Camden Westwind, a 464 apartment home community at a total estimated cost of $69.1 million. Concurrently with this transaction, we provided a $9.0 million mezzanine loan to the joint venture. We are providing development services to the joint venture, and fees earned for these services totaled $0.4 million for the year ended 2003. At December 31, 2003, the joint venture had total assets of $25.3 million and had third-party secured debt totaling $9.0 million.

In June 1998, we completed a transaction in which Camden USA, Inc. and TMT-Nevada, LLC, a wholly owned subsidiary of a private pension fund, formed Sierra-Nevada Multifamily Investments, LLC (“Sierra-Nevada”). We entered into this transaction to reduce our market risk in the Las Vegas area. In this transaction, we transferred to Sierra-Nevada 19 apartment communities containing 5,119 apartment homes for an aggregate of $248 million. TMT-Nevada holds an 80% interest in Sierra-Nevada and Camden USA, Inc. holds the remaining 20% interest. At December 31, 2003, Sierra-Nevada owned 16 apartment communities with 4,227 apartment homes, had total assets of $183.5 million and secured debt totaling $157.5 million.

In April 1998, we acquired, through one of our wholly owned subsidiaries, a 50% interest in Denver West Apartments, LLC, which owns Camden Denver West, a 320 apartment home community located in Denver, Colorado. The remaining 50% interest is owned by a private investor.

In April 1997, we acquired, through our operating partnership, a 44% interest in Paradim, Inc. The remaining interest was held by unaffiliated private investors. During 2001, our investment in Paradim, Inc. was liquidated after all the assets, consisting of three apartment communities with 1,264 apartment homes were sold. Our portion of the gains recognized from these sales totaled $6.6 million and is included in “Equity in income of joint ventures” for the year then ended.

The joint ventures discussed above are all accounted for under the equity method. The joint ventures in which we have an interest have been funded with secured, third-party debt. We are not committed to any additional funding on third-party debt in relation to our joint ventures. See discussion of principles of consolidation in Note 2.

7. Third-Party Construction Services

Our construction division performs services for our internally developed communities, as well as provides construction management and general contracting services for third-party owners of multifamily, commercial and retail properties. We are currently under contract on projects ranging from $0.7 million to $17.1 million. We earn fees on these projects ranging from 4% to 7% of the total contracted construction cost, which we recognize when they are earned. Fees earned from third-party construction projects totaled $2.6 million, $2.7 million, and $2.6 million for the years ended December 31, 2003, 2002 and 2001, respectively, and are included in revenues in our consolidated statements of operations under “Fee and asset management.”

During the year ended December 31, 2003, we recorded cost overruns of $2.0 million on fixed fee projects, which represented the estimate of our remaining costs to complete the projects. These cost overruns are included in fee and asset management expenses in our consolidated statements of operations.

8. Notes Receivable

During the third quarter of 2002, we implemented a mezzanine financing program under which we provide financing to owners of real estate properties. We had $41.4 million and $17.6 million in secured notes receivable outstanding as of December 31, 2003 and 2002, respectively. These notes, which mature through 2008, accrue interest at rates ranging from 5% to 18% which is recognized as earned.

The following is a summary of our notes receivable under this program:

($ in millions)

Location	Property Type (s)	Status	Apartment Homes	December 31, 2003 2002

Dallas/Fort Worth, Texas	Multifamily	Stabilized	738	$	11.4	$	--
Las Vegas, Nevada	Multifamily	Stabilized/Development	560		7.4		5.9
Reno, Nevada	Multifamily	Stabilized	450		5.4		5.3
Houston, Texas	Multifamily/Commercial	Predevelopment/Development	--		4.7		--
San Jose, California	Multifamily	Stabilized	117		3.6		--
Denver, Colorado	Multifamily	Stabilized	279		3.5		3.4
Atlanta, Georgia	Multifamily	Stabilized	360		3.0		3.0
Austin, Texas	Multifamily	Stabilized	296		2.4		--

Total			2,800	$	41.4	$	17.6

We have reviewed the terms and conditions underlying each note and management believes that none of these notes qualify for consolidation as a variable interest entity. Management believes that these notes appear to be collectable, and no impairment existed at December 31, 2003.

In December 2003, in connection with a joint venture transaction, we provided to the joint venture a $9.0 million mezzanine loan. We own a 20% interest in this joint venture. Interest on the note accrues at 14% and will mature in 2006. See further discussion of our joint ventures in Note 6.

9. Notes Payable

The following is a summary of our indebtedness:

(In millions)

	December 31,

	2002		2001

Unsecured line of credit and short-term borrowings	$	47.0	$	96.0

Senior unsecured notes
7.03% Notes, due 2003		--		50.0
7.14% Notes, due 2004		199.9		199.7
7.11% - 7.28% Notes, due 2006		174.5		174.4
5.98% Notes, due 2007		149.5		149.3
6.77% Notes, due 2010		99.9		99.9
7.69% Notes, due 2011		149.5		149.4
5.93% Notes, due 2012		199.2		199.1
5.45% Notes, due 2013		198.9		--

		1,171.4		1,021.8

Medium-term notes
6.88% - 7.17% Notes, due 2004		30.0		30.0
7.63% Notes, due 2009		15.0		15.0
6.79% Notes, due 2010		14.5		14.5

		59.5		59.5

Total unsecured notes		1,277.9		1,177.3

Secured notes

7.10% - 8.50% Conventional Mortgage Notes, due 2005- 2009		133.2		150.0
1.96% - 7.29% Tax-exempt Mortgage Notes, due 2025 - 2032		98.6		99.7

		231.8		249.7

Total notes payable	$	1,509.7	$	1,427.0

Floating rate debt included in unsecured line of credit (1.70% - 1.92%)	$	47.0	$	96.0
Floating rate tax-exempt debt included in secured notes (1.96% - 2.54%)		77.6		78.4
Net book value of real estate assets subject to secured notes		347.3		399.6

We have a $500 million unsecured line of credit that matures in August 2006. The scheduled interest rate is currently based on spreads over LIBOR or Prime. The scheduled interest rate spreads are subject to change as our credit ratings change. Advances under the line of credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of six months or less and may not exceed the lesser of $250 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations, all of which we were in compliance with at December 31, 2003. The weighted average balance outstanding on the unsecured line of credit during the year ended December 31, 2003 was $144.0 million, with a maximum outstanding balance of $242.0 million.

In February 2003, we filed a universal shelf registration statement providing for the issuance of up to $1.0 billion in debt securities, preferred shares, common shares or warrants. This registration statement was combined with the $85.5 million remaining from our previous $750 million universal shelf. At December 31, 2003, $885.5 million was available for issuance.

At December 31, 2003 and 2002, the weighted average interest rate on our floating rate debt was 2.2% and 2.6%, respectively.

Our indebtedness, excluding our unsecured line of credit, had a weighted average maturity of 6.5 years. Scheduled repayments on outstanding debt, including our line of credit, at December 31, 2003 are as follows:

(In millions)

Year	Amount

2004	$	234.2	7.1%
2005		60.9	7.3%
2006		257.3	6.3%
2007		165.4	6.1%
2008		17.9	7.5%
2009 and thereafter		774.0	6.0%

Total	$	1,509.7	6.3%

10. Incentive and Benefit Plans

Incentive Plan. During 2002, our Board of Trust Managers adopted, and our shareholders approved, the 2002 Share Incentive Plan of Camden Property Trust (the “2002 Share Plan”). Under the 2002 Share Plan, we may issue up to 10% of the total of (i) the number of our common shares outstanding at any time, plus (ii) the number of our common shares reserved for issuance upon conversion of securities convertible into or exchangeable for our common shares, plus (iii) the number of our common shares held as treasury shares. Compensation awards that can be granted under the 2002 Share Plan include various forms of incentive awards, including incentive share options, non-qualified share options and restricted shares. The class of eligible persons that can receive grants of incentive awards under the 2002 Share Plan consists of key employees, consultants and non-employee trust managers as determined by the compensation committee of our Board of Trust Managers. The 2002 Share Plan does not have a termination date; however, no incentive share options will be granted under this plan after February 5, 2012.

We also have a non-compensatory option plan (the “1993 Share Plan”) that was amended in 2000 by our shareholders and Board of Trust Managers. The terms and conditions of the 1993 Share Plan are very similar to the 2002 Share Plan, except that no incentive awards may be granted under the 1993 Share Plan after May 27, 2003. As the terms and conditions of the 1993 Share Plan and the 2002 Share Plan are similar, when the term “plan” is used in the following discussion, we are referring to the plan from which the incentive award was granted.

Following are summaries of the activity of the 1993 Share Plan and the 2002 Share Plan for the three years ended December 31, 2003:

2003 Share Plan	Shares Available for Issuance			Options and Restricted Shares

	2003			2003			Weighted Average 2003 Price		2002			Weighted Average 2002 Price		2001			Weighted Average 2001 Price

Balance at January 1		515,394			3,939,200		$	30.96		3,292,816		$	29.21		3,351,704		$	28.30
Current year share adjustment (a)		(108,487	)
Options
Granted		(517,000	)		517,000			31.48		510,000			34.59		--			--
Exercised		--			(1,232,711	)		30.45		(142,813	)		28.15		(204,846	)		29.65
Forfeited		111,164			(111,164	)		33.16		(333	)		24.88		(14,487	)		26.11

Net options		(405,836	)		(826,875	)				366,854					(219,333	)

Restricted shares
Granted		(1,071	)		1,071			35.54		294,555			35.07		179,560			32.06
Forfeited		--			(57,929	)		32.47		(15,025	)		31.15		(19,115	)		28.48

Net restricted shares		(1,071	)		(56,858	)				279,530					160,445

Balance at December 31		--			3,055,467		$	30.46		3,939,200		$	30.96		3,292,816		$	29.21

Exercisable options at December 31					876,031		$	33.65		2,017,495		$	31.32		1,991,231		$	30.50
Vested restricted shares at December 31					1,021,349		$	27.66		880,440		$	27.12		756,661		$	26.79

(a)

Current year share adjustment represents cancellation of previously granted options that were forfeited partially offset by new common shares issued during the year.

2002 Share Plan	Shares Available for Issuance			Options and Restricted Shares

	2003			2003			Weighted Average 2003 Price		2002			Weighted Average 2002 Price

Balance at January 1 (a)		4,564,542			593,455		$	36.87		--		$	--
Options
Granted		--			--			--		612,486			36.87
Exercised		--			(33,876	)		36.87		--			--
Forfeited		72,966			(72,966	)		36.87		(19,031	)		36.87

Net options		72,966			(106,842	)				593,455

Restricted shares
Granted		(147,258	)		147,258			32.44		--			--
Forfeited		--			(17,071	)		31.55		--			--

Net restricted shares		(147,258	)		130,187					--

Balance at December 31		4,490,250			616,800		$	35.98		593,455		$	36.87

Exercisable options at December 31					147,095		$	36.87		--		$	--
Vested restricted shares at December 31					8,754		$	31.53		--		$	--

(a)

Balance at January 1 reflects adjustment to shares available for issuance due to changes in plan calculation in 2003

Options. Options are exercisable, subject to the terms and conditions of the plan, in increments of 33.33% per year on each of the first three anniversaries of the date of grant. The plan provides that the exercise price of an option will be determined by the compensation committee of the Board of Trust Managers on the day of grant, and to date all options have been granted at an exercise price that equals the fair market value on the date of grant. Options exercised during 2003 were exercised at prices ranging from $22.00 to $38.85 per share. At December 31, 2003, options outstanding were at exercise prices ranging from $21.38 to $41.91 per share and had a weighted average remaining contractual life of 7.0 years.

The following is a detail of outstanding options at December 31, 2003:

	Total Options				Vested Options
Option Price	Outstanding		Weighted Average Price		Outstanding		Weighted Average Price		Remaining Contractual Life

$21.38-$31.48		602,451	$	30.68		126,951	$	27.68		8.1 years
$33.25-$34.59		783,460		33.87		510,138		33.49		6.1 years
$36.87-$41.91		805,323		37.40		386,037		37.05		7.0 years

Total options		2,191,234	$	34.29		1,023,126	$	34.11		7.0 years

In 1998, in connection with the merger with Oasis Residential, Inc., we assumed the Oasis stock incentive plans. We converted all unexercised Oasis stock options issued under the former Oasis stock incentive plans into options to purchase Camden common shares. All of the Oasis options became fully vested upon conversion and have a weighted average remaining contractual life of three years. As of December 31, 2003, there were 85,347 Oasis options outstanding, which are exercisable at prices ranging from $29.32 to $31.62 per share.

Restricted Shares. Restricted shares have vesting periods of up to ten years. The compensation cost for restricted shares is based on the market value of the shares on the date of grant. Restricted shares granted to non-employee trust managers have been awarded for their services as trust managers, and therefore, are accounted for on the same basis as all restricted share awards.

Employee Stock Purchase Plan. We have established an ESPP for all active employees, officer, and trust managers who have completed one year of continuous service. Participants may elect to purchase Camden common shares through payroll or trust manager fee deductions and/or through quarterly contributions. At the end of each six-month offering period, each participant’s account balance is applied to acquire common shares on the open market at 85% of the market value, as defined, on the first or last day of the offering period, whichever price is lower. Each participant must hold the shares purchased for nine months in order to receive the discount, and a participant may not purchase more than $25,000 in value of shares during any plan year, as defined. No compensation expense was recognized for the difference in price paid by employees and the fair market value of our shares at the date of purchase. There were 26,668, 24,382 and 28,747 shares purchased under the ESPP during 2003, 2002 and 2001, respectively. The weighted average fair value of ESPP shares purchased in 2003, 2002 and 2001 was $34.49, $35.12 and $35.80 per share, respectively. In January 2004, 9,566 shares were purchased under the ESPP related to the 2003 plan year.

Rabbi Trust. We have established a rabbi trust in which salary and bonus amounts awarded to certain officers under the share incentive plan and restricted shares awarded to certain officers and trust managers may be deposited. We account for the rabbi trust similar to a compensatory stock option plan. At December 31, 2003, approximately 1.8 million restricted shares were held in the rabbi trust. At December 31, 2003 and 2002, $25.3 million and $5.2 million, respectively, was required to be paid to us by plan participants upon the withdrawal of any shares from the trust, and is included in “Accounts receivable-affiliates” in our

consolidated financial statements. The increase in receivables from plan participants in 2003 was due to the changes in the plan during 2003, which increased the amount an employee is required to pay upon withdrawal of shares from the trust.

401(k) Savings Plan. We have a 401(k) savings plan, which is a voluntary defined contribution plan. Under the savings plan, every employee is eligible to participate beginning on the earlier of January 1 or July 1 following the date the employee has completed six months of continuous service with us. Each participant may make contributions to the savings plan by means of a pre-tax salary deferral, which may not be less than 1% nor more than 60% of the participant’s compensation. The federal tax code limits the annual amount of salary deferrals that may be made by any participant. We may make matching contributions on the participant’s behalf up to a predetermined limit. The matching contributions made for the years ended December 31, 2003, 2002 and 2001 were $775,000, $785,000 and $891,000 respectively. A participant’s salary deferral contribution will always be 100% vested and nonforfeitable. A participant will become vested in our matching contributions 33.33% after one year of service, 66.67% after two years of service and 100% after three years of service. Administrative expenses under the savings plan were not material.

11. Securities Repurchase Program

12. Convertible Preferred Shares

In April 2001, we announced that our issued and outstanding Series A preferred shares would be redeemed effective April 30, 2001 at a redemption price of $25.00 per share, the stated liquidation preference, plus an amount equal to all accumulated, accrued and unpaid dividends as of April 30, 2001. Prior to redemption, 3.1 million preferred shares were converted into 2.4 million common shares. The remaining preferred shares were redeemed for an aggregate of $27.1 million, including unpaid dividends, using funds available under our unsecured line of credit.

13. Technology Investments

Our Board of Trust Managers authorized us to invest in non-real estate initiatives, including investments in e-commerce initiatives with other multifamily real estate owners. During 2001, management determined that the capital markets for these technology companies and the expected future cash flows from these investments made it difficult to support the carrying values of our investments. Therefore, during that year we recorded an impairment provision totaling $9.9 million, which represented our remaining carrying value at time of write-off of all technology initiatives. Of this amount, $6.4 million relates to companies that have ceased operations, filed for bankruptcy, or are in the process of being sold.

14. Townhome Sales

townhome sales are included in other revenues in our consolidated statements of operations. Other expenses in our consolidated statements of operations represent the construction costs and marketing expenses associated with the townhomes.

15. Related Party Transactions

Two of our executive officers had unsecured loans totaling $1.8 million with one of our taxable REIT subsidiaries. The executives utilized amounts received from these loans to purchase our common shares in open market transactions at then current market prices in 1994. During the second quarter of 2003, the executive officers repaid their unsecured loans. Each note was scheduled to mature in February 2004 and had a fixed interest rate of 5.2%.

We perform property management services for properties owned by joint ventures in which we own an interest. Management fees earned on these properties amounted to $1.1 million, $1.4 million and $1.5 million for the years ended December 31, 2003, 2002, and 2001, respectively.

In 1999 and 2000, our Board of Trust Managers approved a plan that permitted four of our current senior executive officers and two of our former executive officers to complete the purchase of $23.0 million of our common shares in open market transactions. The purchases were funded with unsecured full recourse personal loans made to each of the executives by a third-party lender. The loans mature beginning in 2004, bear interest at market rates and require interest to be paid quarterly. To facilitate the employee share purchase transactions, we entered into a guaranty agreement with the lender for payment of all indebtedness, fees and liabilities of the officers to the lender. Simultaneously, we entered into a reimbursement agreement with each of the executive officers whereby each executive officer has indemnified us and absolutely and unconditionally agreed to reimburse us, should any amounts ever be paid by us pursuant to the terms of the guaranty agreement. The reimbursement agreements require the executives to pay interest from the date any amounts are paid by us until repayment by the officer. We have not had to perform under the guaranty agreement.

Beginning in 2000, we invested approximately $1.4 million into BroadBand Residential Inc., a multi-unit owner-sponsored broadband company providing high-speed data services to multifamily residents, and invested approximately $2.1 million in Viva Group, Inc., an internet based company that provides online owner-renter matching services for the multi-family housing industry. One of our trust managers is a director, executive officer and significant shareholder of Viva Group, Inc., In connection with our investment in BroadBand Residential, we had the right to designate one member of its board of directors. We appointed one of our executive officers to fill that position and represent our interest. As described in Note 13, during 2001, we recorded an impairment charge for all technology investments, including our investment in Viva Group, Inc. and BroadBand Residential. During 2001, BroadBand Residential discontinued operations.

16. Fair Value of Financial Instruments

SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure about fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2003 and 2002. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could obtain on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

As of December 31, 2003 and 2002, management estimated that the carrying value of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued expenses and other liabilities and distributions payable were at amounts that reasonably approximated their fair value.

Estimates of fair value of our notes payable are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. As of December 31, 2003, the outstanding balance of fixed rate notes payable of $1,385.1 million had a fair value of $1,492.9 million. As of December 31, 2002, the outstanding balance of fixed rate notes payable of $1,252.6 million had a fair value of $1,319.8 million. The floating rate notes payable balance at December 31, 2003 and 2002 approximated fair value.

17. Net Change in Operating Accounts

The effect of changes in the operating accounts on cash flows from operating activities is as follows:

(In thousands)

	Year Ended December 31,

	2003			2002			2001

Decrease (increase) in assets:
Other assets, net	$	1,492		$	(6,720	)	$	(5,333	)
Restricted cash		(2,439	)		1,387			(1,128	)

Increase (decrease) in liabilities:
Accounts payable		(10,039	)		22,624			(255	)
Accrued real estate taxes		906			(1,695	)		2,012
Accrued expenses and other liabilities		13,405			14,434			19,689

Change in operating accounts	$	3,325		$	30,030		$	14,985

18. Commitments and Contingencies

Construction Contracts. As of December 31, 2003, we were obligated for approximately $3.0 million of additional expenditures on our one project currently under development (a substantial amount of which we expect to be funded with our unsecured line of credit).

Lease Commitments. At December 31, 2003, we had long-term operating leases covering certain land, office facilities and equipment. Rental expense totaled $2.0 million in 2003, $1.9 million in 2002 and $1.9 million in 2001. Minimum annual rental commitments for the years ending December 31, 2004 through 2008 are $2.1 million, $1.9 million, $1.6 million, $1.5 million and $1.0 million, respectively, and $4.1 million in the aggregate thereafter.

Employment Agreements. We have employment agreements with four of our senior officers, the terms of which expire at various times through August 20, 2005. Such agreements provide for minimum salary levels as well as various incentive compensation arrangements, which are payable based on the attainment of specific goals. The agreements also provide for severance payments plus a gross-up payment if certain situations occur, such as termination without cause or a change of control. In the case of two of the agreements, the severance payment equals one times the respective current salary base in the case of termination without cause and 2.99 times the respective average annual compensation over the previous three fiscal years in the case of change of control. In the case of the other two agreements, the severance payment generally equals 2.99 times the respective average annual compensation over the previous three fiscal years in connection with, among other things, a termination without cause or a change of control, and the officer would be entitled to receive continuation and vesting of certain benefits in the case of such termination.

Contingencies. Prior to our merger with Oasis Residential, Inc., Oasis had been contacted by certain regulatory agencies with regard to alleged failures to comply with the Fair Housing Amendments Act (the “Fair Housing Act”) as it pertained to nine properties (seven of which we currently own) constructed for first occupancy after March 31, 1991. On February 1, 1999, the Justice Department filed a lawsuit against us and several other defendants in the United States District Court for the District of Nevada alleging (1) that the

design and construction of these properties violates the Fair Housing Act and (2) that we, through the merger with Oasis, had discriminated in the rental of dwellings to persons because of handicap. The complaint requests an order that (i) declares that the defendants’ policies and practices violate the Fair Housing Act; (ii) enjoins us from (a) failing or refusing, to the extent possible, to bring the dwelling units and public use and common use areas at these properties and other covered units that Oasis has designed and/or constructed into compliance with the Fair Housing Act, (b) failing or refusing to take such affirmative steps as may be necessary to restore, as nearly as possible, the alleged victims of the defendants’ alleged unlawful practices to positions they would have been in but for the discriminatory conduct, and (c) designing or constructing any covered multifamily dwellings in the future that do not contain the accessibility and adaptability features set forth in the Fair Housing Act; and requires us to pay damages, including punitive damages, and a civil penalty.

In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for the purchase or sale of multifamily properties or development land. In accordance with local real estate market practice, such letters of intent are non-binding, and neither party to the letter of intent is obligated to pursue negotiations unless and until a definitive contract is entered into by the parties. Even if definitive contracts are entered into, the letters of intent and resulting contracts generally contemplate that such contracts will provide the purchaser with time to evaluate the properties and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance that definitive contracts will be entered into with respect to any properties covered by letters of intent or that we will acquire or sell any property as to which we may have entered into a definitive contract. Furthermore, due diligence periods are frequently extended as needed. An acquisition or sale becomes probable at the time that the due diligence period expires and the definitive contract has not been terminated. We are then at risk under an acquisition contract, but only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a sales contract.

We are currently in the due diligence period for the purchase of land for development and the acquisition of operating properties. No assurance can be made that we will be able to complete the negotiations or become satisfied with the outcome of the due diligence.

19. Quarterly Financial Data (unaudited)

Summarized quarterly financial data for the years ended December 31, 2003 and 2002 is as follows:

(In thousands, except per share amounts)

	First		Second		Third		Fourth			Total

2003:
Revenues	$	100,800	$	102,841	$	104,824	$	108,075		$	416,540
Net income available to common shareholders		8,334		5,908		5,938		9,250			29,430
Net income available to common shareholders
per share - basic		0.21		0.15		0.15		0.23			0.75
Net income available to common shareholders
per share - diluted		0.20		0.14		0.14		0.22			0.71
2002:
Revenues	$	101,697	$	101,753	$	104,229	$	103,304		$	410,983
Net income available to common shareholders		13,982		12,117		10,235		38,278			74,612
Net income available to common shareholders
per share - basic		0.34		0.30		0.25		0.98	(a)		1.84
Net income available to common shareholders
per share - diluted		0.32		0.28		0.24		0.93	(a)		1.73

(a)

Includes a $29,199, or $0.74 basic and $0.71 diluted, impact related to the gain on sale of discontinued operations

20. Price Range of Common Shares (unaudited)

The high and low sales prices per share of our common shares, as reported on the New York Stock Exchange composite tape, and distributions per share declared for the quarters indicated are as follows:

	High		Low		Distributions

2003 Quarters:
First	$	33.99	$	30.70	$	0.635
Second		36.14		32.93		0.635
Third		38.99		34.88		0.635
Fourth		44.30		38.73		0.635

2002 Quarters:
First	$	39.20		34.59	$	0.635
Second		41.54		36.81		0.653
Third		37.25		30.80		0.635
Fourth		34.35		29.74		0.635

CAMDEN PROPERTY TRUST
COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA

(In thousands, except per share amounts)

	Year Ended December 31,

	2003			2002			2001			2000			1999

Revenues
Rental revenues	$	371,019		$	365,883		$	365,973		$	356,396		$	333,482
Other property revenues		32,560			30,622			28,692			26,351			21,476

Total property revenues		403,579			396,505			394,665			382,747			354,958
Fee and asset management		7,276			6,264			7,745			6,537			6,492
Other revenues		5,685			8,214			9,117			5,823			1,924

Total revenues		416,540			410,983			411,527			395,107			363,374
Expenses
Property operating and maintenance		118,616			108,915			103,154			100,511			95,794
Real estate taxes		44,128			41,005			39,760			38,125			35,451

Total property expenses		162,744			149,920			142,914			138,636			131,245
Property management		10,154			10,027			9,510			9,358			9,372
Fee and asset management		3,908			2,499			2,016			1,370			1,254
General and administrative		16,231			14,439			12,521			13,706			10,471
Impairment provision for technology investments		--			--			9,864			--			--
Other expenses		1,389			2,790			1,511			--			--
Losses related to early retirement of debt		--			234			388			--			--
Interest		75,414			71,499			69,841			69,036			57,856
Amortization of deferred financing costs		2,634			2,165			1,591			1,340			1,064
Depreciation		105,442			101,177			97,972			93,610			86,523

Total expenses		377,916			354,750			348,128			327,056			297,785

Income from continuing operations before gain on sale of properties, equity in income of joint ventures and minority interests		38,624			56,233			63,399			68,051			65,589
Gain on sale of properties		2,590			359			2,372			18,323			2,979
Equity in income of joint ventures		3,200			366			8,527			765			683
Income allocated to minority interests
Distributions on units convertible into perpetual
preferred shares		(12,747	)		(12,872	)		(12,872	)		(12,845	)		(8,278	)
Income allocated to units convertible into common shares		(2,237	)		(1,807	)		(3,127	)		(2,461	)		(2,014	)

Income from continuing operations		29,430			42,279			58,299			71,833			58,959
Income from discontinued operations		--			3,134			2,993			2,591			2,664
Gain on sale of discontinued operations		--			29,199			--			--			--

Net income		29,430			74,612			61,292			74,424			61,623
Preferred share dividends		--			--			(2,545	)		(9,371	)		(9,371	)

Net income available to common shareholders	$	29,430		$	74,612		$	58,747		$	65,053		$	52,252

Earnings per share - basic
Income from continuing operations	$	0.75		$	1.04		$	1.40		$	1.64		$	1.20
Income from discontinued operations, including gain on sale		--			0.80			0.08			0.07			0.07

Net income available to common shareholders	$	0.75		$	1.84		$	1.48		$	1.71		$	1.27

Earnings per share - diluted
Income from continuing operations	$	0.71		$	1.00		$	1.34		$	1.57		$	1.17
Income from discontinued operations, including gain on sale		--			0.73			0.07			0.06			0.06

Net income available to common shareholders	$	0.71		$	1.73		$	1.41		$	1.63		$	1.23

Distributions declared per common share	$	2.54		$	2.54		$	2.44		$	2.25		$	2.08
Weighted average number of common shares outstanding		39,355			40,441			39,796			38,112			41,236
Weighted average number of common and common dilutive equivalent shares outstanding		41,354			44,216			41,603			41,388			44,291

CAMDEN PROPERTY TRUST
COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA (CONTINUED)

(In thousands, except property data )

	Year Ended December 31,

	2003			2002			2001			2000			1999

Balance Sheet Data (at end of year)
Real estate assets	$	3,099,856		$	3,035,970		$	2,823,530		$	2,719,234		$	2,706,163
Accumulated depreciation		(601,688	)		(498,776	)		(422,154	)		(326,723	)		(253,545	)
Total assets		2,625,561			2,608,899			2,449,665			2,430,881			2,487,932
Notes payable		1,509,677			1,427,016			1,207,047			1,138,117			1,165,090
Minority interests		196,385			200,729			206,079			210,377			196,852
Convertible subordinated debentures		--			--			--			1,950			3,406
Shareholders' equity	$	784,885		$	839,453		$	918,251		$	974,183		$	1,016,675
Common shares outstanding		39,658			39,214			40,799			38,129			39,093
Other Data
Cash flows provided by (used in):
Operating activities	$	137,962		$	182,207		$	180,280		$	166,436		$	164,021
Investing activities		(91,947	)		(220,766	)		(103,689	)		(15,751	)		(220,571	)
Financing activities		(43,063	)		35,785			(78,348	)		(151,266	)		(56,420	)
Funds from operations - diluted (a)		133,109			150,104			157,452			156,274			152,369
Property Data
Number of operating properties (at end of year)
Included in continuing operations		144			143			142			142			150
Included in discontinued operations		--			--			3			3			3
Number of operating apartment homes (at end of year)
Included in continuing operations		51,344			50,790			50,021			50,012			51,987
Included in discontinued operations		--			--			1,324			1,324			1,324
Number of operating apartment homes (weighted average) (b)
Included in continuing operations		46,382			45,465			44,164			45,177			44,282
Included in discontinued operations		--			1,285			1,324			1,324			1,324
Weighted average monthly total property revenue
per apartment home	$	725		$	727		$	745		$	706		$	668
Properties under development (at end of period)		2			4			2			3			6

(a)		Management considers FFO to be an appropriate measure of the performance of an equity REIT. The National Association of Real Estate Investment Trusts ("NAREIT") currently defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In addition, extraordinary or unusual items, along with significant non-recurring events that materially distort the comparative measure of FFO are typically disregarded in its calculation. Our definition of diluted FFO also assumes conversion at the beginning of the period of all convertible securities, including minority interests, which are convertible into common equity. We believe that in order to facilitate a clear understanding of our consolidated historical operating results, FFO should be examined in conjunction with net income as presented in the consolidated financial statements and data included elsewhere in this report. FFO is not defined by generally accepted accounting principles. FFO should not be considered as an alternative to net income as an indication of our operating performance or to net cash provided by operating activities as a measure of our liquidity. Furthermore, FFO as disclosed by other REITs may not be comparable to our calculation. See our reconciliation of net income available to common shareholders to FFO in Management's Discussion and Analysis.

(b)

Excludes apartment homes owned in joint ventures.

EXHIBIT 14.1

Code of Ethical Conduct for Senior Financial Officers

In my role as Camden Property Trust’s (the “Company”) principal executive officer, principal financial officer, or principal accounting officer or controller, or a person performing similar functions (collectively, “Senior Financial Officers”),

I recognize that I hold an important and elevated role in corporate governance. I am uniquely capable and empowered to ensure that shareholders’ interests are appropriately balanced, protected and preserved. Accordingly, this Code provides principles to which Senior Financial Officers are expected to adhere and advocate. This Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to the Company, the public and shareholders.

I certify that I adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct:

1. I act honestly and ethically, including ethically handling actual or apparent conflicts of interest between personal and professional relationships.

2. I act to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company.

3. I comply with applicable governmental laws, rules and regulations.

4. I act in good faith, responsibly and with due care and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.

5. I do not disclose any confidential information acquired in the course of my work, except when authorized or when I am legally obligated to disclose such information. I do not use such confidential information for personal advantage.

6. I comply with the Company’s Code of Conduct and Ethics for all employees.

7. I promptly report to the Chairman of the Corporate Governance Committee any conduct that I believe to be a violation of law or business ethics or of any provision of this Code or the Company’s Code of Conduct and Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a violation.

I understand that violations of this Code of Ethical Conduct for Senior Financial Officers, including failures to report actual or potential violations by others, will be viewed as a severe disciplinary matter that may result in disciplinary action, up to and including termination of employment.

_________________________________________________

Print Name:

Date:

____________________________________________

EXHIBIT 21.1

Names of Subsidiaries	State of Incorporation/ Organization	Name Under Which Business is Done

1. Camden Operating, L.P	Delaware	Camden Operating, L.P.

2. Camden USA, Inc.	Delaware	Camden USA, Inc.

3. Camden Development, Inc.	Delaware	Camden Development, Inc.

4. Camden Realty, Inc.	Delaware	Camden Realty, Inc.

5. Camden Builders, Inc.	Delaware	Camden Builders, Inc.

EXHIBIT 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in Registration Statements No. 33-80230, No. 333-32569, No. 333-57565, No. 333-99185 and No. 333-62570, each on Form S-8, Amendment No. 2 to No. 33-84658, Amendment No. 1 to No. 33-84536, Amendment No. 4 to No. 333-70295, Post-Effective Amendment No. 1 to No. 333-92959 and No. 333-103119, each on Form S-3, of Camden Property Trust of our reports dated March 9, 2004 (which reports express an unqualified opinion and include an explanatory paragraph related to the change in the method of accounting in 2002 for the impairment and disposal of long-lived assets to conform to Statement of Financial Accounting Standards No. 144) appearing in and incorporated by reference in this Annual Report on Form 10-K of Camden Property Trust for the year ended December 31, 2003.

DELOITTE & TOUCHE LLP

Houston, Texas
March
12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden and Dennis M. Steen, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the “Annual Report”) of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 2003 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

	/s/Richard J. Campo

	Signature


	Richard J. Campo

	Print Name
Dated: March 12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Richard J. Campo and Dennis M. Steen, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the “Annual Report”) of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 2003 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

	/s/D. Keith Oden

	Signature


	D. Keith Oden

	Print Name
Dated: March 12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden and Richard J. Campo, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the “Annual Report”) of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 2003 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

	/s/Dennis M. Steen

	Signature


	Dennis M. Steen

	Print Name
Dated: March 12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint D. Keith Oden, Richard J. Campo and Dennis M. Steen, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign an Annual Report (the “Annual Report”) of CAMDEN PROPERTY TRUST on Form 10-K for the year ended December 31, 2003 and to sign any and all amendments to the Annual Report and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

	/s/William R. Cooper

	Signature


	William R. Cooper

	Print Name
Dated: March 12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

	/s/George A. Hrdlicka

	Signature


	George A. Hrdlicka

	Print Name
Dated: March 12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

	/s/Scott S. Ingraham

	Signature


	Scott S. Ingraham

	Print Name
Dated: March 12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

	/s/Lewis A. Levey

	Signature


	Lewis A. Levey

	Print Name
Dated: March 12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

	/s/F. Gardner Parker

	Signature


	F. Gardner Parker

	Print Name
Dated: March 12, 2004

EXHIBIT 24.1

POWER OF ATTORNEY

	/s/Steven A. Webster

	Signature


	Steven A. Webster

	Print Name
Dated: March 12, 2004

EXHIBIT 31.1

CERTIFICATION

I, Richard J. Campo, certify that:

I have reviewed this annual report on Form 10-K of Camden Property Trust (the “Registrant”);

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the Audit Committee of the Registrant’s Board of Trust Managers:

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting;

Date: March 12, 2004

/s/Richard J. Campo
Richard J. Campo
Chairman of the Board of Trust Managers and
Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Dennis M. Steen, certify that:

I have reviewed this annual report on Form 10-K of Camden Property Trust (the “Registrant”);

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting;

Date: March 12, 2004

/s/ Dennis M. Steen
Dennis M. Steen
Chief Financial Officer, Senior Vice
President - Finance and Secretary

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Richard J. Campo, Chairman of the Board and Chief Executive Officer of Camden Property Trust (the “Company”), and Dennis M. Steen, the Senior Vice President-Finance, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (“the Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/Richard J. Campo
Richard J. Campo
Chairman of the Board of Trust Managers and
Chief Executive Officer

/s/ Dennis M. Steen
Dennis M. Steen
Chief Financial Officer, Senior Vice
President - Finance and Secretary

March 12, 2004

PART I

Item 1. Business

Introduction

2003 Operating Results

Operating Strategy

Markets and Competition

Disclosure Regarding Forward-Looking Statements

Company Website

Item 2. Properties

The Properties

Operating Properties

Completed Properties In Lease-Up

Development Property

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

PART III

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management

Equity Compensation Plan Information

Item 13. Certain Relationships and Related Transactions

Item 14. Principal Accountant Fees and Services

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Number Title

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS’ REPORT

FORM OF AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

W I T N E S S E T H:

FORM OF AMENDMENT TO STATEMENT OF DESIGNATION OF SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES OF BENEFICIAL INTEREST OF CAMDEN PROPERTY TRUST

ARTICLE ONE

ARTICLE TWO

ARTICLE THREE

ARTICLE FOUR

ARTICLE FIVE

EXHIBIT A

AMENDING RESOLUTION BOARD OF TRUST MANAGERS CAMDEN PROPERTY TRUST DECEMBER 1, 2003

Amendment of the Terms of the Series B Cumulative Convertible Preferred Shares of Beneficial Interest (the “Series B Preferred Shares”)

Ratification and Authorization

FORM OF AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (TRUST MANAGERS)

EXHIBIT A ORIGINAL RIGHTS TO REPURCHASE

EXHIBIT B MODIFIED RIGHTS TO REPURCHASE

EXHIBIT C KEYSOP OPTIONS

EXHIBIT D EXCHANGE SUPPLEMENT B

FORM OF AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (KEY EMPLOYEES)

EXHIBIT A ORIGINAL RIGHTS TO REPURCHASE

EXHIBIT B MODIFIED RIGHTS TO REPURCHASE

EXHIBIT C KEYSOP OPTIONS

EXHIBIT D EXCHANGE SUPPLEMENT B

FORM OF MASTER EXCHANGE AGREEMENT (Key Employees)

EXCHANGE SUPPLEMENT A

RECIPIENT’S NAME:

EXCHANGE SUPPLEMENT B

VESTING SCHEDULE

FORM OF MASTER EXCHANGE AGREEMENT (Trust Managers)

EXCHANGE SUPPLEMENT A

RECIPIENT’S NAME:

EXCHANGE SUPPLEMENT B

VESTING SCHEDULE

FORM OF AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P.

W I T N E S S E T H:

EXHIBIT A

Code of Ethical Conduct for Senior Financial Officers

INDEPENDENT AUDITORS’ CONSENT

CERTIFICATION

CERTIFICATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

FORM OF
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

FORM
OF
AMENDMENT TO STATEMENT OF DESIGNATION
OF
SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES
OF
BENEFICIAL INTEREST
OF
CAMDEN PROPERTY TRUST

AMENDING RESOLUTION
BOARD OF TRUST MANAGERS
CAMDEN PROPERTY TRUST
DECEMBER 1, 2003

Amendment of the Terms of the Series B Cumulative Convertible Preferred Shares of
Beneficial Interest (the “Series B Preferred Shares”)

FORM OF
AMENDED AND RESTATED
MASTER EXCHANGE AGREEMENT
(TRUST MANAGERS)

EXHIBIT A

ORIGINAL RIGHTS TO REPURCHASE

EXHIBIT B

MODIFIED RIGHTS TO REPURCHASE

EXHIBIT C

KEYSOP OPTIONS

EXHIBIT D

EXCHANGE SUPPLEMENT B

FORM OF
AMENDED AND RESTATED
MASTER EXCHANGE AGREEMENT
(KEY EMPLOYEES)

EXHIBIT A

ORIGINAL RIGHTS TO REPURCHASE

EXHIBIT B

MODIFIED RIGHTS TO REPURCHASE

EXHIBIT C

KEYSOP OPTIONS

EXHIBIT D

EXCHANGE SUPPLEMENT B

FORM OF MASTER EXCHANGE AGREEMENT
(Key Employees)

FORM OF MASTER EXCHANGE AGREEMENT
(Trust Managers)

FORM OF
AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CAMDEN OPERATING, L.P.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002