UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 31, 2012
CAMDEN PROPERTY TRUST
(Exact name of Registrant as Specified in Charter)
Texas
1-12110
76-6088377
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
Three Greenway Plaza, Suite 1300, Houston, Texas 77046
( Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 354-2500
Not applicable
( Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01      Entry into a Material Definitive Agreement.

Camden Property Trust, a Texas real estate investment trust (the "Company"), has entered into an amendment to its 2011 Share Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The purpose of the amendment is to provide that share grants to the Company's independent trust managers will vest as determined by the Compensation Committee of the Board of Trust Managers of the Company at the date of grant, subject to the provisions of the Plan. The foregoing summary description of the amendment is qualified in its entirety by reference to such amendment.
Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01.      Financial Statements and Exhibits.

(c)      Exhibits .

Exhibit
Number
Title

99.1
Amendment No. 1 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2012
CAMDEN PROPERTY TRUST



By:      /s/ Michael P. Gallagher         
Michael P. Gallagher
Vice President - Chief Accounting Officer

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EXHIBIT INDEX


Exhibit
Number
Title

99.1
Amendment No. 1 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012






AMENDMENT NO. 1 TO
2011 SHARE INCENTIVE PLAN
OF CAMDEN PROPERTY TRUST
This Amendment No. 1 (this "Amendment") to 2011 Share Incentive Plan of Camden Property Trust (the "Plan") is adopted effective as of July 31, 2012.
1. Section 6(b)(3)(iv) of the Plan is hereby amended and restated in its entirety as follows:
"(iv)      except as set forth in Sections 6(a)(7), 6(b)(5) and 8, no Restricted Shares granted pursuant to this Plan shall be subject to vesting requirements over a period of less than three years."
2. Section 6(b)(5) of the Plan is hereby amended and restated in its entirety as follows:
"(5)      Restricted Share Awards to Independent Directors . Each Independent Director shall be granted a Restricted Share Award on his or her Election Date and a Restricted Share Award on May 1 of each succeeding year that the individual remains an Independent Director, in each case in the amount determined from time to time by the Committee. To the extent the Board shall appoint a "Lead Independent Director," such person may additionally be granted on the date of appointment and on May 1 of the succeeding year a Restricted Share Award in an amount determined from time to time by the Committee. In addition, on each May 1 of each succeeding year that the individual remains Lead Independent Director, the Lead Independent Director may receive a Restricted Share Award in an amount determined from time to time by the Committee. The Restricted Shares granted under this Section 6(b)(5) shall vest as determined by the Committee at the date of grant; provided, however, that (a) no such Restricted Share shall vest prior to the expiration of a six-month period commencing on the date of grant (the "Initial Period") and (b) all such Restricted Shares shall immediately vest (but in no event during the Initial Period) (i) in the event of the holder's Retirement on or after his or her 65 th birthday, Permanent Disability or death and (ii) upon the occurrence of a Change in Control while the holder is serving as a Director. Any Restricted Shares granted pursuant to this Section 6(b)(5), to the extent unvested, shall terminate immediately upon the holder's ceasing to serve as a Director (for any reason other than Retirement on or after his or her 65 th birthday, Permanent Disability or death as described above)."



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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed in its name and on its behalf as of the date first written above.
CAMDEN PROPERTY TRUST


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



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