As filed with the Securities and Exchange Commission on November 23, 2004

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The information in this joint proxy statement/prospectus is not complete and may be changed. Camden may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy nor shall there be any sale of these securities where the offer, solicitation or sale is not permitted.

Subject to Completion, dated November 23, 2004

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

     Both of our boards have approved a merger of our two companies. The boards of both companies believe that the merger will help to create an exceptional multifamily platform that will deliver consistent results for shareholders. We are proposing the merger because we believe that it will benefit the shareholders of each of our respective companies by creating more shareholder value than either company could create individually and allowing shareholders to participate in a larger, more geographically diversified company.

     If the merger is completed, Summit stockholders may elect, on a share-by-share basis, to receive either $31.20 in cash or .6687 of a Camden common share at the closing of the merger. These elections to receive cash or shares are not guaranteed because the total amount of cash to be paid in the merger to Summit stockholders is fixed. As a result, depending on how many Summit stockholders elect to receive cash or shares, a Summit stockholder may actually receive a combination of cash or shares in the merger regardless of an election. Camden will issue approximately 11.8 million shares and approximately $436.5 million in cash in the merger, based on the number of shares of Summit common stock outstanding on                     . We estimate that immediately after the merger, Summit stockholders will hold approximately 22.7% of the then-outstanding Camden common shares, based on the number of Camden common shares and shares of Summit common stock outstanding on                     . Camden shareholders will continue to hold their existing shares, which will not be affected by the merger.

     Camden common shares are traded on the New York Stock Exchange under the symbol “CPT.” On                     , Camden common shares closed at $    per share. As explained in more detail in the attached joint proxy statement/prospectus, Summit may terminate the merger agreement if the value of Camden common shares decreases to below $39.31 per Camden common share, during a period leading up to the merger, unless Camden elects to increase the exchange ratio. Summit stockholders are urged to check the trading price of Camden common shares prior to electing whether to receive cash or shares in the merger.

     We cannot complete the merger unless Camden shareholders approve the issuance of Camden common shares in the merger and Summit stockholders approve the merger agreement and the merger at the special meetings to be held by Camden and Summit. In addition, the closing of the merger is conditioned upon the approval of the merger and the approval of the second amended and restated limited partnership agreement of Summit’s operating partnership by the holders of a majority of the outstanding common units of limited partnership in the operating partnership, other than Summit. Two such holders, holding approximately 36.4% of the outstanding common units entitled to vote on these proposals, have entered into a voting agreement agreeing to vote their units in favor of such matters. The merger will not be completed even if Camden shareholders approve the issuance of Camden common shares in the merger and Summit stockholders approve the merger agreement and the merger unless the required approvals of the limited partners are obtained.

      After careful consideration, the boards of Camden and Summit have unanimously determined that the merger is advisable and in the best interests of their respective shareholders and stockholders. The Camden board unanimously recommends that Camden shareholders vote FOR approval of the issuance of Camden common shares pursuant to the merger agreement. The Summit board unanimously recommends that Summit stockholders vote FOR approval of the merger agreement and the merger.

     More information about Camden, Summit and the proposed merger is contained in this joint proxy statement/prospectus. We encourage you to read this entire joint proxy statement/prospectus carefully, including the section entitled “Risk Factors” beginning on page 32.

     Whether or not you plan to attend your special meeting, please take the time to vote by completing and mailing the enclosed proxy card.

     The dates, times and places of the special meetings are as follows:

EACH VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

     This joint proxy statement/prospectus is dated                     , 2005 and it is first being mailed to Camden shareholders and Summit stockholders on or about                     , 2005.

ADDITIONAL INFORMATION

     This joint proxy statement/prospectus incorporates important business and financial information about our companies that is not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents incorporated by reference from Camden or Summit, as the case may be, or through the SEC or the SEC’s website. The address of that website is www.sec.gov. Documents incorporated by reference are available from the companies, without charge, excluding all exhibits unless specifically incorporated by reference as an exhibit to this joint proxy statement/prospectus. Shareholders of Camden or stockholders of Summit may obtain documents incorporated by reference in this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses:

     You can also get more information by visiting Camden’s website at www.camdenliving.com and Summit’s website at www.summitproperties.com. We are not incorporating the contents of the websites of the SEC, Camden or Summit or any other person into this joint proxy statement/prospectus.

     If you would like to request documents, in order to ensure timely delivery you must do so at least five business days before the date of the special meetings. This means you must request this information no later than                     , 2005. If you request any incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request.

Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

     A special meeting of shareholders of Camden Property Trust, a Texas real estate investment trust, will be held at 9:00 a.m., Central Time, on                     ,                     , 2005, at                                         , Houston, Texas, for the following purposes:

     1. To consider and vote on a proposal to approve the issuance of Camden common shares pursuant to the agreement and plan of merger, dated as of October 4, 2004, as amended, by and among Camden Property Trust, Camden Summit, Inc. (formerly known as Camden Sparks, Inc.), a Delaware corporation and a wholly owned subsidiary of Camden, and Summit Properties Inc., a Maryland corporation, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

     2. To transact any other business as may properly come before the special meeting or any adjournments or postponements.

     Only holders of record of Camden common shares at the close of business on                     , 2004 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements.

     It is important that your common shares be represented and voted at the special meeting. If you do not plan to attend the special meeting and vote your common shares in person, please vote by completing, signing and mailing the proxy card in the enclosed postage pre-paid envelope.

     Any proxy may be revoked at any time before its exercise at the special meeting.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

      The Camden board has unanimously approved and adopted the merger agreement and the merger and unanimously recommends that you vote to approve the issuance of Camden common shares pursuant to the merger agreement.

Summit Properties Inc.
309 East Morehead Street, Suite 200
Charlotte, North Carolina 28202

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON _________, __________, 2005

     A special meeting of stockholders of Summit Properties Inc., a Maryland corporation, will be held at 10:00 a.m., Eastern Time, on                     ,                     , 2005, at                                         , Charlotte, North Carolina, for the following purposes:

     1. To consider and vote on a proposal to approve the agreement and plan of merger, dated as of October 4, 2004, as amended, by and among Camden Property Trust, a Texas real estate investment trust, Camden Summit, Inc. (formerly known as Camden Sparks, Inc.), a Delaware corporation and a wholly owned subsidiary of Camden, and Summit Properties Inc., a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, and the merger of Summit with and into Camden Summit under the merger agreement.

     2. To transact any other business as may properly come before the special meeting or any adjournments or postponements.

     Only holders of record of Summit common stock at the close of business on                     , 2004 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements.

     It is important that your common stock be represented and voted at the special meeting. If you do not plan to attend the special meeting and vote your common stock in person, please vote by completing, signing and mailing the proxy card in the enclosed, postage pre-paid envelope.

     Any proxy may be revoked at any time before its exercise at the special meeting.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

      The Summit board has unanimously approved and adopted the merger agreement and the merger and unanimously recommends that you vote to approve the merger agreement and the merger.

TABLE OF CONTENTS

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QUESTIONS & ANSWERS ABOUT THE MERGER

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SUMMARY

      This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the detailed information that may be important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should carefully read this entire joint proxy statement/prospectus and the other documents to which we refer, including the merger agreement, as amended, a copy of which is attached to this joint proxy statement/prospectus as Annex A. In addition, we incorporate by reference important business and financial information about Camden and Summit into this joint proxy statement/prospectus. You can obtain the information incorporated by reference without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 106. Each item in this summary refers to the pages where that subject is discussed more fully.

The Companies

Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
(713) 354-2500

     Camden Property Trust, a Texas real estate investment trust, engages in activities related to the ownership, development, construction and management of multifamily apartment communities. As of September 30, 2004, Camden owned interests in, operated or was developing 148 multifamily properties containing 53,122 apartment homes located in ten states. At September 30, 2004, Camden had one recently completed multifamily property containing 538 apartment homes in lease-up. Camden had 1,114 apartment homes under development at three of its multifamily properties, including 464 apartment homes at one multifamily property owned through a joint venture, at September 30, 2004. Additionally, Camden has several sites that it intends to develop into multifamily apartment communities.

     For more information on the business of Camden, please refer to Camden’s Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for the period ended September 30, 2004. Please refer to the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 106 in order to find out where you can obtain copies of these reports as well as the other documents that Camden files with the SEC.

Summit Properties Inc.
309 East Morehead Street, Suite 200
Charlotte, North Carolina 28202
(704) 334-3000

     Summit Properties Inc., a Maryland corporation, is a real estate investment trust that focuses on the operation, development and acquisition of luxury apartment communities in select neighborhoods throughout the Southeast and Mid-Atlantic United States. Summit focuses its efforts in five markets, which consist of Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte. As of September 30, 2004, Summit’s portfolio consisted of 43 completed communities comprising 13,603 apartment homes; four communities owned in a joint venture, comprised of 1,203 apartment homes; and four apartment communities with 1,715 apartment homes in various stages of development (two of which communities with 972 apartment homes were not yet in lease-up as of September 30, 2004).

     Substantially all of Summit’s business activities are conducted through its operating partnership, Summit Properties Partnership, L.P., which we refer to in this joint proxy statement/prospectus as the Operating Partnership, of which Summit is the sole general partner.

     For more information on the business of Summit, please refer to Summit’s Annual Report on Form 10-K for the year ended December 31, 2003, Current Reports on Form 8-K filed with the SEC on November 15, 2004 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. Please refer to the section of this joint

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proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 106 in order to find out where you can obtain copies of these reports as well as the other documents that Summit files with the SEC.

The Special Meetings

The Camden Special Meeting; Vote Required (see page 42)

     The Camden special meeting will be held at                                         , Houston, Texas, on                     ,                     , 2005 at 9:00 a.m., Central Time. At the special meeting, holders of Camden common shares will be asked to consider and vote on a proposal to approve the issuance of Camden common shares pursuant to the merger agreement. In accordance with the listing requirements of the New York Stock Exchange, or the NYSE, approval of the issuance of such common shares requires the affirmative vote of the holders of at least a majority of the Camden common shares cast on such proposal at the Camden special meeting, provided that the total votes cast on the proposal represents over 50% of the outstanding Camden common shares entitled to vote on the proposal. As of the record date for the Camden special meeting, Camden’s trust managers, executive officers and their affiliates beneficially owned, excluding share options and partnership units held by them,                     Camden common shares, representing                     % of the outstanding Camden common shares entitled to vote at the Camden special meeting.

     You can vote at the Camden special meeting if you owned Camden common shares at the close of business on                     , 2004.

The Summit Special Meeting; Vote Required (see page 44)

     The Summit special meeting will be held at                                         , Charlotte, North Carolina, on                     ,                     , 2005 at 10:00 a.m., Eastern Time. At the special meeting, holders of Summit common stock will be asked to consider and vote on a proposal to approve the merger agreement and the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden. Approval of the merger agreement and the merger requires the affirmative vote of the holders of a majority of the outstanding shares of Summit common stock as of the record date for the Summit special meeting. As of the record date for the Summit special meeting, Summit’s directors, executive officers and their affiliates beneficially owned, excluding stock options and partnership units held by them,                     shares of Summit common stock, representing                     % of the outstanding shares of Summit common stock entitled to vote at the Summit special meeting.

     You can vote at the Summit special meeting if you owned Summit common stock at the close of business on                     , 2004.

Recommendation of the Camden Board (see page 53)

     The Camden board has unanimously approved and adopted the merger agreement and the merger, has unanimously determined that the merger agreement and the merger are advisable and in the best interests of Camden and its shareholders and unanimously recommends that Camden shareholders vote FOR approval of the issuance of Camden common shares pursuant to the merger agreement. Camden shareholders also should refer to the reasons the Camden board considered in determining whether to approve and adopt the merger agreement and the merger beginning on page 53.

Recommendation of the Summit Board (see page 61)

     The Summit board has unanimously approved and adopted the merger agreement and the merger, has unanimously determined that the merger agreement and the merger are advisable and in the best interests of Summit and its stockholders and unanimously recommends that Summit stockholders vote FOR approval of the merger agreement and the merger. Summit stockholders should refer to the reasons the Summit board considered in determining whether to approve and adopt the merger agreement and the merger beginning on page 61. In considering the recommendation of the Summit board with respect to the merger agreement and the merger, Summit stockholders should be aware that Summit directors and some of its executive officers have interests in, and will receive benefits from, the merger and the partnership transaction that differ from, or are in addition to, and,

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therefore, may conflict with the interests of Summit stockholders generally. Please see “The Merger—Conflicts of Interest of Summit Directors and Executive Officers in the Merger and the Partnership Transaction” beginning on page 69.

The Merger

Summary of the Transaction

     Camden and Summit entered into an agreement and plan of merger on October 4, 2004, which was subsequently amended on October 6, 2004. The merger agreement provides for the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden, with Camden Summit as the surviving corporation. A copy of the merger agreement, as amended, is attached to this joint proxy statement/prospectus as Annex A. We encourage you to read the merger agreement, as amended, because it is the legal document that governs the merger.

Merger Consideration (see page 76)

     If the merger is completed and you are a Summit stockholder, you will have the right to elect to receive for some or all of your shares of Summit common stock that you hold either:

•

$31.20 in cash, which we refer to as the cash consideration; or

•

.6687 of a Camden common share, plus cash in lieu of any fractional share, which we refer to as the share consideration.

     As described in this joint proxy statement/prospectus, elections are subject to reallocation due to the fixed limitation on the amount of cash to be paid in the merger.

     The value of the merger consideration that you receive in the merger may vary depending on whether you receive Camden common shares or cash. The value of the cash consideration is fixed at $31.20 for each share of Summit common stock. The value of the share consideration is not fixed and will depend on the value of .6687 of a Camden common share at the time of the closing of the merger. This value can be determined by multiplying the trading price of a Camden common share at the time of the closing of the merger by .6687.

     As illustrated in the table below, the value of .6687 of a Camden common share at the closing of the merger may be less than or greater than $31.20. In particular, if the value of a Camden common share at the closing of the merger is less than $46.66, then the $31.20 in cash would be greater than the value of .6687 of a Camden common share.

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      Because the merger consideration is subject to reallocation, the table above does not set forth the actual merger consideration that will be received by Summit stockholders and is only for illustrative purposes. The effect on the merger consideration to be received by Summit stockholders as a result of reallocation of the merger consideration is set forth in the table entitled “Consideration to be Received by Summit Stockholders for Each Share of Summit Common Stock After Reallocation” on page 9.

     You are urged to check the trading price of Camden common shares prior to completing your proxy and your election form. The trading price of Camden common shares will fluctuate between the date of this joint proxy statement/prospectus, the date of your election and the closing of the merger. As a result, as the table above illustrates, fluctuations in the trading price of Camden common shares will alter the value of the Camden common shares that you may receive in the merger.

     The merger agreement includes a price-based termination right designed to protect Summit stockholders if the value of Camden common shares decreases to below $39.31 per Camden common share, during a period leading up to the merger as described below under “—Summit Price-Based Termination Right” and “The Merger Agreement—Summit Price-Based Termination Right.”

     The total amount of cash that will be paid to Summit stockholders as consideration in the merger is fixed at approximately $436.5 million, subject to increase based on the number of shares of Summit common stock outstanding immediately prior to the closing of the merger, which we refer in this joint proxy statement/prospectus as the aggregate cash consideration. The cash elections and the share elections in the merger are subject to reallocation to preserve this fixed limitation on the amount of cash to be paid in the merger. As a result, even if a Summit stockholder makes a cash election or a share election, it may receive a mix of cash and shares.

     If the aggregate number of shares held by Summit stockholders electing to receive the cash consideration exceeds the aggregate cash consideration, then the exchange agent will reallocate, pro rata, to those Summit stockholders who are deemed to have elected to receive the cash consideration, a sufficient amount of the share consideration instead of the cash consideration so that the aggregate amount of cash to be issued by Camden in the merger equals the aggregate cash consideration.

     If the aggregate number of shares held by Summit stockholders electing to receive the cash consideration is less than the aggregate cash consideration, then the exchange agent will reallocate, pro rata, to those Summit stockholders who are deemed to have elected to receive the share consideration, a sufficient amount of the cash

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consideration instead of the share consideration so that the aggregate amount of cash to be issued by Camden in the merger equals the aggregate cash consideration.

     The table below illustrates some, but not all, potential outcomes and sets forth the amount of cash consideration and/or share consideration that you could receive, depending on the number of Summit stockholders that elect to receive cash in the merger. The calculations in the table below are based on the assumption that there will be 31,615,837 shares of Summit common stock outstanding immediately prior to the closing of the merger and therefore that the amount of cash that will be paid to Summit stockholders in the merger is equal to approximately $436.5 million. These calculations will vary if there is a different number of shares of Summit common stock outstanding immediately prior to the merger. The table below also assumes that each Summit stockholder has made an election and that there is no increase in the exchange ratio. For a full description of the reallocation provisions, see “The Merger Agreement—Reallocation of Stockholder Elections” beginning on page 77.

Consideration to Be Received by Summit Stockholders for Each Share of Summit
Common Stock After Reallocation

Delivery of Election Forms (see page 78)

     If you are a Summit stockholder, you are receiving with this joint proxy statement/prospectus an election form with instructions for making the cash election or the share election that you must properly complete and deliver to the exchange agent along with your stock certificates (or a properly completed notice of guaranteed delivery). Do not send your stock certificates or election form with your proxy card. Election forms and stock certificates (or a properly completed notice of guaranteed delivery) must be received by the exchange agent by the election deadline, which is 5:00 p.m., Eastern Time, on                      , 2005. Once you tender your stock certificates to the

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exchange agent, you may not transfer your shares of Summit common stock until the closing of the merger, unless you revoke your election by written notice to the exchange agent that is received prior to the election deadline. If you fail to submit a properly completed election form, together with your stock certificates (or a properly completed notice of guaranteed delivery), prior to the election deadline, you will be deemed not to have made an election. As a non-electing stockholder, you will be paid equivalent value per share to the amount paid per share to Summit stockholders making elections, but you may be paid all in cash, all in Camden common shares, or in part cash and in part Camden common shares, depending on the remaining pool of cash and Camden common shares available for paying the merger consideration after honoring the cash elections and share elections that other Summit stockholders have made. If you own shares of Summit common stock in “street name” through a bank, broker or other financial institution and you wish to make an election, you should seek instructions from the bank, broker or other financial institution holding your shares concerning how to make your election. If the merger is not approved, stock certificates will be returned by the exchange agent in the manner they were delivered, either through book-entry transfer or by first class mail.

     Because the United States federal income tax consequences will differ depending on whether you receive solely Camden common shares, solely cash or a combination of Camden common shares and cash for your shares of Summit common stock in the merger, you should carefully read the United States federal income tax information in the section entitled “Material Federal Income Tax Consequences” beginning on page 90.

Fairness Opinions

      Camden (see page 55)

     In deciding to approve and adopt the merger agreement and the merger, the Camden board considered the oral opinion, delivered on October 4, 2004, of its financial advisor, Deutsche Bank Securities Inc., which we refer to as Deutsche Bank, to the effect that, as of such date, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, the merger consideration was fair, from a financial point of view, to Camden. This opinion was confirmed in writing on October 6, 2004. The Deutsche Bank opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Deutsche Bank in connection with its opinion, is attached as Annex B to this joint proxy statement/prospectus. Deutsche Bank did not make any independent valuation or appraisal of the assets or liabilities of Summit and was not furnished with any such appraisals in connection with preparing its fairness opinion. We encourage Camden shareholders to read this opinion carefully. This opinion does not, however, constitute a recommendation to any Camden shareholder with respect to any matters relating to the proposed merger.

      Summit (see page 63)

     In deciding to approve and adopt the merger agreement and the merger, the Summit board considered the oral opinion, delivered on October 4, 2004, subsequently confirmed in writing, of its financial advisor, J.P. Morgan Securities Inc., which we refer to as JPMorgan, that, as of that date and based upon and subject to the various considerations and assumptions described in the opinion, the consideration to be received by the holders of Summit common stock (including with respect to equity securities convertible into, or redeemable by Summit under certain circumstances for, shares of Summit common stock, any holders thereof on an as-converted or as-redeemed basis, as the case may be) in the merger was fair, from a financial point of view, to such holders. The JPMorgan opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by JPMorgan in connection with its opinion, is attached as Annex C to this joint proxy statement/prospectus. JPMorgan did not make an independent evaluation or appraisal of the assets and liabilities of Summit or Camden or any of their subsidiaries and was not furnished with an evaluation or appraisal of any of these assets or liabilities in connection with preparing its fairness opinion. We encourage Summit stockholders to read this opinion carefully. This opinion does not, however, constitute a recommendation to any Summit stockholder with respect to any matters relating to the proposed merger.

Merger Financing (see page 73)

     Camden intends to finance the estimated $518.1 million of merger costs, including the approximately $436.5 million cash portion of the merger consideration to be paid to Summit stockholders, under a new $500

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million senior unsecured bridge facility, to be entered into before the closing of the merger, and by borrowing the remaining $18.1 million of merger costs under Camden’s existing $500 million credit facility. Camden has received an executed commitment letter from Banc of America Securities LLC and Bank of America, N.A. for the entire $500 million principal amount of the new bridge facility, which will have a term of 364 days from funding and an interest rate of LIBOR plus 90 basis points, which interest rate is subject to certain conditions. Camden Operating, L.P. and certain of Camden’s other subsidiaries will guarantee any outstanding obligation under the bridge facility. At September 30, 2004, Camden had available borrowing capacity under its existing $500 million credit facility of $148.9 million.

The Spin-Off Transaction

     In connection with the merger, Camden expects to form a joint venture and transfer to the joint venture multifamily properties currently owned by Camden with an estimated value of $425 million to $525 million. Camden expects to retain a minority interest in the joint venture and continue to provide property management services for the properties transferred to the joint venture. Camden expects to use a portion of the proceeds from this transaction to repay the bridge facility that will finance the merger costs, including the cash portion of the merger consideration. If the spin-off transaction is not consummated, Camden will need to repay the bridge financing by other means, which may result in Camden incurring increased interest costs on any replacement indebtedness due to higher interest costs of longer-term debt. See “Risk Factors— Camden will need to replace, at or before maturity, a $500 million bridge facility to be used to finance a portion of the cash consideration and merger costs.”

Risks Associated with the Merger (see page 32)

     The Camden and Summit boards believe that the merger is advisable and in the best interests of their respective shareholders and stockholders. There are, however, risks associated with the merger that you should consider in deciding how to vote. These risks include, among others:

•		the fact that Summit stockholders may receive Camden common shares in the merger with a market value lower than expected;
•		the possibility that Summit stockholders may receive a form of merger consideration different from what they elect;
•		the potential inability of Camden to integrate successfully Summit’s portfolio and to realize the cost savings expected from the merger;
•		the fact that the directors and some of the executive officers of Summit may have interests in the merger that may conflict with the interests of Summit stockholders;
•		the fact that Camden will need to refinance the new $500 million bridge facility being obtained to finance the cash consideration and merger costs, and may incur increased interest costs on the replacement indebtedness due to higher interest costs of longer-term debt;
•		the fact that if you tender your shares of Summit common stock to make an election, you will not be able to sell those shares unless you revoke your election prior to the election deadline;
•		the risk that Camden and Summit may incur substantial expenses and payments if the merger does not occur;
•		the risk that the termination fee may discourage other companies from trying to acquire Summit;
•		the fact that the tax consequences of the merger for Summit stockholders will be dependent on the merger consideration received;

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•		the fact that after the merger is completed, Summit stockholders who receive Camden common shares for some or all of their shares of Summit common stock will become shareholders of Camden and will have different rights that may be less advantageous than their current rights;
•		the risk that the failure to achieve expected cost savings and anticipated costs relating to the merger could reduce Camden’s future earnings per share; and
•		the risks associated with the lack of a requirement that the financial advisors’ fairness opinions be updated as a condition to closing the merger.

Risks Associated with the Ownership of Camden Common Shares (see page 36)

     There are risks associated with the ownership of Camden common shares that Summit stockholders should consider in deciding whether to elect to receive the share consideration or the cash consideration in the merger. Summit stockholders should carefully consider the information set forth below under “Risk Factors—Risks Associated with the Ownership of Camden Common Shares” in conjunction with the other information contained or incorporated by reference in this joint proxy statement/prospectus before making a decision to elect to receive Camden common shares in the merger.

The Partnership Transaction (see page 72)

     Upon the closing of the merger, the Operating Partnership will continue to exist, Camden Summit will become the general partner of the Operating Partnership and, subject to the required approvals of the limited partners, the limited partnership agreement of the Operating Partnership will be amended and restated. Subject to the closing of the merger, holders of Operating Partnership common units, other than Summit, may elect:

•		to redeem their common units for $31.20 in cash per common unit; or
•		to remain in the Operating Partnership following the merger, in which event each existing common unit will represent .6687 of a common unit. The holders of common units will have the right, beginning immediately after the merger, to redeem these common units; provided that Camden Summit may elect to fulfill such redemption right with Camden common shares or the cash equivalent.

     The merger, which will result in the transfer of Summit’s general partnership interest in the Operating Partnership to Camden Summit, and the amendment and restatement of the limited partnership agreement of the Operating Partnership each require the approval of the holders of at least a majority of the outstanding common units, other than Summit. Two such holders, holding approximately 36.4% of the outstanding units entitled to vote on these proposals, have entered into a voting agreement agreeing to vote their units in favor of such matters. In connection with the merger, Camden and the Operating Partnership have filed a registration statement on Form S-4 to register the common units and the Camden common shares issuable to holders of such units upon redemption. That registration statement contains a consent solicitation/prospectus soliciting the required approvals of the limited partners.

     The merger will not be completed even if Camden shareholders approve the issuance of Camden common shares pursuant to the merger agreement and Summit stockholders approve the merger agreement and the merger but the required approvals of limited partners are not obtained.

Conditions to the Closing of the Merger (see page 85)

      Conditions to Each Party’s Obligations to Effect the Merger . The respective obligations of each party to complete the merger is subject to the fulfillment or waiver of a number of conditions, including the following:

•

the receipt of the requisite approvals of Camden shareholders, Summit stockholders and limited partners of the Operating Partnership;

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•		the registration statement of which this joint proxy statement/prospectus forms a part having become effective and no stop order or proceedings by the SEC seeking a stop order having been entered or pending;
•		the listing of the Camden common shares to be issued in the merger and the Camden common shares reserved for issuance upon redemption of the Operating Partnership units on the NYSE;
•		the receipt of all required governmental consents and approvals necessary to complete the merger; and
•		the absence of any court or other governmental order preventing the merger.

     In addition, Camden’s obligation to complete the merger is subject to, among other things:

•		the accuracy, as of the closing, of the representations and warranties made by Summit to the extent set forth in the merger agreement;
•		the performance in all material respects by Summit of all of its obligations under the merger agreement to be performed by it prior to the merger; and
•		the lack of any event, change or circumstance that, individually or in the aggregate, has a material adverse change, as defined in the merger agreement, on Summit.

     In addition, Summit’s obligation to complete the merger is subject to, among other things:

•		the accuracy, as of the closing, of the representations and warranties made by Camden to the extent set forth in the merger agreement;
•		the performance in all material respects by Camden of all of its obligations under the merger agreement to be performed by it prior to the merger;
•		the lack of any event, change or circumstance that, individually or in the aggregate, has a material adverse change, as defined in the merger agreement, on Camden; and
•		the receipt by Camden of the financing necessary to satisfy any and all of Camden or Camden Summit’s obligations under or arising out of the merger agreement.

     Where the law permits, Camden or Summit could decide to complete the merger even though one or more conditions were not satisfied. By law, neither Camden nor Summit can waive:

•		the requirement that Camden common shareholders approve the issuance of Camden common shares in the merger and Summit common stockholders approve the merger;
•		the requirement that the limited partners of the Operating Partnership approve the merger and the second amended and restated limited partnership agreement of the Operating Partnership; and
•		any court order or law preventing the closing of the merger.

     Whether any of the other conditions would be waived would depend on the facts and circumstances as determined by the reasonable business judgment of the Camden or Summit boards. If Camden or Summit waive compliance with one or more of the other conditions and the condition was deemed material to a vote of Camden common shareholders and/or Summit common stockholders, Camden and/or Summit would have to resolicit shareholder or stockholder approval, as applicable, before closing the merger. Neither Camden nor Summit intends

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to notify shareholders or stockholders of any waiver that, in the judgment of the Camden board or the Summit board, does not require resolicitation of shareholder or stockholder approval, as applicable.

     It is a condition to the closing of the merger that Locke Liddell & Sapp LLP, counsel to Camden, deliver an opinion as to Camden’s qualification as a REIT under the Internal Revenue Code and Camden’s ability to so qualify after the merger. It is also a condition to the closing of the merger that Goodwin Procter LLP, counsel to Summit, deliver an opinion that the merger qualifies as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code and as to Summit’s qualification as a REIT under the Internal Revenue Code. These conditions will not be waived.

No Solicitation by Summit (see page 83)

     The merger agreement contains restrictions on Summit’s ability to solicit, initiate or encourage, or participate in any discussions or negotiations regarding an Acquisition Proposal, as defined in the section entitled “The Merger Agreement—No Solicitation by Summit.” Notwithstanding these restrictions, the merger agreement provides that, under specified circumstances, if Summit receives an unsolicited bona fide Acquisition Proposal from a third party, Summit may furnish non-public information to that third party and may participate in discussions and negotiations regarding such Acquisition Proposal if the Summit board determines in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to be inconsistent with its duties to Summit or its stockholders under applicable law and the Summit board determines that such Acquisition Proposal is reasonably likely to lead to proposal that is superior to the merger.

Termination of the Merger Agreement (see page 86)

     Camden or Summit may terminate the merger agreement, whether before or after the required shareholder, stockholder and limited partner approvals are obtained, if:

•		Summit stockholders do not approve the merger agreement and the merger;
•		the limited partners of the Operating Partnership, other than Summit, do not approve the merger and the second amended and restated limited partnership agreement of the Operating Partnership;
•		Camden shareholders do not approve the issuance of Camden common shares in the merger;
•		a final, non-appealable judgment or governmental order is issued prohibiting the closing of the merger; or
•		the merger is not completed by March 31, 2005, provided that neither Camden nor Summit may terminate the merger agreement if its breach is the reason that the merger is not completed by that date.

     Camden also may terminate the merger agreement:

•		if Summit breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the merger agreement, which breach or failure to perform would give rise to a failure of the related condition to the closing of the merger and such condition would be incapable of being satisfied by March 31, 2005; or
•		if the Summit board:

•

fails to include a recommendation in this joint proxy statement/prospectus that the Summit stockholders vote in favor of the merger agreement and the merger;

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•		withdraws, modifies or changes, or proposes or announces any intention to withdraw, modify or change, in any manner material and adverse to Camden, such recommendation; or
•		approves or recommends, or announces any intention to approve or recommend, any Acquisition Proposal, as defined in the section entitled “The Merger Agreement—No Solicitation by Summit.”

     Summit also may terminate the merger agreement:

•		if Camden breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the merger agreement, which breach or failure to perform would give rise to a failure of the related condition to the closing of the merger and such condition would be incapable of being satisfied by March 31, 2005;
•		if, as of the date that this joint proxy statement/prospectus is first mailed to Summit stockholders through the closing of the merger, Camden fails to have the financing necessary to satisfy any and all of Camden’s or Camden Summit’s obligations arising under or out of the merger agreement; or
•		in connection with entering into a definitive agreement to effect a superior acquisition proposal so long as Summit has provided Camden with at least 48 hours prior written notice of Summit’s decision to so terminate, such termination is not effective until such time as the $50 million termination fee is made by Summit and Summit is not then in material breach of the no solicitation provisions contained in the merger agreement.

     Camden and Summit also may mutually agree to terminate the merger agreement.

Summit Price-Based Termination Right (see page 87)

     In addition to the termination rights described above, Summit may also terminate the merger agreement if:

•		as of the third business day, which we refer to in this joint proxy statement/prospectus as the Determination Date, before the later of January 4, 2005 and the business day immediately following obtaining Camden shareholder and Summit stockholder and limited partner approvals, the average of the closing prices of Camden common shares for the 14 consecutive trading days ending on the business day immediate prior to the Determination Date, discarding the two highest and two lowest closing prices and averaging the remaining closing prices, which we refer to in this joint proxy statement/prospectus as the Average Camden Share Price, is less than $39.31;
•		Summit notifies Camden of Summit’s intention to terminate the merger agreement; and
•		within one business day of receipt of such notice, Camden has not delivered written notice to Summit agreeing to increase the exchange ratio such that, as of the closing date, the product of the number of shares of Summit common stock that convert into the right to receive the share consideration times the exchange ratio of .6687 times the Average Camden Share Price will be equal to the product of the number of shares of Summit common stock that convert into the right to receive the share consideration times the exchange ratio times $39.31.

Termination Fee and Termination Expenses (see page 88)

     Summit has agreed to pay to Camden a termination fee of $50 million if the merger agreement is terminated:

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•		by Summit under the limited circumstances described above where it is permitted to terminate the merger agreement in connection with entering into a definitive agreement to effect a superior acquisition proposal; or
•		by Camden under the limited circumstances described above where the Summit board fails to include a recommendation in this joint proxy statement/prospectus that the Summit stockholders vote in favor of the merger agreement and the merger, withdraws, modifies or changes, or proposes or announces any intention to withdraw, modify or change, in any manner material and adverse to Camden, such recommendation, or approves or recommends, or announces any intention to approve or recommend, a superior acquisition proposal.

     Under the merger agreement, Summit and Camden also may become obligated under specified circumstances to reimburse the other party’s expenses if the merger agreement is terminated.

Conflicts of Interest of Summit Directors and Executive Officers in the Merger and the Partnership Transaction (see page 69)

     When Summit stockholders consider the Summit board’s recommendation to vote in favor of the merger agreement and the merger, Summit stockholders should be aware that members of the Summit board as well as some Summit executive officers may have interests in, and will receive benefits from, the merger and the partnership transaction that may differ from, or are in addition to, the interests of other Summit stockholders and limited partners generally. As a result of the merger and the partnership transaction, Summit executive officers and directors will receive the following:

•		Seven of Summit’s executive officers, Steven R. LeBlanc (who is also a director of Summit), Michael L. Schwarz, Gregg D. Adzema, Keith L. Downey, Randall M. Ell, Todd Farrell and Michael G. Malone, will receive a total of approximately $14.5 million under severance agreements.
•		These seven executive officers will receive a total of $10 million under retention bonus agreements.
•		These seven executive officers will be paid additional gross-up payments for any “excess parachute payment” excise tax imposed on the payments to be made to such executive officers in connection with the merger.
•		Summit will, at the discretion of its compensation committee, award performance retention bonuses to Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell, Farrell and Malone in an amount not to exceed a total of $2 million in the aggregate.
•		Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell and Malone will receive a total of approximately $5.1 million under Summit’s long term incentive plan.
•		Messrs. LeBlanc, Schwarz, Adzema, Downey, Ell and Malone currently hold options to purchase a total of 1,292,400 shares of Summit common stock. To the extent these executive officers still hold such options at the effective time of the merger, these options will be cancelled in exchange for the right to receive a single lump sum cash payment, which will vary depending on the market price of Camden common shares during a period prior to closing as described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement—Treatment of Summit Stock Options and Restricted Stock” beginning on page 78.
•		All restricted stock and stock awards granted to such persons, totaling 99,811 shares, will vest at a time no later than closing and will be entitled to receive the merger consideration which, assuming all such shares are converted into the cash consideration, will have a total value of approximately $3.1 million.

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•		Camden will continue the indemnification and directors’ and officers’ liability insurance coverage for Summit directors and officers for six years after the merger.
•		Two of Summit’s directors, William B. McGuire, Jr. and William F. Paulsen, own a total of 1,216,358 units of limited partnership interest in the Operating Partnership and will have the option to redeem their units for $31.20 in cash per unit or to remain in the Operating Partnership following the merger at a unit valuation equal to .6687 of a Camden common share. If either Messrs. McGuire or Paulsen elects to remain in the Operating Partnership following the merger, he will, in his capacity as a limited partner of the Operating Partnership, enter into a Tax, Asset and Income Support Agreement that will prevent the Operating Partnership from selling protected assets under certain circumstances if the limited partners would recognize a taxable gain in such a disposition. See “The Merger—The Partnership Transaction” beginning on page 72.
•		Messrs. McGuire and Paulsen will be appointed as trust managers of Camden following the closing of the merger.
•		Messrs. McGuire and Paulsen currently hold options to purchase a total of 286,000 shares of Summit common stock. To the extent that Messrs. McGuire and Paulsen still hold such options at the effective time of the merger, these options will be cancelled in the merger in exchange for a single lump sum cash payment, which will vary depending on the market price of Camden common shares during a period prior to closing as described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement—Treatment of Summit Stock Options and Restricted Stock” beginning on page 78.
•		All restricted stock held by Messrs. McGuire and Paulsen, totaling 1,614 shares, will vest at a time no later than the closing of the merger and will be entitled to receive the merger consideration, which, assuming that all such shares are converted into the cash consideration, will have a total value of approximately $50,000.

Trust Managers and Executive Officers of Camden After the Merger (see page 69)

     Following the merger, the current trust managers of Camden will remain as trust managers of Camden. In addition, the merger agreement provides that Messrs. McGuire and Paulsen will become members of the Camden board and will be nominated by the Camden board for election at the next annual meeting of Camden shareholders. Following the merger, the current executive officers of Camden will remain as executive officers of Camden. None of the current executive officers of Summit will become executive officers of Camden following the merger.

Regulatory Approvals (see page 74)

     Neither Camden nor Summit is aware of any material federal or state regulatory requirements that must be complied with or approvals that must be obtained by Camden, Camden Summit, Summit or the Operating Partnership in connection with either the merger or the partnership transaction.

Accounting Treatment (see page 74)

     The merger will be treated as a purchase for financial accounting purposes. This means that Camden will record the assets acquired and the liabilities assumed at their estimated fair values at the time the merger is completed.

Material Federal Income Tax Consequences (see page 90)

     Summit has received an opinion of counsel to the effect that, based on certain facts, representations and assumptions, the merger will be treated as a “reorganization” for federal income tax purposes. Accordingly, Summit stockholders generally will not recognize any gain or loss on the exchange of shares of Summit common stock for Camden common shares. However, Summit stockholders generally will be taxed if they receive cash in exchange

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for their shares of Summit common stock or instead of any fractional share of Camden common shares that they would otherwise be entitled to receive. Summit’s obligation to complete the merger is conditioned on the receipt of this opinion, dated as of the effective date of the merger, regarding the federal income tax treatment of the merger to it and the stockholders of Summit.

     Tax matters are complicated, and the tax consequences of the merger to Summit stockholders will depend upon the facts of their particular situation and on whether they receive shares, cash or a mix of cash and shares. In addition, Summit stockholders may be subject to federal, state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. Accordingly, Summit stockholders are strongly urged to consult their own tax advisors for a full understanding of the tax consequences of the merger to them.

Comparison of Rights of Shareholders of Camden and Stockholders of Summit (see page 95)

     The rights of holders of Summit common stock currently are governed by the Maryland General Corporation Law and Summit’s articles of incorporation and bylaws. Following the closing of the merger, the rights of former holders of Summit common stock who receive Camden common shares in the merger will be governed by the Texas Real Estate Investment Trust Act and Camden’s declaration of trust and bylaws.

Camden Common Shares to be Listed on the New York Stock Exchange

     Camden will list the Camden common shares to be issued to holders of shares of Summit common stock in connection with the merger on the NYSE. After the closing of the merger, there will be no further trading in shares of Summit common stock and Summit will delist its common stock from the NYSE and deregister it for purposes of the Securities Exchange Act of 1934.

Dissenters’ Appraisal Rights (see page 74)

     No dissenters’ appraisal rights are available to shareholders of Camden or stockholders of Summit under applicable law in connection with the merger.

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Selected Historical Financial Information

     The following financial information is provided to assist you in your analysis of the financial aspects of the merger. The annual Camden historical information has been derived from the audited consolidated financial statements of Camden as of and for each of the years ended December 31, 1999 through 2003. The annual Summit historical information has been derived from the audited consolidated financial statements of Summit as of and for each of the years ended December 31, 1999 through 2003. The historical information as of and for the nine months ended September 30, 2003 and 2004 has been derived from interim, unaudited condensed consolidated financial statements of both Camden and Summit that, in the opinion of each company’s management, include all adjustments that are considered necessary for the fair presentation of the respective company’s results for the interim periods. The information is only a summary and should be read in conjunction with each company’s historical consolidated financial statements and related notes contained in Camden’s and Summit’s annual, quarterly and other reports that have been incorporated by reference in this joint proxy statement/prospectus, as well as other information that Camden and Summit have filed with the SEC. See “Where You Can Find More Information” beginning on page 106. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of results for the year ending December 31, 2004. For a discussion of certain factors that may materially affect the comparability of the selected historical financial information or cause the data reflected herein not be indicative of Camden’s future financial condition or results of operations, see the section in this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 32.

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(b)

Excludes apartment homes owned in joint ventures.

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SUMMIT PROPERTIES INC.