SCHEDULE 14A

Filed by the Registrant þ
Filed by a Party other than the Registrant o

CAMDEN PROPERTY TRUST

Not Applicable

CAMDEN PROPERTY TRUST
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Matters to be voted on:

The Board of Trust Managers recommends that you vote in favor of the election of trust managers.

Shareholders who are holders of record of common shares at the close of business on March 14, 2005 will be entitled to vote at the annual meeting.

Please read the attached proxy statement and then vote by filling out, signing and dating the proxy card and returning it in the enclosed postage pre-paid envelope. If you attend the annual meeting, you may change your vote or revoke your proxy by voting your shares in person. Please contact our investor relations department at 1-800-9Camden, or in Houston at (713) 354-2500, if you have any questions.

By Order of the Board of Trust Managers,

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

Houston, Texas
April 4, 2005

TABLE OF CONTENTS

THE ANNUAL MEETING

     The board of trust managers is soliciting proxies to be used at the annual meeting. This proxy statement and form of proxy are first being sent on April 4, 2005 to anyone who was a shareholder on March 14, 2005. The following is important information regarding the annual meeting.

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GOVERNANCE OF THE COMPANY

Board Independence and Meetings

     Our board of trust managers believes that the purpose of corporate governance is to ensure that we maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The board has adopted and adheres to corporate governance practices that the board and senior management believe promote this purpose, are sound and represent best practices. We continually review these governance practices, the rules and listing standards of the New York Stock Exchange and SEC regulations, as well as best practices suggested by recognized governance authorities.

     Currently, our board of trust managers has ten members. The board of trust managers has determined, after considering all of the relevant facts and circumstances, that six trust managers (William R. Cooper, George A. Hrdlicka, Scott S. Ingraham, Lewis A. Levey, F. Gardner Parker and Steven A. Webster) are independent, as “independence” is defined by the New York Stock Exchange. This means that none of the independent trust managers has any direct or indirect material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. As a result, we have a majority of independent trust managers on our board as required by the listing requirements of the New York Stock Exchange. We adopted Guidelines on Governance in 2003, which provide that an independent trust manager may not serve on more than six other public company boards unless, in any such case, the board determines that such simultaneous service would not impair his service on the board. None of our trust managers serve on more than six other public company boards.

     The board of trust managers met either in person or by conference call eight times in 2004. All of the trust managers attended 75% or more of meetings of the board and the committees on which they served during 2004. We encourage all of our trust managers to attend the annual meeting. At the time of last year’s annual meeting of shareholders, there were eight members of the board, six of whom attended last year’s meeting.

Executive Sessions

     Independent trust managers have regularly scheduled executive sessions in which they meet without the presence of management. These executive sessions typically occur after each regularly scheduled meeting of the board. Any independent trust manager may request that an additional executive session be scheduled. The presiding trust manager of these executive sessions is Mr. Parker, the Lead Independent Trust Manager.

Committees of the Board of Trust Managers

     The board of trust managers has established five committees. Information regarding these committees is set forth below.

     Audit Committee. The current members of the audit committee are George A. Hrdlicka, Scott S. Ingraham and Lewis A. Levey (Chair). Each member of the audit committee satisfies the requirements for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 and the New York Stock Exchange’s listing standards. The board of trust managers, after reviewing all of the applicable facts, circumstances and attributes, has determined that Mr. Levey is an “audit committee financial expert,” as such term is defined in Item 401(h) of Regulation S-K.

     The audit committee operates under a written charter adopted by the board, which was last amended on July 24, 2003. The audit committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the charter was included in last year’s proxy statement and can be viewed on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” The Report of the Audit Committee is set forth beginning on page 25 of this proxy statement.

     The audit committee’s responsibilities include assisting the board in overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditors’ qualifications and

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independence and the performance of our independent auditors. In addition, the audit committee reviews, as it deems appropriate, the adequacy of our systems of disclosure controls and internal controls regarding financial reporting and accounting. In accordance with its charter, the audit committee has the sole authority to appoint and replace the independent auditors, who report directly to the audit committee, approve the engagement fee of the independent auditors and pre-approve the audit services and any permitted non-audit services that the independent auditors may provide to us. During 2004, no member of the audit committee served on more than two other public company audit committees. The audit committee held seven meetings in 2004.

     Compensation Committee. The current members of the compensation committee are William R. Cooper, George A. Hrdlicka and F. Gardner Parker (Chair). Each member of the compensation committee satisfies the requirements for independence set forth in the New York Stock Exchange’s listing standards. The compensation committee operates under a written charter adopted by the board, which was last amended on July 11, 2003. The compensation committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the charter is available on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” The compensation committee’s responsibilities include overseeing our compensation programs and practices and determining compensation for our executive officers. The compensation committee met four times in 2004.

     Corporate Governance Committee. The current members of the corporate governance committee are William R. Cooper, F. Gardner Parker (Chair) and Steven A. Webster. Each member of the corporate governance committee satisfies the requirements for independence set forth in the New York Stock Exchange’s listing standards. The corporate governance committee operates under a written charter adopted by the board, which was last amended on July 11, 2003. The corporate governance committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the charter is available on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” The corporate governance committee’s responsibilities include ensuring that the board of trust managers and management are appropriately constituted to meet their fiduciary obligations to us and our shareholders by developing and implementing policies and processes regarding corporate governance matters. The corporate governance committee met one time in 2004.

     Executive Committee. The current members of the executive committee are Richard J. Campo (Chair), William R. Cooper, F. Gardner Parker and Steven A. Webster. The executive committee may approve the acquisition and disposal of investments and the execution of contracts and agreements, including those related to the borrowing of money. The executive committee may also exercise all other powers of the trust managers, except for those that require action by all trust managers or the independent trust managers under our declaration of trust or bylaws or under applicable law. The executive committee did not meet in 2004.

     Nominating Committee. The current members of the nominating committee are William R. Cooper, Lewis A. Levey and Steven A. Webster (Chair). Each member of the nominating committee satisfies the requirements for independence set forth in the New York Stock Exchange’s listing standards. The nominating committee operates under a written charter adopted by the board, which was last amended on July 10, 2003. The nominating committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the charter is available on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.” The nominating committee’s responsibilities include selecting the trust manager nominees for election at annual meetings of shareholders. The nominating committee met one time in 2004.

Consideration of Trust Manager Nominees

     Shareholder Nominees. The policy of the nominating committee is to consider properly submitted shareholder nominations for candidates for membership on our board. In evaluating such nominations, the nominating committee seeks to achieve a balance of knowledge, experience and capability on the board and to address the membership criteria described below under “Trust Manager Qualifications.” Any shareholder nomination proposed for consideration by the nominating committee should include the nominee’s name and qualifications for board membership and should be addressed to:

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

     In addition, our bylaws permit nominations of trust managers at any annual meeting of shareholders by the board or a committee of the board or by a shareholder of record entitled to vote at the annual meeting. In order for a shareholder to make a nomination, the shareholder must provide a notice along with the additional information and material required by our bylaws to our corporate secretary at the address set forth above not less than 60 nor more than 90 days prior to the date of the applicable annual meeting. However, if less than 70 days’ notice or prior public disclosure of the date of the meeting is made, notice by the shareholder must be received not later than the close of business on the 10^th day following the day on which such notice of the date of the applicable annual meeting was mailed or such public disclosure of the date of such annual meeting was made, whichever first occurs. You may obtain a copy of the full text of the bylaw provision by writing to our corporate secretary at the address set forth above. A copy of our bylaws has been filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 1997.

     Trust Manager Qualifications. Our Guidelines on Governance contain board membership criteria that apply to the nominating committee’s nominees for a position on our board. Under these criteria, a majority of the board must be comprised of independent trust managers. Also, trust managers should be persons of integrity, with significant accomplishments and recognized business stature who will bring a diversity of perspectives to the board. In addition, board members should possess such attributes and experience as are necessary to provide a broad range of personal characteristics, including diversity, management skills and business expertise. Trust managers should also be able to commit the requisite time for preparation and attendance at regularly scheduled board and committee meetings, as well as be able to participate in other matters necessary to good corporate governance.

     In the Guidelines on Governance, the board recognized that its members benefit from service on the boards of other companies. We encourage that service but also believe it is critical that trust managers have the opportunity to dedicate sufficient time to their service on the board. To that end, the Guidelines on Governance provide that employee trust managers may not serve on more than two public company boards in addition to our board. Individuals who serve on more than six other public company boards will not normally be asked to join the board and individuals who serve on more than two other public company audit committees will not normally be asked to join the audit committee, unless, in any such case, the board determines that such simultaneous service would not impair the ability of such individual to effectively serve on the board or the audit committee. Current positions in excess of these limits may be maintained unless the board determines that doing so would impair their service on the board or audit committee, as applicable.

     The nominating committee has also adopted criteria for nomination to the board. Under these criteria, trust managers should be of the highest ethical character and share Camden’s values, should have personal and professional reputations consistent with our reputation, should have relevant expertise and experience and be able to offer advice and guidance to management based on that expertise and experience, should be able to serve without the appearance of any conflict of interest and independent of any constituency so to be able to represent all of our shareholders, should be committed to Camden’s success and welfare and the long-term interests of our shareholders, should be willing to apply sound and independent business judgment and should have time available to devote to Camden activities.

     Identifying and Evaluating Nominees. The nominating committee regularly assesses the appropriate size of the board, and whether any vacancies on the board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the nominating committee will utilize a variety of methods for identifying and evaluating nominees for trust manager. Candidates may come to the attention of the nominating committee through current board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the nominating committee, and may be considered at any point during the year. As described above, the nominating committee will consider properly submitted shareholder nominations for candidates to the board. Following verification of the shareholder status of persons proposing candidates, recommendations will be aggregated and considered by the nominating committee at a regularly scheduled meeting, which is generally the first meeting prior to the issuance of the proxy statement for our

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annual meeting. If any materials are provided by a shareholder in connection with the nomination of a trust manager candidate, such materials will be forwarded to the nominating committee. The nominating committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the nominating committee will seek to achieve a balance of knowledge, experience and capability on the board.

     Each of the nominees for election to our board this year has previously served as a member of our board.

Guidelines on Governance and Codes of Ethics

     During 2003, our board of trust managers adopted Guidelines on Governance to address significant corporate governance issues. These guidelines provide a framework for our corporate governance initiatives and cover a variety of topics, including the role of our board, board selection and composition, board committees, board operation and structure, board orientation and evaluation, board planning and oversight functions and executive share ownership. The corporate governance committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to the board any changes to the guidelines.

     Also during 2003, our board adopted a Code of Business Conduct and Ethics, which is designed to help officers, trust managers and employees resolve ethical issues in an increasingly complex business environment. It covers topics such as reporting unethical or illegal behavior, compliance with law, share trading, conflicts of interest, fair dealing, protection of our assets, disclosure of proprietary information, internal controls, personal community activities, business records, communication with external audiences and obtaining assistance to help resolve ethical issues. We also adopted a Code of Ethical Conduct for Senior Financial Officers, which is applicable to our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions.

     You may obtain a copy of our committee charters, Guidelines on Governance, Code of Business Conduct and Ethics and Code of Ethical Conduct for Senior Financial Officers on the investor relations section of our website at www.camdenliving.com under “Corporate Governance.”

Communication With Our Board

     Any shareholder or interested party who wishes to communicate with our board of trust managers or any specific trust manager, including independent trust managers, may write to:

Mr. F. Gardner Parker
Lead Independent Trust Manager
Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046

     Depending on the subject matter, Mr. Parker will:

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     At each meeting of the board, our Chairman of the Board will present a summary of all communications received since the last meeting of the board and will make those communications available to any trust manager on request.

ELECTION OF TRUST MANAGERS

     There are currently ten trust managers on the board. The nominating committee of the board has selected each of the ten current trust managers as a nominee for election at the annual meeting.

     Pursuant to the Agreement and Plan of Merger, dated as of October 4, 2004, among Camden Property Trust, Summit Properties Inc. and Camden Summit, Inc., a wholly owned subsidiary of Camden Property Trust, as amended, William B. McGuire, Jr. and William F. Paulsen were appointed to the board effective as of March 4, 2005, which was the second business date after the effective time of our merger with Summit. The merger agreement also provides that Messrs. McGuire and Paulsen will serve on the board until the next annual meeting of shareholders, at which time Messrs. McGuire and Paulsen will be nominated by the board for election at this annual meeting of shareholders. Except for the foregoing, no trust manager was selected as a result of any arrangement or understanding between that trust manager and any other person.

     Trust managers elected at the meeting will hold office for a one-year term. Unless you withhold authority to vote for one or more nominees, the persons named as proxies intend to vote for election of the ten nominees.

     All nominees have consented to serve as trust managers. The board has no reason to believe that any of the nominees will be unable to act as trust manager. However, if a trust manager is unable to stand for re-election, the board may either reduce the size of the board or the nominating committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.

     The nominees are as follows:

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Required Vote

     Each nominee must be re-elected by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the annual meeting.

     The board recommends that you vote FOR the nominees listed above.

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EXECUTIVE OFFICERS

     There is no family relationship among any of our trust managers or executive officers. No executive officer was selected as a result of any arrangement or understanding between that executive officer and any other person. All executive officers are elected annually by, and serve at the discretion of, the board of trust managers.

     Our executive officers are as follows:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table shows how many shares were owned by our trust managers and five most highly paid executive officers as of March 15, 2004. The following table also shows how many shares were owned by beneficial owners of more than 5% of our shares as of March 15, 2004. Unless otherwise noted, each person has sole voting and investment power over the shares indicated below.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to us during or with respect to 2004, we believe that all SEC filing requirements applicable to our trust managers, officers and beneficial owners of more than 10% of our common shares were complied with in 2004, except that Steven K. Eddington, Senior Vice President – Operations, filed one late Form 4 containing three transactions that were not reported on a timely basis.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     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 senior executive officers to complete the purchase of an aggregate amount of $23 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. Each loan has a five-year term, has a fixed market interest rate, requires quarterly interest payments on dates coinciding with our quarterly dividend payments and requires payment in full at maturity. The loans contain prepayment penalty provisions. At the time of and to facilitate these loans, two of our wholly-owned subsidiaries guaranteed the payment of the loans and the related fees and liabilities. Simultaneously, we entered into a reimbursement agreement with each of the officers under which the respective officer agreed to reimburse us for all amounts we pay to the lender under his or her guaranty. We have not had to perform under the guaranties. As of December 31, 2004, $4.3 million of these loans were outstanding. The remaining outstanding loans are scheduled to mature in the first half of 2005. Because of restrictions set forth in the Sarbanes-Oxley Act of 2002, we will not renew the guaranties after the maturity dates of these loans.

     During 2004, we paid approximately $559,030 to Rent.com, an internet-based company that provides online owner-renter matching services for the multifamily housing industry, for the use of its services. Scott S. Ingraham, one of our trust managers, is a director, executive officer and a significant shareholder of Rent.com.

     Summit Management Company, was a subsidiary of Summit Properties Inc. through which Summit performed all of its management and leasing activities. As a result of the merger with Summit, Summit Management Company became an indirect subsidiary of Camden. Summit Management Company provided onsite and asset management services to apartment communities in which affiliates of William B. McGuire, Jr. and William F. Paulsen, each of whom is a trust manager, are general partners. During 2004, Summit Management Company received management fees of approximately $287,000 for the performance of such services.

     Summit entered into an amended and restated employment agreements with Messrs. McGuire and Paulsen in 2001, each of which expires on December 31, 2011. We assumed these agreements as a result of the merger with Summit. Each of the employment agreements provides that the annual base salary of Messrs. McGuire and Paulsen, effective as of January 1, 2002 and for the balance of the term of such agreement, will be $200,000 per year unless Mr. McGuire or Mr. Paulsen, respectively, ceases to be an employee member of the board, in which case such annual base salary will be reduced to $175,000. Messrs. McGuire and Paulsen also are entitled to participate in our employee share option plans and employee benefit plans. The agreements further provide that Messrs. McGuire and Paulsen receive health benefits at a cost comparable to that paid by similarly situated employees, secretarial and computer-related services, and office facilities for the term of the applicable agreement and for the remainder of the respective life of Mr. McGuire or Mr. Paulsen thereafter. During 2004, each of Messrs. McGuire and Paulsen was paid a base salary of $200,000. The employment agreements with Messrs. McGuire and Paulsen also provide for certain severance benefits. Under such circumstances, any loan from the Company to Mr. McGuire or Mr. Paulsen, as the case may be, pursuant to Summit’s employee loan program will continue in place for the remainder of its term.

     In addition, each of Messrs. McGuire and Paulsen entered into a noncompetition agreement with Summit, which agreements were assumed by us in connection with the merger with Summit. Subject to certain limited exceptions, the noncompetition agreements require each of Messrs. McGuire and Paulsen to devote a portion of his respective business time to us. The noncompetition agreements also prohibit Messrs. McGuire and Paulsen, for a two-year period following the termination of their employment, from hiring certain of our key employees or participating in any efforts to persuade such employees to leave their employment with us, and, for a one-year

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period following the termination of employment, from engaging in any manner, directly or indirectly, in any business that engages or attempts to engage in the acquisition, development, construction, operation, management or leasing of any of our then existing communities or development or acquisition opportunities. Under the noncompetition agreements, Messrs. McGuire and Paulsen are prohibited from disclosing trade secrets and, for prescribed periods, other confidential information.

     In 1997, Summit instituted a loan program pursuant to which Summit loaned amounts to or on behalf of certain of Summit’s executive officers and key employees, including Messrs. McGuire and Paulsen, for one or more of the following purposes: (i) to finance the purchase of Summit common stock on the open market at then-current market prices; (ii) to finance an employee’s payment of the exercise price of one or more stock options to purchase shares of Summit common stock; or (iii) to finance the annual tax liability or other expenses of an executive officer related to the vesting of shares of Summit common stock which constitute a portion of a stock award granted to such executive officer.

     From the inception of the loan program, Summit extended loans the aggregate original principal amounts of $499,814 to Mr. McGuire and $999,995 to Mr. Paulsen. These loans bear interest at 6.21% per year. As of December 31, 2004, the principal amount outstanding under Messrs. McGuire and Paulsen’s loans was $441,338 and $883,003, respectively, with respect to which 26,280 and 52,579 shares of Summit common stock served as collateral, respectively. On February 2, 2005 and March 18, 2005, Messrs. McGuire and Paulsen, respectively, repaid such loans in full.

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION

     The compensation committee administers our executive compensation program. The compensation committee consists entirely of independent trust managers.

Objectives

     Our executive compensation program aims to:

     Our executive compensation system consists of four elements:

     The compensation committee does not allocate a fixed percentage of compensation to these elements. Nor, except when awarding bonuses, does the compensation committee use specific qualitative or quantitative measures or factors in assessing individual performance.

Base Salary and Bonus Compensation

     The compensation committee believes that we are best served if executive base salaries and bonus compensation are kept at amounts approximating the median level within our industry and believes we achieve this definition. Base salaries and bonus compensation for our chief executive officer and other senior executives are set by the compensation committee after considering recommendations by management and factors such as the nature and responsibilities of each executive’s position, the executive’s experience, the achievement of corporate goals, the achievement of individual goals and competitive industry compensation. Corporate goals are based on operating performance, as measured by our funds from operations, total shareholder return and other specific targets.

     In conducting its review of management’s proposals, the compensation committee considers comparable companies included in the equity REIT peer group used for the five-year comparison of total shareholder return in the performance graph. The compensation committee reviews salary information about comparable companies contained in public disclosures made by companies in the real estate industry and on published surveys with particular focus on companies of similar size within our industry. Our most direct competitors for executive talent are not necessarily identical to the REITs included in the peer group used in the performance graph. Thus, the peer group of REITs in the compensation analysis that was utilized by the compensation committee in analyzing management’s bonus proposals is not the same as the peer group used in the performance graph.

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FFO-Growth Performance Award

     The compensation committee has awarded notional common shares or bonus units (which do not represent actual common shares) to our chief executive officer and other senior officers. The notional shares expire on the tenth anniversary of the date of grant. The holders of notional shares receive an annual cash payment equal to their number of notional shares multiplied by a percentage of the actual dividend rate per share paid to holders of our common shares. The percentage is based on year-over-year growth in funds from operations as follows:

     If the FFO growth rate for any year is less than 10%, that year’s FFO growth rate may be averaged with the FFO growth rate for up to four subsequent years. If this average results in a higher payment percentage for a prior year, an additional amount will be paid out in the current year for that prior year.

Long-Term Compensation

     Because today’s business decisions affect us over a number of years, long-term incentive awards are tied to our performance and the long-term value of our shares. Our policy is to make all awards of shares based on an officer’s actual current and past performance rather than projected future performance. Grants of shares and options to purchase common shares are an important part of our long-term compensation plan. During 2004, the compensation committee did not follow any firmly established formula for the issuance of long-term compensation. Instead, grants were made based on an assessment of corporate performance and the performance of the executive’s department.

     The compensation committee granted options to purchase 200,000 common shares to executives for 2004. Holders of at least 20,000 vested options are eligible for reloads upon the exercise of the options. Options vest in three equal installments on the first three anniversaries of the date of grant.

     To more fully tie compensation to long-term performance, executives must receive between 25% and 50% of their annual bonuses in shares. These shares are valued at 150% of the cash value of the corresponding portion of the bonus. The number of shares to be issued is determined based on the market share price at the date of grant. The shares issued pursuant to these grants vest 25% on the grant date and 25% on each of the next three anniversaries of the grant date.

     The compensation committee has established a rabbi trust for the benefit of our officers and trust managers in which share grants and other deferred compensation may have in the past been placed. A participant may purchase assets held by the rabbi trust at any time within 30 years from the date of vesting. The purchase price of a share is 25% of the fair value of that share on the date that the share was placed in the rabbi trust. The purchase price of any other asset is 25% of the fair value of that asset on the date that the asset was placed in the rabbi trust.

     The compensation committee has also established a deferred compensation plan for the benefit of our officers and trust managers in which the participant may elect to defer cash compensation and/or options or shares granted under our 2002 share incentive plan. A participant has a fully vested right to his or her deferral amounts, and the deferred option and share awards will vest in accordance with their terms.

CEO Performance Evaluation

     In determining the compensation of Mr. Campo, the compensation committee applies the same philosophy and procedures as it applies to other executive officers.

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     Under Mr. Campo’s leadership, Camden completed 2004 consistent with performance expectations, and brought back earning growth that had been declining since 2001. In 2004, Camden entered into a significant merger transaction Summit that the market appeared to react favorably to, began the process of integrating Summit’s operations, had its share price reach an all time high, met market earnings estimates, increased FFO by almost 5.9%, maintained a consistent dividend rate and, due to prudent cash management, paid its dividend out of operating cash flow. The compensation committee concluded that Mr. Campo performed well in 2004 by continuing to provide leadership and vision, developing and articulating a strategic direction and fostering an environment in which his senior management team was able to support and execute these strategies. Based on these factors, the compensation committee granted Mr. Campo a bonus and a long-term compensation award for 2004. During the first quarter of 2005, in connection with the successful completion of the merger with Summit and gains we realized on certain investments, we vested 69,323 shares, which represented all of Mr. Campo’s outstanding unvested shares.

Other

     The SEC requires that this report comment upon our policy with respect to section 162(m) of the Internal Revenue Code, which limits the deductibility on our tax return of compensation over $1 million to any of our named executive officers. However, compensation that is paid pursuant to a plan that is performance-related, non-discretionary and has been approved by our shareholders is not subject to section 162(m). We have such a plan and may utilize it to mitigate the potential impact of section 162(m). We did not pay any compensation during 2004 that would be subject to section 162(m). We believe that, because we qualify as a REIT under the Internal Revenue Code and therefore are not subject to federal income taxes on our income to the extent distributed, the payment of compensation that does not satisfy the requirements of section 162(m) will not generally affect our net income. However, to the extent that compensation does not qualify for deduction under section 162(m) or under our short term incentive plan approved by shareholders to, among other things, mitigate the effects of section 162(m), a larger portion of shareholder distributions may be subject to federal income taxation as dividend income rather than return of capital. We do not believe that section 162(m) will materially affect the taxability of shareholder distributions, although no assurance can be given in this regard due to the variety of factors that affect the tax position of each shareholder. For these reasons, the compensation committee’s compensation policy and practices are not directly governed by section 162(m).

     This section of the proxy statement is not deemed “filed” with the SEC and is not incorporated by reference into our Annual Report on Form 10-K.

     This executive officer compensation report is given by the following members of the compensation committee:

William A. Cooper
George A. Hrdlicka
F. Gardner Parker

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COMPENSATION

Executive Officer Compensation

     The table below shows the pre-tax compensation for the last three years for our Chief Executive Officer and the four next highest paid executive officers at the end of 2004.

Summary Compensation Table

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Options Grants in Last Fiscal Year

     The following table gives more information on options that were granted to the executive officers named in the Summary Compensation Table. The following table includes options to purchase a total of 200,000 shares that were granted in January 2005 based on 2004 corporate and individual performance. We did not grant any share appreciation rights during 2004.

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Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values

Employment Agreements

     We have entered into an employment agreement with each of Messrs. Campo, Oden, Stewart, Hinton and Eddington. The agreements with Messrs. Campo and Oden expire on July 22, 2005. However, on July 22 of each year, the expiration date of the agreements with Messrs. Campo and Oden will automatically be extended by one additional year so that as a result of such extension the then remaining term of employment will be one year. The agreements with Messrs. Stewart, Hinton and Eddington expire on August 20, 2006. Six months prior to expiration, unless notification of termination is given, these agreements extend for one year from the date of expiration. The 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 each of Messrs. Stewart, Hinton and Eddington, the severance payment equals one times his respective current salary base in the case of a termination without cause and 2.99 times his respective average annual compensation over the previous three fiscal years in the case of a change of control. In the case of each of Messrs. Campo and Oden, the severance payment generally equals 2.99 times his 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. In addition, Messrs. Campo and Oden would be entitled to receive continuation and vesting of certain benefits in the case of such a termination.

Compensation Committee Interlocks and Insider Participation

     Other than William R. Cooper, who is a former officer of Paragon Group, Inc. (which was merged into one of our subsidiaries in 1997), no member who served on our compensation committee during 2004 was either an officer or employee during 2004, a former officer or was party to any material transaction described earlier in the “Certain Relationships and Related Transactions” section.

     No executive officer served as a member of the compensation or similar committee or board of directors of any entity whose members served on our compensation committee.

Board Compensation

     Trust managers, other than those who are our employees, are paid the following fees:

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     We also may reimburse trust managers for travel expenses incurred in connection with their activities on our behalf.

     Each non-employee trust manager receives 2,000 shares upon his election and 2,000 shares on May 1 of each succeeding year that he is a trust manager. Our Lead Independent Trust Manager will receive an additional 2000 shares on May 1 of each year that he is Lead Independent Trust Manager. In 1998, Mr. Parker was elected Lead Independent Trust Manager. Upon his election, he received 2,000 shares. He received an additional 2,000 shares on May 1, 1999 and May 1, 2004 and an additional 1,000 shares on May 1, 2000, 2001, 2002 and 2003. We have granted a total of 113,110 shares to non-employee trust managers, 73,422 of which were vested at December 31, 2004. The share awards vest 20% on May 1 of each of the five years succeeding the date of grant.

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PERFORMANCE GRAPH

     SEC rules require proxy statements to contain a performance graph comparing, over a five-year period, the performance of our shares against the Standard & Poor’s 500 Composite Stock Index and against either a published industry or line-of-business index or group of peer issuers. We chose the National Association of Real Estate Investment Trusts All Equity Index as the relevant index. The graph assumes the investment of $100 on December 31, 1999 and quarterly reinvestment of dividends.

CAMDEN PROPERTY TRUST

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AUDIT COMMITTEE INFORMATION

     Deloitte & Touche LLP has served as our independent auditors for fiscal year 2004. Representatives of Deloitte & Touche are expected to be present at the annual meeting and will have the opportunity to make a statement if they desire to do so. They are also expected to be available to respond to appropriate questions.

     The audit committee has not yet selected our independent auditors for fiscal year 2005.

Report of the Audit Committee

     The board of trust managers adopted a written charter for the audit committee at a meeting held in February 2001, which was reviewed and revised on July 24, 2003, a copy of which was attached as an appendix to the proxy statement relating to the 2004 annual meeting of shareholders.

     Each member of the audit committee satisfies the requirements for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 and Sections 303A.02 and 303A.07(b) of the New York Stock Exchange’s listing standards and is free from any relationship that, in the opinion of the board, would interfere with the exercise of his independent judgment as a member of the audit committee.

     The audit committee met with management periodically during the year to consider the adequacy of the company’s internal controls and the objectivity of its financial reporting. The Audit Committee discussed these matters with the company’s independent auditors and with appropriate company financial personnel, including the internal auditors. The audit committee also discussed with the company’s senior management, independent auditors and internal auditors the process used for certifications by the company’s chief executive officer and chief financial officer that are required for certain of the company’s filings with the Securities and Exchange Commission.

     The audit committee met privately with the independent auditors, senior management, internal auditors and outside counsel, each of whom has unrestricted access to the audit committee.

     The audit committee appointed Deloitte & Touche LLP as the independent auditors for the company after reviewing the firm’s performance and independence from management.

     Management has primary responsibility for the company’s financial statements and the overall reporting process, including the company’s system of internal controls.

     The independent auditors audited the annual financial statements prepared by management, expressed an opinion as to whether those financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America and discussed with the audit committee any issues they believed should be raised with the audit committee.

     The audit committee reviewed with management and Deloitte & Touche LLP the company’s audited financial statements and met separately with both management and Deloitte & Touche LLP to discuss and review those financial statements and reports prior to issuance. The Audit Committee further reviewed and discussed our progress on complying with Section 404 of the Sarbanes-Oxley Act. Management has represented, and Deloitte & Touche LLP has confirmed, to the audit committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

     The audit committee received from and discussed with Deloitte & Touche LLP the written disclosure and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). These items relate to that firm’s independence from the company. The audit committee also discussed with Deloitte & Touche LLP matters required to be discussed by the Statement on Auditing Standards No. 61 (Communication with Audit Committees) of the Auditing Standards Board of the American Institute of Certified Public Accountants to the extent applicable. The audit committee monitored auditor independence, reviewed audit and non-audit services performed by Deloitte & Touche LLP and discussed with the auditors their independence.

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     In reliance on the reviews and discussions referred to above, the audit committee recommended to the board of trust managers that the company’s audited financial statements be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

     This section of the proxy statement is not deemed “filed” with the SEC and is not incorporated by reference into our Annual Report on Form 10-K.

     This audit committee report is given by the following members of the audit committee:

Lewis A. Levey
George A. Hrdlicka
Scott S. Ingraham

Independent Auditor Fees

     The following summarizes the approximate aggregate fees billed to us for the fiscal years ended December 31, 2004 and 2003 by our principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”):

     In considering the nature of the services provided by the Deloitte Entities, the audit committee determined that such services are compatible with the provision of independent audit services. The audit committee discussed these services with representatives of the Deloitte Entities and management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as by the American Institute of Certified Public Accountants.

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Pre-Approval Policies and Procedures

     The audit committee has developed policies and procedures concerning its pre-approval of audit and non-audit services provided to us by our independent auditors. These provide that the audit committee must pre-approve all audit and permitted non-audit services (including the fees and terms thereof) to be rendered to us by our independent auditors.

     The independent auditors provide the audit committee with a list describing the services expected to be performed by the independent auditor. Any request for services not contemplated by this list must be submitted to the audit committee for specific pre-approval and the provision of such services cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the audit committee has authorized any of the members of the audit committee to approve the provision by our independent auditors of non-audit services not prohibited by law. Any such decision made by a member of the audit committee will be reported by such member to the full audit committee at its next meeting.

     In addition, although not required by the rules and regulations of the SEC, the audit committee generally requests a range of fees associated with each proposed service. The audit committee believes that providing a range of fees for a service incorporates appropriate oversight and control of the independent auditor relationship, while permitting us to receive immediate assistance from the independent auditor when time is of the essence.

SHAREHOLDER PROPOSALS

     We must receive any shareholder proposal intended for inclusion in the proxy materials for the annual meeting to be held in 2006 no later than December 31, 2005. A shareholder may also nominate trust managers before the next annual meeting by submitting the nomination to us as described on page 4 under “Consideration of Trust Manager Nominees—Shareholder Nominees.” We did not receive any formal proposals during 2004 from shareholders.

ANNUAL REPORTS

     Our 2004 annual report, including financial statements, is being mailed to you along with this proxy statement. Our 2004 annual report, 2004 Form 10-K and this proxy statement are also available on the investor relations section of our website site at www.camdenliving.com. Our annual report and Form 10-K are not proxy soliciting materials.

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CAMDEN PROPERTY TRUST
FORM OF PROXY FOR ANNUAL MEETING
TO BE HELD MAY 6, 2005

     This proxy is solicited on behalf of the Board of Trust Managers.

     The undersigned hereby appoints Richard J. Campo, D. Keith Oden and Dennis M. Steen, or any of them, proxies of the undersigned, with full powers of substitution, to vote all of the common shares of beneficial interest of Camden Property Trust that the undersigned is entitled to vote at the Annual Meeting to be held on May 6, 2005 and at any adjournment thereof, and authorizes and instructs said proxies to vote as set forth on the reverse side.

THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN
PROPOSAL 1.

IMPORTANT — This Proxy must be signed and dated on the reverse side.

     In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

     This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR all nominees listed in Proposal 1.

PLEASE MARK, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.