8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205490

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 1, 2003

CAMDEN PROPERTY TRUST
(Exact name of Registrant as specified in its Charter)

TEXAS

(State or other jurisdiction of
incorporation or organization) 1-12110

(Commission file number) 76-6088377

(I.R.S. Employer
Identification Number)

Three Greenway Plaza, Suite 1300, Houston, Texas 77046
(Address of principal executive offices) (Zip Code)


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


Not applicable
(Former name or former address, if changed since last report)

Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits
	(c)	Exhibits.
		99.1  Press release dated May 1, 2003.

Item 9. Regulation FD Disclosure

                On May 1, 2003, Camden Property Trust (the “Company”) issued a press release announcing its consolidated financial results for the quarter ended March 31, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in this report, including the press release, is furnished pursuant to Item 12 under Item 9 of Form 8-K in accordance with the interim guidance provided by the Securities and Exchange Commission in Release No. 34-47583. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

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

Date:    May 1, 2003

CAMDEN PROPERTY TRUST

By: /s/ G. Steven Dawson
- ---------------------------------------------
G. Steven Dawson
Chief Financial Officer, Sr. Vice President -
Finance, and Secretary

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EX-99.1

EXHIBIT 99.1

CAMDEN PROPERTY TRUST ANNOUNCES
FIRST QUARTER 2003 OPERATING RESULTS

Houston, TEXAS (May 1, 2003) – Camden Property Trust (NYSE: CPT) announced that its funds from operations (“FFO”) for the first quarter of 2003 totaled $0.75 per diluted share or $32.2 million, as compared to $0.90 per diluted share or $40.1 million reported for the same period in 2002. Net income (“EPS”) for the first quarter of 2003 was $0.20 per diluted share compared to $0.32 per diluted share for the same period in 2002. A reconciliation of net income to FFO is included in the financial tables accompanying this press release.

Physical occupancy levels averaged 91.4% during the first quarter of 2003 as compared to 92.0% in the fourth quarter of 2002 and 91.7% in the first quarter of 2002. For the 42,137 apartment homes included in “same-property” results, first quarter 2003 revenues decreased 3.6% while operating expenses increased 5.7%, producing an 8.8% decline in same-property net operating income (“NOI”) compared to the first quarter of 2002. On a sequential basis, first quarter 2003 same property NOI declined 5.0% compared to fourth quarter 2002, with revenues declining 2.4% and expenses increasing 2.0% compared to the prior quarter. A reconciliation of net income to net operating income and same property net operating income is included in the financial tables accompanying this press release.

Lease-up continued at Camden Ybor City in Tampa, FL and Camden Vineyards in Murrieta, CA during the quarter, with stabilization expected by mid-2003 for both communities. Camden Ybor City is currently 86% leased and 85% occupied, and Camden Vineyards is currently 89% leased and 90% occupied. The Company has four additional communities currently under construction, with lease-ups underway at all four projects. Camden Sierra at Otay Ranch in San Diego, CA is currently 57% leased and 50% occupied; construction should be completed by the end of the second quarter of 2003. Camden Oak Crest in Houston, TX is currently 48% leased and 44% occupied; construction should be completed by the end of the third quarter of 2003. Camden Tuscany in San Diego, CA is currently 26% leased and 16% occupied; construction should be completed by the end of the third quarter of 2003. Camden Harbor View in Long Beach, CA is currently 9% leased and 8% occupied; construction should be completed by the end of the first quarter of 2004.

Management expects EPS for the second quarter of 2003 to be between $0.11 and $0.13 per diluted share, and FFO to be between $0.73 and $0.75 per diluted share. EPS for 2003 is expected to be between $0.63 and $0.73 per diluted share, and FFO is expected to be between $3.10 and $3.20 per diluted share. For 2003, 12 research analysts have contributed FFO estimates on CPT to First Call ranging from $3.06 to $3.21 per diluted share, for a consensus average of $3.12 per diluted share. Camden updates its earnings guidance to the market on a quarterly basis. A reconciliation of expected net income to FFO is included in the financial tables accompanying this press release.

The Company will hold a conference call on Friday, May 2, 2003 at 9:00 AM CDT to review its first quarter results and discuss its outlook for future performance. To participate in the call, please dial (888) 689-4517 by 8:50 AM CST, or join the live webcast of the conference call by accessing the Investor Relations section of the Company’s website at www.camdenliving.com.

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Supplemental financial information is available in the Investor Relations section of the Company’s website or by calling Camden’s Investor Relations Department at (800) 922-6336.

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

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

In addition to historical information, this press release contains forward-looking statements under the federal securities law.  These statements are based on current expectations, estimates and projections about the industry and markets in which Camden operates, management’s beliefs, and assumptions made by management.  Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties which are difficult to predict.

Camden Property Trust is a real estate company engaged in the ownership, development, acquisition, management and disposition of multifamily apartment communities.  Camden owns interests in and operates 143 properties containing 50,790 apartment homes in the Sunbelt and Midwestern markets from Florida to California.  Upon completion of four properties under development, the Company’s portfolio will increase to 52,274 apartment homes in 147 properties.

For additional information, please contact Camden’s Investor Relations Department at (800) 922-6336 or (713) 354-2787 or access our website at http://www.camdenliving.com.  

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OPERATING RESULTS

(In thousands, except per share and property data amounts)

(Unaudited)	Three Months Ended March 31,
	2003		2002
OPERATING DATA
Revenues
Rental income	$   90,008		$   90,087
Other property income	7,410		7,224
Total property income	97,418		97,311
Development and construction fees	1,336		1,072
Management fees	434		464
Other income	1,612		2,850
Total revenues	100,800		101,697
Expenses
Property operating and maintenance	28,082		24,745
Real estate taxes	11,164		10,335
Property management	2,537		2,395
Fee and asset mangement	1,563		702
General and administrative	3,611		3,085
Other expenses	1,077		1,178
Interest	18,356		17,104
Depreciation and amortization	26,555		25,519
Total expenses	92,945		85,063
Income from continuing operations before gain on sale of properties,	7,855		16,634
equity in income of joint ventures and minority interests
Gain on sale of properties	1,423		--
Equity in income of joint ventures	2,643		225
Income allocated to minority interests
Distributions on units convertible into perpetual preferred shares	(3,218	)	(3,218	)
Income allocated to units convertible into common shares	(369	)	(454	)
Income from continuing operations	8,334		13,187
Income from discontinued operations	--		795
Net income	$     8,334		$   13,982
FUNDS FROM OPERATIONS
Net income	$     8,334		$   13,982
Real estate depreciation from continuing operations	25,389		24,601
Real estate depreciation from discontinued operations	--		538
Adjustments for unconsolidated joint ventures	535		564
(Gain) on sale of properties	(1,423	)	--
(Gain) on sale of properties held in joint ventures	(985	)	(37	)
Income allocated to units convertible into common shares	369		454
Funds from operations - diluted	$   32,219		$   40,102
PER SHARE DATA
Income from continuing operations - basic	$       0.21		$       0.32
Income from continuing operations - diluted	0.20		0.30
Net income - basic	0.21		0.34
Net income - diluted	0.20		0.32
Funds from operations - diluted	0.75		0.90
Cash distributions	0.64		0.64
Weighted average number of common and
common equivalent shares outstanding:
Basic	39,164		40,826
Diluted	42,752		44,648
FFO - diluted	42,752		44,648
PROPERTY DATA
Total operating properties (end of period) *	143		144
Total operating apartment homes in operating properties (end of period) *	50,790		51,045
Total operating apartment homes (weighted average)	45,911		45,872
Total operating apartment homes - excluding discontinued operations (weighted average)	45,911		44,548

* Includes joint venture investments.

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BALANCE SHEETS

(In thousands)

(Unaudited)	Mar 31,		Dec 31,
	2003		2002
ASSETS
Real estate assets, at cost
Land	$    392,794		$    386,246
Buildings and improvements	2,392,936		2,348,702
	2,785,730		2,734,948
Accumulated depreciation	(524,165	)	(498,776	)
Net operating real estate assets	2,261,565		2,236,172
Properties under development, including land	264,259		285,636
Investment in joint ventures	10,919		15,386
Total real estate assets	2,536,743		2,537,194
Accounts receivable - affiliates	6,444		5,843
Notes receivable
Affiliates	1,800		1,800
Other	18,614		18,614
Other assets, net *	43,143		41,827
Cash and cash equivalents	1,945		405
Restricted cash	4,365		4,216
Total assets	$ 2,613,054		$ 2,609,899

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Notes payable
Unsecured	$ 1,208,513		$ 1,177,347
Secured	248,481		249,669
Accounts payable	36,978		36,189
Accrued real estate taxes	12,782		26,827
Accrued expenses and other liabilities	52,347		49,144
Distributions payable	30,639		30,541
Total liabilities	1,589,740		1,569,717
Commitments and contingencies
Minority interests
Units convertible into perpetual preferred shares	149,815		149,815
Units convertible into common shares	49,621		50,914
Total minority interests	199,436		200,729
Shareholders' equity
Common shares of beneficial interest	479		479
Additional paid-in capital	1,318,649		1,314,592
Distributions in excess of net income	(241,960	)	(224,756	)
Unearned restricted share awards	(16,282	)	(13,714	)
Treasury shares, at cost	(237,008	)	(237,148	)
Total shareholders' equity	823,878		839,453
Total liabilities and shareholders' equity	$ 2,613,054		$ 2,609,899

* includes net deferred charges of $9,925 and $10,190 at March 31, 2003 and December 31, 2002 respectively.

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COMPONENTS OF
PROPERTY NET OPERATING INCOME

(In thousands, except property data amounts)

(Unaudited)

	Apartment	Three Months Ended March 31,
Property Revenues	Homes	2003	2002	Growth
"Same Property" Communities (a)	42,137	$87,183	$90,405	(3.6	)
Non-"Same Property" Communities (b)	2,996	7,739	4,605	68.1	%
Development and Lease-Up Communities (c)	2,202	2,351	--	--
Dispositions / Other (d)	--	145	2,301	(93.7	%)
Total Property Revenues	47,335	$97,418	$97,311	0.1	%
Property Expenses
"Same Property" Communities (a)	42,137	$34,396	$32,548	5.7	%
Non-"Same Property" Communities (b)	2,996	3,482	1,879	85.3	%
Development and Lease-Up Communities (c)	2,202	1,366	--	--
Dispositions / Other (d)	--	2	653	(99.7	%)
Total Property Expenses	47,335	$39,246	$35,080	11.9	%
Property Net Operating Income
"Same Property" Communities (a)	42,137	$52,787	$57,857	(8.8	%)
Non-"Same Property" Communities (b)	2,996	4,257	2,726	56.2	%
Development and Lease-Up Communities (c)	2,202	985	--	--
Dispositions / Other (d)	--	143	1,648	(91.3	%)
Total Property Net Operating Income	47,335	$58,172	$62,231	(6.5	%)

	Three Months Ended March 31,
Reconciliation of Property Net Operating Income to Net Income	2003		2002
Net Income (GAAP)	$   8,334		$ 13,982
Development and construction fees	(1,336	)	(1,072	)
Management fees	(434	)	(464	)
Other income	(1,612	)	(2,850	)
Property management expense	2,537		2,395
Fee and asset management expense	1,563		702
General and administrative expense	3,611		3,085
Other expenses	1,077		1,178
Interest expense	18,356		17,104
Depreciation and amortization	26,555		25,519
Gain on Sale of Properties	(1,423	)	--
Equity in income of joint ventures	(2,643	)	(225	)
Distributions on units convertible into perpetual preferred shares	3,218		3,218
Income allocated to units convertible into common shares	369		454
Income from discontinued operations	--		(795	)
Property Net Operating Income	$ 58,172		$ 62,231

Income from Discontinued Operations (e)	Three Months Ended March 31,
	2003	2002
Property Revenues	$--	$2,306
Property Expenses	--	973
Property Net Operating Income	--	1,333
Depreciation	--	538
Income from Discontinued Operations	$--	$   795

Notes:
(a)	"Same Property" Communities are stabilized communities owned by the Company as of January 1, 2002.
(b)	Non-"Same Property" Communities are stabilized communities acquired or developed by the Company after January 1, 2002.
(c)	Development and Lease-Up Communities are non-stabilized communities developed or acquired by the Company after January 1, 2002.
(d)	Disposition Communities include those communities disposed of by the Company since January 1, 2002, that the Company continues to manage and therefore are not classified as "Discontinued Operations"
(e)	Represents operating results for the following communities disposed of in 4Q02: Camden Wallingford, Camden Waterford and Camden Chasewood.

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EARNINGS OUTLOOK

(Unaudited)

	2Q03		2Q03
2Q03 Earnings Outlook	Low Range		High Range
Projected Earnings Per Share (diluted)	$	0.11	$	0.13
Projected real estate depreciation		0.60		0.60
Projected adjustments for unconsolidated joint ventures		0.01		0.01
Projected income allocated to units convertible into common shares		0.01		0.01
Projected gain on sale of properties		0.00		0.00
Projected Funds from Operations (FFO) Per Share (diluted)	$	0.73	$	0.75

	2003			2003
2003 Full Year Earnings Outlook	Low Range			High Range
Projected Earnings Per Share (diluted)	$	0.63		$	0.73
Projected real estate depreciation		2.44			2.44
Projected adjustments for unconsolidated joint ventures		0.03			0.03
Projected income allocated to units convertible into common shares		0.03			0.03
Projected gain on sale of properties		(0.03	)		(0.03	)
Projected Funds from Operations (FFO) Per Share (diluted)	$	3.10		$	3.20

In addition to historical information, this document contains forward-looking statements under the federal securities law. These statements are based on current expectations, estimates and projections about the industry and markets in which Camden operates, management’s beliefs, and assumptions made by management. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties which are difficult to predict.

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