10-K 1 cpt_10k-03.htm CAMDEN PROPERTY TRUST 10-K (12/31/2003)

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

FORM 10-K

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

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

For the transition period from _______ to _______

Commission file number: 1-12110

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

Texas
(State of Other Jurisdiction of
Incorporation or Organization)
3 Greenway Plaza, Suite 1300
Houston, Texas
(Address of Principle Executive Offices) 		  76-6088377
(I.R.S. Employer
Identification No.)

77046
(Zip Code)

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

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


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

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

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

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

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE

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

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






TABLE OF CONTENTS

Page
PART I
Item 1. Business 3 
Item 2. Properties 6 
Item 3. Legal Proceedings 10 
Item 4. Submission of Matters to a Vote of Security Holders 11 
 
PART II
Item 5.
 		 Market for Registrant's Common Equity and
Related Stockholder Matters		 11 
Item 6. Selected Financial Data 11 
Item 7.
 		 Management's Discussion and Analysis of Financial
Condition and Results of Operations		 11 
Item 7a.
 		 Quantitative and Qualitative Disclosures
About Market Risk		 11 
Item 8. Financial Statements and Supplementary Data 11 
Item 9.
 		 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure		 11 
Item 9a. Controls and Procedures 11 
 
PART III
Item 10. Directors and Executive Officers of the Registrant 11 
Item 11. Executive Compensation 12 
Item 12.
 		 Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters		 12 
Item 13. Certain Relationships and Related Transactions 12 
Item 14. Principal Accountant Fees and Service 12 
Item 15.
 		 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K		 12 
 
SIGNATURES   18 


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PART I

Item 1. Business

Introduction

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

2003 Operating Results

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

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

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

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

Operating Strategy

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

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

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



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

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

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

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

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

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

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

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



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

Markets and Competition

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

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

Disclosure Regarding Forward-Looking Statements

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

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


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

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

Company Website

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





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Item 2. Properties

The Properties

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

Operating Properties

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


Year Placed in Service   Number of Properties  
1997 - 2003   29  
1992 - 1996   29  
1987 - 1991   28  
1982 - 1986   47  
Prior to 1982   11  

Property Table

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



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


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OPERATING PROPERTIES
                    December 2003 Avg.
Mo. Rental Rates		  
Property and Location   Number of Apartments   Year Placed In Service   Average Apartment Size (Sq. Ft.)   2003 Average Occupancy (1)   Per Apartment   Per Sq. Ft.  
MISSOURI                                
     Kansas City   
        Camden Passage     596     1989/1997     832     94.7 % $ 750   $ 0.90  
     St. Louis   
        Camden Cedar Lakes     420     1986     852     94.4     646     0.76  
        Camden Cove West     276     1990     828     89.1     973     1.18  
        Camden Cross Creek     591     1973/1980     947     91.7     850     0.90  
        Camden Taravue     304     1975     676     92.4     593     0.88  
        Camden Trace     372     1972     1,158     95.0     810     0.70  
        Camden Westchase     160     1986     945     93.9     954     1.01  
NEVADA   
     Las Vegas   
        Camden Bel Air     528     1988/1995     943     93.7     822     0.87  
        Camden Breeze     320     1989     846     96.1     743     0.88  
        Camden Canyon     200     1995     987     95.6     812     0.82  
        Camden Commons     376     1988     936     94.2     828     0.88  
        Camden Cove     124     1990     898     95.3     752     0.84  
        Camden Del Mar     560     1995     986     96.7     857     0.87  
        Camden Fairways     320     1989     896     96.1     808     0.90  
        Camden Greens     432     1990     892     95.6     784     0.88  
        Camden Hills     184     1991     579     95.6     561     0.97  
        Camden Legends     113     1994     792     91.6     796     1.00  
        Camden Palisades     624     1991     905     93.6     820     0.91  
        Camden Pines     315     1997     1,005     97.6     832     0.83  
        Camden Pointe     252     1996     985     95.1     806     0.82  
        Camden Summit     234     1995     1,187     94.6     1,127     0.95  
        Camden Tiara     400     1996     1,043     95.6     898     0.86  
        Camden Vintage     368     1994     978     94.7     811     0.83  
        Oasis Bay (5)     128     1990     862     96.3     797     0.93  
        Oasis Crossings (5)     72     1996     983     97.1     794     0.81  
        Oasis Emerald (5)     132     1988     873     97.0     642     0.74  
        Oasis Gateway (5)     360     1997     1,146     94.9     873     0.76  
        Oasis Heritage (5)     720     1986     950     95.3     597     0.63  
        Oasis Island (5)     118     1990     901     94.7     662     0.73  
        Oasis Landing (5)     144     1990     938     98.1     724     0.77  
        Oasis Meadows (5)     383     1996     1,031     95.3     768     0.74  
        Oasis Palms (5)     208     1989     880     96.1     720     0.82  
        Oasis Pearl (5)     90     1989     930     91.4     743     0.80  
        Oasis Place (5)     240     1992     440     96.0     544     1.24  
        Oasis Ridge (5)     477     1984     391     92.9     454     1.16  
        Oasis Sands     48     1994     1,125     94.9     815     0.72  
        Oasis Sierra (5)     208     1998     922     96.8     814     0.88  
        Oasis Springs (5)     304     1988     838     95.0     630     0.75  
        Oasis Suites (5)     409     1988     404     78.6     523     1.30  
        Oasis Vinings (5)     234     1994     1,152     94.8     809     0.70  
NORTH CAROLINA   
     Charlotte   
        Camden Eastchase     220     1986     698     93.4     635     0.91  
        Camden Forest     208     1989     703     92.9     665     0.95  
        Camden Habersham     240     1986     773     92.2     693     0.90  
        Camden Park Commons     232     1997     859     94.4     776     0.90  
        Camden Pinehurst     407     1967     1,147     92.4     792     0.69  
        Camden Timber Creek     352     1984     706     91.1     673     0.95  
     Greensboro   
        Camden Glen     304     1980     662     94.7     603     0.91  
        Camden Wendover     216     1985     795     94.5     671     0.84  


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OPERATING PROPERTIES
                    December 2003 Avg.
Mo. Rental Rates		  
Property and Location   Number of Apartments   Year Placed In Service   Average Apartment Size (Sq. Ft.)   2003 Average Occupancy (1)   Per Apartment   Per Sq. Ft.  
TEXAS                                
     Austin   
         Camden Briar Oaks     430     1980     711     94.6 % $ 683   $ 0.96  
        Camden Huntingdon     398     1995     903     94.7     875     0.97  
        Camden Laurel Ridge     183     1986     705     94.3     690     0.98  
        Camden Ridge View     167     1984     859     94.2     788     0.92  
        Camden Ridgecrest     284     1995     851     95.1     831     0.98  
        Camden Woodview     283     1984     644     95.0     680     1.06  
     Corpus Christi   
        Camden Breakers     288     1996     861     96.9     801     0.92  
        Camden Copper Ridge     344     1986     775     97.0     671     0.87  
        Camden Miramar (6)     652     1994/2002     481     83.1     745     1.55  
     Dallas/Fort Worth   
        Camden Addison     456     1996     942     91.3     916     0.97  
        Camden Buckingham     464     1997     919     94.2     875     0.95  
        Camden Centreport     268     1997     910     91.8     854     0.94  
        Camden Cimarron     286     1992     772     87.6     847     1.10  
        Camden Farmers Market     620     2001     916     93.2     1,158     1.26  
        Camden Gardens     256     1983     652     88.9     646     0.99  
        Camden Glen Lakes     424     1979     877     90.0     803     0.92  
        Camden Highlands     160     1985     816     90.6     692     0.85  
        Camden Lakeview     476     1985     853     92.2     676     0.79  
        Camden Legacy Creek     240     1995     831     96.2     829     1.00  
        Camden Legacy Park     276     1996     871     94.6     849     0.97  
        Camden Oaks     446     1985     730     88.6     689     0.94  
        Camden Oasis     602     1986     548     87.0     608     1.11  
        Camden Place     442     1984     772     91.6     663     0.86  
        Camden Ridge     208     1985     829     95.2     663     0.80  
        Camden Springs     304     1987     713     87.6     654     0.92  
        Camden Terrace     340     1984     848     92.5     656     0.77  
        Camden Towne Village     188     1983     735     92.0     679     0.92  
        Camden Trails     264     1984     733     88.8     637     0.87  
        Camden Valley Creek     380     1984     855     94.6     718     0.84  
        Camden Valley Park     516     1986     743     89.8     727     0.98  
        Camden Valley Ridge     408     1987     773     91.3     651     0.84  
        Camden Westview     335     1983     697     92.0     668     0.96  
     Houston   
        Camden Baytown     272     1999     844     93.2     738     0.87  
        Camden Creek     456     1984     639     91.4     642     1.01  
        Camden Crossing     366     1982     762     92.1     633     0.83  
        Camden Greenway     756     1999     861     91.2     1,016     1.18  
        Camden Holly Springs     548     1999     934     89.7     949     1.02  
        Camden Midtown     337     1999     843     93.4     1,083     1.28  
        Camden Oak Crest (2)     364     2003     870     In Lease-Up     938     1.08  
        Camden Park     288     1995     866     90.5     864     1.00  
        Camden Steeplechase     290     1982     748     93.9     649     0.87  
        Camden Stonebridge     204     1993     845     91.6     843     1.00  
        Camden Sugar Grove     380     1997     917     88.2     878     0.96  
        Camden Vanderbilt     894     1996/1997     863     92.8     1,074     1.25  
        Camden West Oaks     671     1982     726     93.6     610     0.84  
        Camden Wilshire     536     1982     761     94.6     615     0.81  
        Camden Wyndham     448     1978/1981     797     93.7     591     0.74  
        Total     51,344           850   92.9 % $ 812   $ 0.95  
(1) Represents average physical occupancy for the year, except as noted below.
(2) Properties under lease-up at December 31, 2003.
(3) Development property - average occupancy calculated from date at which occupancy exceeded 90% through year-end.
(4) Property owned through a joint venture in which we own a 50% interest. The remaining interest is owned by an unaffiliated private investor.
(5) Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated private pension fund.
(6) Miramar is a student housing project for Texas A&M at Corpus Christi. Average occupancy includes summer which is normally subject to high vacancies.



9




Completed Properties In Lease-Up

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

Development Property

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

Development Property Table

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

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

Item 3.    Legal Proceedings

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

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

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



10



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

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

PART II

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

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

Item 6.    Selected Financial Data

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

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

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

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

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

Item 8.    Financial Statements and Supplementary Data

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

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

        Not applicable.

Item 9A.   Controls and Procedures

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

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

PART III

Item 10.   Directors and Executive Officers of the Registrant

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



11



Item 11.   Executive Compensation

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

Item 12.   Security Ownership of Certain Beneficial Owners and Management

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


Equity Compensation Plan Information

Plan Category Number of securities to be issued upon exercise of
outstanding options,
warrants and rights 		Weighted-average
exercise price of
outstanding options,
warrants and rights 		Number of securities
remaining available
for future issuance under equity compensation
plans (excluding securities
reflected in column (a))
Equity compensation plans
   approved by security holders		       3,672,267   $ 31.38     4,490,250  
Equity compensation plans not
   approved by security holders       --     --     --  
            Total       3,672,267   $ 31.38     4,490.250

Item 13.   Certain Relationships and Related Transactions

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

Item 14.   Principal Accountant Fees and Services

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

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


(a) (1)    Financial Statements:

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

  (2)     Financial Statement Schedule:

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



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  (3)     Index to Exhibits:

            Number   Title

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

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

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

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

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

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

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

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

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

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

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

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

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

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



13



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



14



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



15



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

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

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

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

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

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

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

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

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

  12.1*   Statement re Computation of Ratios

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

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

  21.1*   Subsidiaries of Camden Property Trust.

  23.1*   Consent of Deloitte & Touche LLP.

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



16



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

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

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

_____________________

*Filed herewith.

(b) Reports on Form 8-K

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

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



17



SIGNATURES

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




March 12, 2004 CAMDEN PROPERTY TRUST




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





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


Name Title Date
     
     
                                     *                                      Chairman of the Board of Trust   March 12, 2004  
 Richard J. Campo   Managers and Chief Executive Officer  
    (Principal Executive Officer)
     
                                     *                                      President, Chief Operating Officer and   March 12, 2004  
 D. Keith Oden   Trust Manager  
     
                     /s/Dennis M. Steen                     Chief Financial Officer, Senior Vice   March 12, 2004  
 Dennis M. Steen   President-Finance and Secretary  
     (Principal Financial Officer)
     
     
                                     *                                      Trust Manager   March 12, 2004  
 William R. Cooper  
     
                                     *                                      Trust Manager   March 12, 2004  
 George A. Hrdlicka  
     
                                     *                                      Trust Manager   March 12, 2004  
 Scott S. Ingraham  
     
                                     *                                      Trust Manager   March 12, 2004  
 Lewis A. Levey  
     
                                     *                                      Trust Manager   March 12, 2004  
 F. Gardner Parker  
     
                                     *                                      Trust Manager   March 12, 2004  
 Steven A. Webster  



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




INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


CAMDEN PROPERTY TRUST

  Page  
Independent Auditors' Report (included herein) F-2  
 
Financial Statements (incorporated by reference under Item 8 of Part II from pages 19
       through 42 of our Annual Report to Shareholders for the year ended
       December 31, 2003):		    
 
    Independent Auditors’ Report
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002
     and 2001
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2003, 2002
     and 2001
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002
     and 2001
Notes to Consolidated Financial Statements


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

Schedule III -- Real Estate and Accumulated Depreciation S-1  


F-1



INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Camden Property Trust

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

DELOITTE & TOUCHE LLP

Houston, Texas
March
9, 2004



F-2



Schedule III


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

(In thousands)

Description   Encumbrances   Initial Cost to
Camden Property Trust 		  Cost
Capitalized Subsequent To
Acquisition Or
Development 		  Gross Amount at Which
Carried at December 31, 2003 (a)
Property Name   Location       Land   Building and
Improvements		       Land   Building and
Improvements		   Total  
 
 
Apartments       TX   $ 27,045   $ 128,402   $ 659,574   $ 76,715   $ 128,402   $ 736,289   $ 864,691  
Apartments   AZ   --    27,465    172,703    10,791    27,465    183,494    210,959  
Apartments     CA    47,101    79,820    316,985    10,250    79,820    327,235    407,055  
Apartments     CO   30,742    21,907    164,470    7,456    21,907    171,926    193,833  
Apartments     FL   14,277    59,032    411,294    36,554    59,032    447,848    506,880  
Apartments     KY   17,100    5,107    66,993    5,975    5,107    72,968    78,075  
Apartments     MO   43,552    18,148    120,848    16,513    18,148    137,361    155,509  
Apartments     NV   39,171    48,767    314,111    19,360    48,767    333,471    382,238  
Apartments     NC   12,810    11,842    75,099    13,523    11,842    88,622    100,464  
Properties under Development     CA   --    37,718    71,304    --    37,718    71,304    109,022  
Properties under Development     FL   --    3,331    3,804    --    3,331    3,804    7,135  
Properties under Development     TX   --    48,068    24,894    --    48,068    24,894    72,962  
     Total       $ 231,798   $ 489,607   $ 2,402,079   $ 197,137   $ 489,607   $ 2,599,216   $ 3,088,823  

Description Accumulated
Depreciation(a) 		Date
Constructed
Or Acquired 		Depreciable Life (Years)
Property Name Location
Apartments     TX     $ 215,659   1993-2003     3 - 35    
Apartments   AZ    43,833   1994-2002   3 - 35  
Apartments   CA    26,967   1998-2003   3 - 35  
Apartments   CO    30,954   1998-2000   3 - 35  
Apartments   FL    99,272   1997-2003   3 - 35  
Apartments   KY    19,654   1997-2000   3 - 35  
Apartments   MO    51,543   1997   3 - 35  
Apartments   NV    72,043   1998-1999   3 - 35  
Apartments   NC    41,763   1997   3 - 35  
Properties under Development   CA    --   1998-2003   3 - 35  
Properties under Development   FL    --   1998-2003   3 - 35  
Properties under Development   TX    --   1998-2003   3 - 35  
     Total       $ 601,688          

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

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

2003 2002 2001
Balance, beginning of year     $ 3,020,584   $ 2,736,474   $ 2,623,729  
Additions during year:  
   Acquisitions    --    245,836    20,634  
   Development    79,970    128,312    76,562  
   Improvements    22,287    33,733    26,655  
Deductions during year:  
   Cost of real estate sold    (34,018 )  (123,771 )  (11,106 )
Balance, end of year   $ 3,088,823   $ 3,020,584   $ 2,736,474  

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

2003 2003 2001
Balance, beginning of year     $ 498,776   $ 422,154   $ 326,723  
   Depreciation    103,354    100,991    98,400  
   Real estate sold    (442 )  (24,369 )  (2,969 )
Balance, end of year   $ 601,688   $ 498,776   $ 422,154  


S-1