8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2010

CAMDEN PROPERTY TRUST
(Exact name of registrant as specified in its charter)

Texas	1-12110	76-6088377
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Three Greenway Plaza, Suite 1300, Houston, Texas	77046
(Address of Principal Executive Offices)	(Zip Code)

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

Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 22, 2010, the Compensation Committee of the Board of Trust Managers of Camden Property Trust (the “Company”) approved the grant of options to purchase common shares of the Company to the executive officers named below pursuant to the Company’s 2002 Share Incentive Plan and the Option Award Agreement, the form of which is filed as Exhibit 99.1 hereto. Each of these options has an exercise price equal to the closing price of our common shares on the date of the grant and expires ten years from the date of grant. These option grants vest in three equal installments on the first three anniversaries of the date of grant. In consideration of these option grants, each executive officer named below waived the right to receive an equal number of “reloaded” options, all of which reloaded options would have been fully vested on the date of grant.

	Number of Options
Executive Officer	Granted
Richard J. Campo		18,698
D. Keith Oden		18,698
H. Malcolm Stewart		5,970

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit
Number	Title
99.1	Form of Option Certificate for options granted on March 22, 2010

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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: March 25, 2010

CAMDEN PROPERTY TRUST

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

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EXHIBIT INDEX

Exhibit
Number	Title
99.1	Form of Option Certificate for options granted on March 22, 2010

EX-99.1

Exhibit 99.1

OPTION CERTIFICATE

NON-QUALIFIED SHARE OPTION
(Non-Assignable)

To Purchase Common Shares of Beneficial Interest of

CAMDEN PROPERTY TRUST

Issued Pursuant to the Amended and Restated
2002 Share Option Plan of Camden Property Trust, as amended (the “Plan”)

THIS CERTIFICATE CERTIFIES that on March 22, 2010 (the “Date of Grant”),         (the “Holder”) was granted an option (the “Option”) to purchase at the exercise price of $43.94 per share all or any part of         fully paid and non-assessable common shares of beneficial interest, par value $0.01 per share (the “Shares”), of Camden Property Trust, a Texas real estate investment trust, upon and subject to the following terms and conditions. The Option is not intended to constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

The Option shall expire on March 22, 2020 or 90 days from the date of termination of employment or such other date as governed by the Plan.

The Option may be exercised or surrendered during the Holder’s lifetime only by the Holder. The Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution.

The Option may not be exercised until the first anniversary of the Date of Grant; one-third of the total number of Shares subject to this Option may be purchased on or after March 22, 2011, 2012 and 2013, respectively, but prior to the Option’s expiration date.

The Option does not include a reload option right and is not a Reload Option for purposes of Section 6(a)(7) of the Plan. In addition, the Holder may not exercise the Option through an Incentive Exchange Right pursuant to Section 6(f) of the Plan.

The Option is granted in consideration of the waiver by the Holder of the right to receive “reloaded” options pursuant to Section 6(f)(3) of the Plan with respect to options to purchase         Shares through the Incentive Exchange Rights which were exercised by the Holder on the Date of Grant.

The Option and this Certificate are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms and conditions of which are hereby incorporated as though set forth at length. A determination of the Committee under the Plan as to any questions which may arise with respect to the interpretation of the Provisions of the Option and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable. Capitalized terms used herein and not defined herein should have the meanings such terms are given in the Plan.

WITNESS the signature of its duly authorized officer:

Dated as of March 22, 2010

CAMDEN PROPERTY TRUST

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