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): October 6, 2004

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)

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))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
SIGNATURES
Amendment to Agreement and Plan of Merger

Item 1.01 Entry into a Material Definitive Agreement.

Camden Property Trust (“Camden”), Camden Sparks, Inc., a wholly owned subsidiary of Camden (“Camden Sparks”), and Summit Properties Inc. (“Summit”) entered into Amendment No. 1 to Agreement and Plan of Merger, dated as of October 6, 2004 (the “Amendment”), in order to clarify that, pursuant to Section 5.3(a) of the Agreement and Plan of Merger, dated as of October 4, 2004, by and among Camden, Camden Sparks, and Summit (the “Merger Agreement”), from the execution of the Merger Agreement through the effective time of the merger, Camden may declare, set aside or pay a regular, quarterly cash dividend at a rate not in excess of $0.635 per Camden common share.

For additional information, reference is made to the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 2.1.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit
Number	Title
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated October 6, 2004, by and among Camden Property Trust, Camden Sparks, Inc., and Summit Properties Inc.

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SIGNATURES

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

Date: October 7, 2004

CAMDEN PROPERTY TRUST
By:	/s/ Dennis M. Steen
	Dennis M. Steen
	Senior Vice President - Finance, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit
Number	Title
2.1*	Amendment No. 1 to Agreement and Plan of Merger, dated October 6, 2004, by and among Camden Property Trust, Camden Sparks, Inc., and Summit Properties Inc.

*  Filed herewith.

EX-2.1

EXHIBIT 2.1

AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER

     This Amendment No. 1 (this “Amendment”), dated as of October 6, 2004, is made and entered into by and among Camden Property Trust, a Texas real estate investment trust (“Parent”), Camden Sparks, a Delaware corporation and a wholly owned subsidiary of Parent (“MergerCo”), and Summit Properties Inc., a Maryland corporation (the “Company”), and shall amend the Agreement and Plan of Merger, dated as of October 4, 2004, by and among Parent, MergerCo and the Company (the “Merger Agreement”).

     WHEREAS, the parties to the Merger Agreement desire to amend the Merger Agreement to clarify their mutual intent relating thereto.

     NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows:

     1. Section 5.3(a) of the Merger Agreement is hereby amended and restated to read in its entirety as follows:

     “(a) (i) split, combine or reclassify any capital shares of Parent or (ii) declare, set aside or pay any dividend or other distribution (whether in cash, shares, or property or any combination thereof) in respect of any capital shares of Parent, except for (A) subject to Section 6.14 hereof, a regular, quarterly cash dividend at a rate not in excess of $.635 per Parent Common Share, declared and paid in accordance with past practice, and corresponding regular quarterly distributions payable to holders of Parent OP Units in an amount not to exceed the amount payable to the shareholders of Parent in such quarter; (B) distributions payable to holders of preferred units in Parent Partnership; and (C) dividends or distributions, declared, set aside or paid by any Parent Subsidiary to Parent or any Parent Subsidiary that is, directly or indirectly, wholly owned by Parent;”

     2. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement.

     3. Except as otherwise expressly provided in this Amendment, the Merger Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

     4. This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the same instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as of the date first above written.

CAMDEN PROPERTY TRUST
By:	/s/ Richard J. Campo
	Name:	Richard J. Campo
	Title:	Chairman of the Board and Chief Executive Officer

CAMDEN SPARKS, INC.
By:	/s/ Richard J. Campo
	Name:	Richard J. Campo
	Title:	Chairman of the Board and Chief Executive Officer

SUMMIT PROPERTIES INC.
By:	/s/ Steven R. LeBlanc
	Name:	Steven R. LeBlanc
	Title:	President and Chief Executive Officer