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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
As filed with the Securities and Exchange Commission on September 4, 2002 <BR>
 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration No. 333-</FONT></P>

<p align=center> </p>
<br><hr><br>


      <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
                     SECURITIES AND EXCHANGE COMMISSION <br>
                        Washington, D.C. 205490 </b> </FONT></P>

        <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                          <b>FORM S-8 </b> <br>
                           __________ </font> </p>


 <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
                                                 REGISTRATION STATEMENT <br>
                                                             UNDER <br>
                                                  THE SECURITIES ACT OF 1933 </b></FONT></P> <BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>
                                                CAMDEN PROPERTY TRUST </B> <BR>
                                    (Exact Name of Registrant as Specified in its Charter) </FONT></P>

<table width=700 border=0 cellpadding=0 cellspacing=0>
<tr valign=top>
<td width=25%></td>
<td width=25% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B>
TEXAS </B> <br>
(State or Other Jurisdiction of <br>
Incorporation or Organization) </font></td>
<td width=4%></td>
<td width=41% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B>
76-6088377 </B><br>
(I.R.S. Employer <br>
Identification Number) </font></td>
<td width=5%></td>
</tr></table> <BR>

<table width=700 border=0 cellpadding=0 cellspacing=0>
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<td width=25%></td>
<td width=25% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B>
3 GREENWAY PLAZA <br>
SUITE 1300 <br>
HOUSTON, TEXAS </B> <BR>
(Address of Principal <BR>
 Executive Officers) <BR>
</font></td>
<td width=4%></td>
<td width=41% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B>
77046  </b> <br>
(Zip Code) </font></td>
<td width=5%></td>
</tr></table> <br> <br>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
2002 SHARE INCENTIVE PLAN OF CAMDEN PROPERTY TRUST </b> <br>
(Full Title of the Plan) </FONT>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                <b>    RICHARD J. CAMPO <br>
                                             CHAIRMAN AND CHIEF EXECUTIVE OFFICER <br>
                                                     CAMDEN PROPERTY TRUST <br>
                                                 3 GREENWAY PLAZA, SUITE 1300 <br>
                                                     HOUSTON, TEXAS 77046 </b> <br>
                                            (Name and Address of Agent for Service) <br> <br>

                                               <b>      (713) 354-2500 </b> <br>
                                 (Telephone Number, Including Area Code, of Agent for Service) <br> <br>
                                                      __________________ <br>
                                                          Copies to: <br>
                                                <b>    BRYAN L. GOOLSBY <br>
                                                   LOCKE LIDDELL &amp; SAPP LLP  <br>
                                                 2200 ROSS AVENUE, SUITE 2200 <br>
                                                      DALLAS, TEXAS 75201 </b> <br>
                                                      __________________ </FONT></P>
<table width=750 border=0 cellpadding=0 cellspacing=0>
<tr valign=top>
<td width=100% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<b>   CALCULATION OF REGISTRATION FEE </b></font></td></tr></table>

<table width=750 border=1 cellpadding=0 cellspacing=0>
<tr valign=top>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<br>
Title of Each Class of  <br>
Securities to be <br>
Registered </font></td>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<br> <br>
Amount to be <br>
Registered  <br>
</font></td>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Proposed <br>
Maximum  <br>
Offering Price Per <br>
Share(1)(2)</font></td>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Proposed <br>
Maximum  <br>
Aggregate <br>
Offering Price (2)
</font></td>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<br><br>
Amount of <br>
Registration Fee (3)
</font></td></tr></table>

<table width=750 border=1 cellpadding=0 cellspacing=0>
<tr valign=top>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Common Shares of <br>
Beneficial Interest, par <br>
value $0.01 per share </font></td>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<br> <br>
5,169,079  <br>
</font></td>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<br> <br>
$35.71  <br>
</font></td>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<br> <br>
$184,587,811
</font></td>
<td width=20% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<br><br>
$16,982
</font></td></tr></table> <br>


<table width=750 border=0 cellpadding=0 cellspacing=0>
<tr valign=top>
<td width=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(1)<br><br>
(2)<br>
(3)<br>
</font></td>
<td width=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Estimated  pursuant to Rule 457(h) under the  Securities Act of 1933, as amended
(the  "Securities  Act"),  on the basis of the price of  securities  of the same
class. <br>
Estimated solely for the purpose of determining the registration fee. <br>
Calculated pursuant to Section 6(b) of the Securities Act.
</font></td></tr></table>

<p align=center> </p>
<br><hr><br>





<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
                                              REGISTRATION STATEMENT ON FORM S-8 <br><br>

                                                            PART II <br>
                                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </b></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
Item 3. &nbsp;&nbsp;&nbsp; Incorporation of Documents by Reference. </b></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Incorporated by reference in this Registration Statement are the following documents filed
with the Securities and Exchange Commission (the &#147;Commission&#148;): </FONT></P>

<table width=750 border=0 cellpadding=0 cellspacing=0>
<tr valign=top>
<TD WIDTH=8%><FONT SIZE=2></FONT></TD>
<td width=4%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(a) <br><br>
(b) <br><br>
(c) <br><br>
(d) <br><br>
(e) <br><br>
(f)<br><br>
(g)<br><br>
</font></td>
<td width=88%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Camden Property Trust's ("Camden") Annual Report on Form 10-K for the fiscal year ended December 31, 2001; <br><br>
Camden's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002;  <br><br>
Camden's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002;   <br><br>
Camden's Current Report on Form 8-K filed with the Commission on June 4, 2002;       <br><br>
Camden's Current Report on Form 8-K filed with the Commission on August 14, 2002     <br><br>
Camden's Current Report on Form 8-K filed with the Commission on August 21, 2002; and<br><br>
The description of Camden&#146;s common shares of beneficial interest, par value
$.01 per share, set forth in the section entitled &#147;Description of Camden
Securities-Camden Common Shares&#148; in the Registrant&#146;s Registration
Statement on Form S-4, filed with the Commission on February 6, 1998 (File No.
333-45817), including any amendment or report filed for the purpose of updating
such information.
</font></td></tr></table> <br>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All documents subsequently filed by Camden pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange
Act&#148;), prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
Item 4. &nbsp;&nbsp;&nbsp;  Description of Securities.  </b></FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
Item 5. &nbsp;&nbsp;&nbsp;  Interests of Named Experts and Counsel. </b></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
Item 6. &nbsp;&nbsp;&nbsp;  Indemnification of Directors and Officers. </b></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Subsection (B) of Section 9.20 of the Texas Real Estate Investment Trust Act, as amended
(the &#147;Act&#148;), empowers a real estate investment trust to indemnify any
person who was, is, or is threatened to be made a named defendant or respondent
in any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative, any appeal in
such an action, suit, or proceeding, or any inquiry or investigation that can
lead to such an action, suit or proceeding because the person is or was a trust
manager, officer, employee or agent of the real estate investment trust or is or
was serving at the request of the real estate investment trust as a trust</FONT></P>

<p align=center></p>
<br><hr><br>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
manager, director, officer, partner, venturer, proprietor, trustee, employee,
agent, or similar functionary of another real estate investment trust,
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise against expenses (including court costs and
attorney fees), judgments, penalties, fines and settlements if he conducted
himself in good faith and reasonably believed his conduct was in or not opposed
to the best interests of the real estate investment trust and, in the case of
any criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Act further provides that, except to the extent otherwise permitted by the Act,
a person may not be indemnified in respect of a proceeding in which the person
is found liable on the basis that personal benefit was improperly received by
him or in which the person is found liable to the real estate investment trust.
Indemnification pursuant to Subsection (B) of Section 9.20 of the Act is limited
to reasonable expenses actually incurred and may not be made in respect of any
proceeding in which the person has been found liable for willful or intentional
misconduct in the performance of his duty to the real estate investment trust. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Subsection (C) of Section 15.10 of the Act provides that a trust manager shall not be
liable for any claims or damages that may result from his acts in the discharge
of any duty imposed or power conferred upon him by the real estate investment
trust, if, in the exercise of ordinary care, he acted in good faith and in
reliance upon information, opinions, reports, or statements, including financial
statements and other financial data, concerning the real estate investment
trust, that were prepared or presented by officers or employees of the real
estate investment trust, legal counsel, public accountants, investment bankers,
or certain other professionals, or a committee of trust manager of which the
trust manager is not a member. In addition, no trust manager shall be liable to
the real estate investment trust for any act, omission, loss, damage, or expense
arising from the performance of his duty to a real estate investment trust, save
only for his own willful misfeasance, willful malfeasance or gross negligence. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Article Sixteen of the Amended and Restated Declaration of Trust of Camden provides that
Camden shall indemnify officers and trust managers, as set forth below: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Camden shall indemnify, to the fullest extent that indemnification is permitted
by Texas law in accordance with Camden&#146;s Bylaws, every person who is or was
a trust manager or officer of Camden or its corporate predecessor and any person
who is or was serving at the request of Camden or its corporate predecessor as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another real estate investment trust, foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise with respect to all reasonable costs and
expenses incurred by such person as a result of such person being made or
threatened to be made a defendant or respondent in a proceeding by reason of his
holding or having held a position named above in this paragraph as well as
against all judgements, penalties, fines and amounts paid in settlement. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the indemnification provided in paragraph (a) is either (i) insufficient to
cover all costs and expenses incurred by any person named in such paragraph as a
result of such person being made or threatened to be made a defendant or
respondent in a proceeding by reason of his holding or having held a position
named in such paragraph or (ii) not permitted by Texas law, Camden shall
indemnify, to the fullest extent that indemnification is permitted by Texas law,
every person who is or was a trust manager or officer of Camden or its corporate
predecessor and any person who is or was serving at the request of Camden or its
corporate predecessor as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another real estate
investment trust, foreign or domestic corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise with
respect to all costs and expenses incurred by such person as a result of such
person being made or threatened to be made a defendant or respondent in a
proceeding by reason of his holding or having held a position named above in
this paragraph. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Second Amended and Restated Bylaws of Camden provide that Camden may indemnify
any trust manager or officer of Camden who was, is or is threatened to be made a
party to any suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, because the person is or was a trust manager,
officer, employee or agent of Camden, or is or was serving at the request of
Camden in the same or another capacity in another corporation or business
association, against judgments, penalties, fines, settlements and reasonable </FONT></P>

<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 2 </font></p>
<br><hr><br>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
expenses actually incurred if it is determined that the person: (i) conducted
himself in good faith, (ii) reasonably believed that, in the case of conduct in
his official capacity, his conduct was in the best interests of Camden, and
that, in all other cases, his conduct was at least not opposed to the best
interests of Camden, and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful; provided that, if the
person is found liable to Camden, or is found liable on the basis that personal
benefit was improperly received by the person, the indemnification (A) is
limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (B) will not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to Camden. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
Item 7. &nbsp;&nbsp;&nbsp; Exemption from Registration Claimed. </b></FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Not applicable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
Item 8. &nbsp;&nbsp;&nbsp; Exhibits </b></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=12%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>Exhibit No.</u><br>
3.1 <br><br>
3.2 <br><br>
4.1 <br><br>
5   <br>
23.1<br>
23.2<br>
24  <br>
99.1
</FONT> </TD>
<TD WIDTH=88%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>Description  </u><br>
Amended and Restated  Declaration of Trust of Camden (filed as Exhibit 3.1 to Camden's  Annual Report on Form
10-K for the year ended December 31, 1993 (File No. 1-12110), and incorporated by reference herein)<br>
Second Amended and Restated  Bylaws of Camden (filed as  Exhibit 3.1  to Camden's  Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 1-12110) and incorporated by reference herein) <br>
Specimen  certificate  for Camden Common Shares (filed as Exhibit 4.1 to Camden's  Registration  Statement on
Form S-11 filed on September 15, 1993 (File No. 33-68736), and incorporated by reference herein)<br>
Opinion of Locke Liddell &amp; Sapp LLP  <br>
Consent of Deloitte &amp; Touche LLP   <br>
Consent of Locke Liddell &amp; Sapp LLP (included in their opinion filed as Exhibit 5) <br>
Powers of Attorney (included on signature page) <br>
2002 Share Incentive Plan of Camden Property Trust (filed as Exhibit 10.1 to Camden&#146;s Quarterly Report
on Form 10-Q for the quarter ended March 30, 2002 (File No. 1-12110), and incorporated by reference herein)
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
Item 9. &nbsp;&nbsp;&nbsp; Undertakings. </b></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes as follows:
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To file,  during  any  period  in  which  offers  or sales  are  being  made,  a
post-effective amendment to this registration statement:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=12%></TD>
<TD WIDTH=88%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=12%></TD>
<TD WIDTH=88%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in the effective registration statement. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=12%></TD>
<TD WIDTH=88%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 3 </font></p>
<br><hr><br>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=12%></TD>
<TD WIDTH=88%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement. </FONT>
</TD>
</TR>
</TABLE>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To remove from  registration by means of a  post-effective  amendment any of the securities  being registered
which remain unsold at the termination of the offering. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant&#146;s annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan&#146;s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue. </FONT></P>

<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 4 </font></p>
<br><hr><br>


      <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
                                           SIGNATURES </b> </FONT></P>




<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Houston, state of Texas, on the 4th day of
September, 2002. </FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=55%></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
CAMDEN PROPERTY TRUST</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=55%></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By:</FONT></TD>
<TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ Richard J. Campo &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
Richard J. Campo  <br>
Chairman of the Board and Chief Executive Officer <br>
</FONT>
</TD>
</TR>
</TABLE>
<BR>



      <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
                                           POWER OF ATTORNEY </b> </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated. Each of the undersigned officers and directors of the registrant
hereby constitutes Richard J. Campo, D. Keith Oden and G. Steven Dawson, any of
whom may act, his true and lawful attorneys-in-fact with full power to sign for
him and in his name in the capacities indicated below and to file any and all
amendments to the registration statement filed herewith, making such changes in
the registration statement as the registrant deems appropriate, and generally to
do all such things in his name and behalf in his capacity as an officer and
director to enable the registrant to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission. </FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ Richard J. Campo &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
Richard J. Campo  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Chairman of the Board of Trust <BR>
Managers and Chief Executive <BR>
Officer (Principal Executive Officer) <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ D. Keith Oden &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
D. Keith Oden  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
President, Chief Operating Officer <BR>
and Trust Manager <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ G. Steven Dawson &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
G. Steven Dawson  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Senior Vice President-Finance, <BR>
Chief Financial Officer and Secretary <BR>
(Principal Financial Officer) <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ Dennis M. Steen &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
Dennis M. Steen  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Vice President-Controller, Chief <BR>
Accounting Officer and Treasurer <BR>
(Principal Accounting Officer) <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ George A. Hrdlicka &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
George A. Hrdlicka  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Trust Manager <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ F. Gardner Parker &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
F. Gardner Parker  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Trust Manager <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ Steven A. Webster &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
Steven A. Webster  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Trust Manager <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ William R. Cooper &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
William R. Cooper  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Trust Manager <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ Lewis A. Levey &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
Lewis A. Levey  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Trust Manager <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=8%></TD>
<TD WIDTH=37%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>/s/ Scott S. Ingraham &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
Scott S. Ingraham  <br>
</FONT></TD>
<TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Trust Manager <BR>
</FONT></TD>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
September 4, 2002</FONT>
</TD>
</TR>
</TABLE>
<BR>

<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 5 </font></p>
<br><hr><br>



      <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
                                           EXHIBIT INDEX </b> </FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=12%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>Exhibit No.</u><br>
3.1 <br><br>
3.2 <br><br>
4.1 <br><br>
5   <br>
23.1<br>
23.2<br>
24  <br>
99.1
</FONT> </TD>
<TD WIDTH=88%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<u>Description  </u><br>
Amended and Restated  Declaration of Trust of Camden (filed as Exhibit 3.1 to Camden's  Annual Report on Form
10-K for the year ended December 31, 1993 (File No. 1-12110), and incorporated by reference herein)<br>
Second Amended and Restated  Bylaws of Camden (filed as  Exhibit 3.1  to Camden's  Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 1-12110) and incorporated by reference herein) <br>
Specimen  certificate  for Camden Common Shares (filed as Exhibit 4.1 to Camden's  Registration  Statement on
Form S-11 filed on September 15, 1993 (File No. 33-68736), and incorporated by reference herein)<br>
Opinion of Locke Liddell &amp; Sapp LLP  <br>
Consent of Deloitte &amp; Touche LLP   <br>
Consent of Locke Liddell &amp; Sapp LLP (included in their opinion filed as Exhibit 5) <br>
Powers of Attorney (included on signature page) <br>
2002 Share Incentive Plan of Camden Property Trust (filed as Exhibit 10.1 to Camden&#146;s Quarterly Report
on Form 10-Q for the quarter ended March 30, 2002 (File No. 1-12110), and incorporated by reference herein)
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 6 </font></p>
<br><hr><br>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=55%></TD>
<TD WIDTH=45% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Exhibit 5  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>
</TD>
</TR>
</TABLE>
<BR>

      <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                           September 4, 2002</FONT></P>




<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Camden Property Trust <br>
3 Greenway Plaza, Suite 1300 <br>
Houston, Texas  77046 <br> <br>

Ladies and Gentlemen:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We have acted as counsel to Camden Property Trust, a Texas real estate investment
trust (the &#147;Company&#148;), in connection with the Registration Statement
on Form S-8 (the &#147;Registration Statement&#148;) filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, relating to the offer and sale of up to 5,169,079 of the Company&#146;s Common
Shares of Beneficial Interest, $0.01 par value per share (the &#147;Common
Shares&#148;), that may be issued pursuant to the 2002 Share Incentive Plan of
Camden Property Trust (the &#147;Plan&#148;). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In connection with this opinion, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable in connection with this
opinion, including the Company&#146;s Declaration of Trust, the Company&#146;s
Bylaws and the Plan. In our examination we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, the
authenticity of originals of such copies and the authenticity of telegraphic or
telephonic confirmations of public officials and others. As to facts material to
our opinion, we have relied upon certificates or telegraphic or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or its representatives or officers. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Based upon the foregoing, we are of the opinion that the Common Shares that may be
issued by the Company, when issued and paid for in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=55%></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=45%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Very truly yours, <br> <br>
LOCKE LIDDELL &amp; SAPP LLP <br> <br> <br>
By:
&nbsp;&nbsp;&nbsp;&nbsp;<u>/s/&nbsp;&nbsp;
Toni Weinstein
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Toni Weinstein
</FONT>
</TD>
</TR>
</TABLE>
<BR> <BR> <BR>

<p align=center></p>
<br><hr><br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=55%></TD>
<TD WIDTH=45% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Exhibit 23.1  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


      <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <b>
                                           INDEPENDENT AUDITORS' CONSENT </b> </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We consent to the incorporation by reference in this Registration Statement of
Camden Property Trust on Form S-8 of our reports dated January 29, 2002,
appearing in the Annual Report on Form 10-K of Camden Property Trust for the
year ended December 31, 2001. </FONT></P> <br>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Deloitte &amp; Touche LLP <br> <br>

Houston, Texas <br>
September 4, 2002 <br>
</FONT></P>


</body>
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{"company-data": {"conformed-name": "CAMDEN PROPERTY TRUST", "cik": "0000906345", "assigned-sic": "6798", "irs-number": "766088377", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99185", "film-number": "02757488"}, "business-address": {"street1": "THREE GREENWAY PLAZA", "street2": "SUITE 1300", "city": "HOUSTON", "state": "TX", "zip": "77046", "phone": "7139643555"}, "mail-address": {"street1": "THREE GREENWAY PLZ", "street2": "SUITE 1300", "city": "HOUSTON", "state": "TX", "zip": "77046"}}
As filed with the Securities and Exchange Commission on September 4, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205490
FORM S-8
__________
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAMDEN PROPERTY TRUST
(Exact Name of Registrant as Specified in its Charter)
TEXAS
(State or Other Jurisdiction of
Incorporation or Organization)
76-6088377
(I.R.S. Employer
Identification Number)
3 GREENWAY PLAZA
SUITE 1300
HOUSTON, TEXAS
(Address of Principal
Executive Officers)
77046
(Zip Code)
2002 SHARE INCENTIVE PLAN OF CAMDEN PROPERTY TRUST
(Full Title of the Plan)
RICHARD J. CAMPO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CAMDEN PROPERTY TRUST
3 GREENWAY PLAZA, SUITE 1300
HOUSTON, TEXAS 77046
(Name and Address of Agent for Service)
(713) 354-2500
(Telephone Number, Including Area Code, of Agent for Service)
__________________
Copies to:
BRYAN L. GOOLSBY
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
__________________
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price Per
Share(1)(2)
Proposed
Maximum
Aggregate
Offering Price (2)
Amount of
Registration Fee (3)
Common Shares of
Beneficial Interest, par
value $0.01 per share
5,169,079
$35.71
$184,587,811
$16,982
(1)
(2)
(3)
Estimated  pursuant to Rule 457(h) under the  Securities Act of 1933, as amended
(the  "Securities  Act"),  on the basis of the price of  securities  of the same
class.
Estimated solely for the purpose of determining the registration fee.
Calculated pursuant to Section 6(b) of the Securities Act.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.     Incorporation of Documents by Reference.
Incorporated by reference in this Registration Statement are the following documents filed
with the Securities and Exchange Commission (the "Commission"):
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Camden Property Trust's ("Camden") Annual Report on Form 10-K for the fiscal year ended December 31, 2001;
Camden's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002;
Camden's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002;
Camden's Current Report on Form 8-K filed with the Commission on June 4, 2002;
Camden's Current Report on Form 8-K filed with the Commission on August 14, 2002
Camden's Current Report on Form 8-K filed with the Commission on August 21, 2002; and
The description of Camden's common shares of beneficial interest, par value
$.01 per share, set forth in the section entitled "Description of Camden
Securities-Camden Common Shares" in the Registrant's Registration
Statement on Form S-4, filed with the Commission on February 6, 1998 (File No.
333-45817), including any amendment or report filed for the purpose of updating
such information.
All documents subsequently filed by Camden pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4.      Description of Securities.
Not applicable.
Item 5.      Interests of Named Experts and Counsel.
Not applicable.
Item 6.      Indemnification of Directors and Officers.
Subsection (B) of Section 9.20 of the Texas Real Estate Investment Trust Act, as amended
(the "Act"), empowers a real estate investment trust to indemnify any
person who was, is, or is threatened to be made a named defendant or respondent
in any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative, any appeal in
such an action, suit, or proceeding, or any inquiry or investigation that can
lead to such an action, suit or proceeding because the person is or was a trust
manager, officer, employee or agent of the real estate investment trust or is or
was serving at the request of the real estate investment trust as a trust
manager, director, officer, partner, venturer, proprietor, trustee, employee,
agent, or similar functionary of another real estate investment trust,
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise against expenses (including court costs and
attorney fees), judgments, penalties, fines and settlements if he conducted
himself in good faith and reasonably believed his conduct was in or not opposed
to the best interests of the real estate investment trust and, in the case of
any criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.
The Act further provides that, except to the extent otherwise permitted by the Act,
a person may not be indemnified in respect of a proceeding in which the person
is found liable on the basis that personal benefit was improperly received by
him or in which the person is found liable to the real estate investment trust.
Indemnification pursuant to Subsection (B) of Section 9.20 of the Act is limited
to reasonable expenses actually incurred and may not be made in respect of any
proceeding in which the person has been found liable for willful or intentional
misconduct in the performance of his duty to the real estate investment trust.
Subsection (C) of Section 15.10 of the Act provides that a trust manager shall not be
liable for any claims or damages that may result from his acts in the discharge
of any duty imposed or power conferred upon him by the real estate investment
trust, if, in the exercise of ordinary care, he acted in good faith and in
reliance upon information, opinions, reports, or statements, including financial
statements and other financial data, concerning the real estate investment
trust, that were prepared or presented by officers or employees of the real
estate investment trust, legal counsel, public accountants, investment bankers,
or certain other professionals, or a committee of trust manager of which the
trust manager is not a member. In addition, no trust manager shall be liable to
the real estate investment trust for any act, omission, loss, damage, or expense
arising from the performance of his duty to a real estate investment trust, save
only for his own willful misfeasance, willful malfeasance or gross negligence.
Article Sixteen of the Amended and Restated Declaration of Trust of Camden provides that
Camden shall indemnify officers and trust managers, as set forth below:
(a)          
Camden shall indemnify, to the fullest extent that indemnification is permitted
by Texas law in accordance with Camden's Bylaws, every person who is or was
a trust manager or officer of Camden or its corporate predecessor and any person
who is or was serving at the request of Camden or its corporate predecessor as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another real estate investment trust, foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise with respect to all reasonable costs and
expenses incurred by such person as a result of such person being made or
threatened to be made a defendant or respondent in a proceeding by reason of his
holding or having held a position named above in this paragraph as well as
against all judgements, penalties, fines and amounts paid in settlement.
(b)          
If the indemnification provided in paragraph (a) is either (i) insufficient to
cover all costs and expenses incurred by any person named in such paragraph as a
result of such person being made or threatened to be made a defendant or
respondent in a proceeding by reason of his holding or having held a position
named in such paragraph or (ii) not permitted by Texas law, Camden shall
indemnify, to the fullest extent that indemnification is permitted by Texas law,
every person who is or was a trust manager or officer of Camden or its corporate
predecessor and any person who is or was serving at the request of Camden or its
corporate predecessor as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another real estate
investment trust, foreign or domestic corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise with
respect to all costs and expenses incurred by such person as a result of such
person being made or threatened to be made a defendant or respondent in a
proceeding by reason of his holding or having held a position named above in
this paragraph.
The Second Amended and Restated Bylaws of Camden provide that Camden may indemnify
any trust manager or officer of Camden who was, is or is threatened to be made a
party to any suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, because the person is or was a trust manager,
officer, employee or agent of Camden, or is or was serving at the request of
Camden in the same or another capacity in another corporation or business
association, against judgments, penalties, fines, settlements and reasonable
2
expenses actually incurred if it is determined that the person: (i) conducted
himself in good faith, (ii) reasonably believed that, in the case of conduct in
his official capacity, his conduct was in the best interests of Camden, and
that, in all other cases, his conduct was at least not opposed to the best
interests of Camden, and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful; provided that, if the
person is found liable to Camden, or is found liable on the basis that personal
benefit was improperly received by the person, the indemnification (A) is
limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (B) will not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to Camden.
Item 7.     Exemption from Registration Claimed.
Not applicable.
Item 8.     Exhibits
Exhibit No.
3.1
3.2
4.1
5
23.1
23.2
24
99.1
Description
Amended and Restated  Declaration of Trust of Camden (filed as Exhibit 3.1 to Camden's  Annual Report on Form
10-K for the year ended December 31, 1993 (File No. 1-12110), and incorporated by reference herein)
Second Amended and Restated  Bylaws of Camden (filed as  Exhibit 3.1  to Camden's  Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 1-12110) and incorporated by reference herein)
Specimen  certificate  for Camden Common Shares (filed as Exhibit 4.1 to Camden's  Registration  Statement on
Form S-11 filed on September 15, 1993 (File No. 33-68736), and incorporated by reference herein)
Opinion of Locke Liddell & Sapp LLP
Consent of Deloitte & Touche LLP
Consent of Locke Liddell & Sapp LLP (included in their opinion filed as Exhibit 5)
Powers of Attorney (included on signature page)
2002 Share Incentive Plan of Camden Property Trust (filed as Exhibit 10.1 to Camden's Quarterly Report
on Form 10-Q for the quarter ended March 30, 2002 (File No. 1-12110), and incorporated by reference herein)
Item 9.     Undertakings.
(a)         
The undersigned registrant hereby undertakes as follows:
1.           
To file,  during  any  period  in  which  offers  or sales  are  being  made,  a
post-effective amendment to this registration statement:
(i)         
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)         
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii)         
To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
3
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
2.           
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3.           
To remove from  registration by means of a  post-effective  amendment any of the securities  being registered
which remain unsold at the termination of the offering.
4.           
That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5.           
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Houston, state of Texas, on the 4th day of
September, 2002.
CAMDEN PROPERTY TRUST
By:
/s/ Richard J. Campo
Richard J. Campo
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated. Each of the undersigned officers and directors of the registrant
hereby constitutes Richard J. Campo, D. Keith Oden and G. Steven Dawson, any of
whom may act, his true and lawful attorneys-in-fact with full power to sign for
him and in his name in the capacities indicated below and to file any and all
amendments to the registration statement filed herewith, making such changes in
the registration statement as the registrant deems appropriate, and generally to
do all such things in his name and behalf in his capacity as an officer and
director to enable the registrant to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission.
/s/ Richard J. Campo
Richard J. Campo
Chairman of the Board of Trust
Managers and Chief Executive
Officer (Principal Executive Officer)
September 4, 2002
/s/ D. Keith Oden
D. Keith Oden
President, Chief Operating Officer
and Trust Manager
September 4, 2002
/s/ G. Steven Dawson
G. Steven Dawson
Senior Vice President-Finance,
Chief Financial Officer and Secretary
(Principal Financial Officer)
September 4, 2002
/s/ Dennis M. Steen
Dennis M. Steen
Vice President-Controller, Chief
Accounting Officer and Treasurer
(Principal Accounting Officer)
September 4, 2002
/s/ George A. Hrdlicka
George A. Hrdlicka
Trust Manager
September 4, 2002
/s/ F. Gardner Parker
F. Gardner Parker
Trust Manager
September 4, 2002
/s/ Steven A. Webster
Steven A. Webster
Trust Manager
September 4, 2002
/s/ William R. Cooper
William R. Cooper
Trust Manager
September 4, 2002
/s/ Lewis A. Levey
Lewis A. Levey
Trust Manager
September 4, 2002
/s/ Scott S. Ingraham
Scott S. Ingraham
Trust Manager
September 4, 2002
5
EXHIBIT INDEX
Exhibit No.
3.1
3.2
4.1
5
23.1
23.2
24
99.1
Description
Amended and Restated  Declaration of Trust of Camden (filed as Exhibit 3.1 to Camden's  Annual Report on Form
10-K for the year ended December 31, 1993 (File No. 1-12110), and incorporated by reference herein)
Second Amended and Restated  Bylaws of Camden (filed as  Exhibit 3.1  to Camden's  Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 1-12110) and incorporated by reference herein)
Specimen  certificate  for Camden Common Shares (filed as Exhibit 4.1 to Camden's  Registration  Statement on
Form S-11 filed on September 15, 1993 (File No. 33-68736), and incorporated by reference herein)
Opinion of Locke Liddell & Sapp LLP
Consent of Deloitte & Touche LLP
Consent of Locke Liddell & Sapp LLP (included in their opinion filed as Exhibit 5)
Powers of Attorney (included on signature page)
2002 Share Incentive Plan of Camden Property Trust (filed as Exhibit 10.1 to Camden's Quarterly Report
on Form 10-Q for the quarter ended March 30, 2002 (File No. 1-12110), and incorporated by reference herein)
6
Exhibit 5
September 4, 2002
Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas  77046
Ladies and Gentlemen:
We have acted as counsel to Camden Property Trust, a Texas real estate investment
trust (the "Company"), in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, relating to the offer and sale of up to 5,169,079 of the Company's Common
Shares of Beneficial Interest, $0.01 par value per share (the "Common
Shares"), that may be issued pursuant to the 2002 Share Incentive Plan of
Camden Property Trust (the "Plan").
In connection with this opinion, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable in connection with this
opinion, including the Company's Declaration of Trust, the Company's
Bylaws and the Plan. In our examination we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, the
authenticity of originals of such copies and the authenticity of telegraphic or
telephonic confirmations of public officials and others. As to facts material to
our opinion, we have relied upon certificates or telegraphic or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or its representatives or officers.
Based upon the foregoing, we are of the opinion that the Common Shares that may be
issued by the Company, when issued and paid for in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By:
/s/  
Toni Weinstein
Toni Weinstein
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Camden Property Trust on Form S-8 of our reports dated January 29, 2002,
appearing in the Annual Report on Form 10-K of Camden Property Trust for the
year ended December 31, 2001.
Deloitte & Touche LLP
Houston, Texas
September 4, 2002