As filed with the Securities and Exchange Commission on July 30, 1997. 
Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                     
                              AMENDED FORM S-8

                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                             
                            CAMDEN PROPERTY TRUST
           (Exact Name of Registrant as Specified in its Charter)

             TEXAS                                       76-6088377
  (State or Other Jurisdiction                       (I.R.S. Employer 
 of Incorporation or Organization)                Identification Number)

  3200 Southwest Freeway, Suite 1500                        77027
         Houston, Texas                                   (Zip Code)
(Address of Principal Executive Officers)

            1993 SHARE INCENTIVE PLAN OF CAMDEN PROPERTY TRUST
                         (Full Title of the Plan)
                                    
                             RICHARD J. CAMPO
                          CHIEF EXECUTIVE OFFICER
                           CAMDEN PROPERTY TRUST
                          3200 SOUTHWEST FREEWAY
                                SUITE 1500
                           HOUSTON, TEXAS 77027
                  (Name and Address of Agent for Service)
                                                    
                             (713) 964-3555
      (Telephone Number, Including Area Code, of Agent for Service)
                                                       
                               Copies to:
                            BRYAN L. GOOLSBY
                              GINA E. BETTS
                       LIDDELL, SAPP, ZIVLEY, HILL
                            & LaBOON, L.L.P.
                       2200 ROSS AVENUE, SUITE 900
                          DALLAS, TEXAS  75201

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                Proposed      Proposed
                                Maximum       Maximum
                     Amount     Offering      Aggregate    Amount of   
Tile of Securities   to be      Price         Offering     Registration
to be registered (1) Registered Per Share     Price (2)    Fee (3)
-------------------  ---------- ---------  --------------  ------------
<S>                   <C>         <C>      <C>             <C>
Common Shares of 
Beneficial Interest,  1,713,234   $30.75   $52,681,945.50  $15,964.00     
par value              shares
$0.01 per share
</TABLE>

(1) Consists of Common Shares of Beneficial Interest of the Registrant 
    which are issuable pursuant to the Registrant's 1993 Share Incentive 
    Plan.  
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(o).

<PAGE>
<PAGE>
                         EXPLANATORY NOTE

     This Registration Statement on Form S-8 is filed in order to
register an additional 1,713,234  common shares of beneficial interest,
par value $.01 per share, of Camden Property Trust for issuance pursuant
to the 1993 Share Incentive Plan (the "Plan").  The contents of that
earlier Registration Statement (Registration No. 33-80230), which
registered 1,450,000 shares for issuance under the Plan and the
Agreements and was filed on June 15, 1994, are hereby incorporated by
reference.

<PAGE>
<PAGE>
                            SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and 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 this 31th day of July, 1997.


                                   CAMDEN PROPERTY TRUST


                                   /s/ Richard J. Campo
                                   -----------------------
                                   Richard J. Campo
                                   Chief Executive Officer


Each person whose signature appears below constitutes and appoints
Richard J. Campo, D. Keith Oden and G. Steven Dawson, and each of them,
his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, severally, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys- in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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. 

 Signature                     Title                         Date 

/s/ Richard J. Campo
---------------------
Richard J. Campo        Chairman of the Board              July 30, 1997
                          of Trust Managers,
                        Chief Executive Officer
                          and Trust Manager

/s/ D. Keith Oden
---------------------
D. Keith Oden           President, Chief Operating         July 30, 1997
                        Officer and Trust Manager

/s/ G. Steven Dawson
---------------------
G. Steven Dawson        Senior Vice-President - Finance,   July 30, 1997
                           Chief Financial Officer,
                          Treasurer and  Assistant
                               Secretary

/s/ William R. Cooper
---------------------
William R. Cooper             Trust Manager                July 30, 1997

/s/ George A. Hrdlicka
---------------------
George A. Hrdlicka            Trust Manager                July 30, 1997

/s/ Lewis A. Levey
---------------------
Lewis A. Levey                Trust Manager                July 30, 1997

/s/ F. Gardner Parker
---------------------
F. Gardner Parker             Trust Manager                July 30, 1997 

/s/ Steven A. Webster
---------------------
Steven A. Webster             Trust Manager                July 31, 1997

<PAGE>
<PAGE>
                              EXHIBIT INDEX


EXHIBIT NUMBER                 DESCRIPTION 
--------------        --------------------------------------  

    5.1*              Opinion of Liddell, Sapp, Zivley, Hill 
                        & LaBoon, L.L.P.

   23.1*              Consent of Liddell, Sapp, Zivley, Hill 
                        & LaBoon, L.L.P.
                        (included in Exhibit 5.1 hereto).  

   23.2*              Consent of Deloitte & Touche LLP.                   
             


* Filed herewith. 

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 7307}]
{"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": "333-32569", "film-number": "97649460"}, "business-address": {"street1": "3200 SOUTHWEST FRWY", "street2": "STE 1500", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7139643555"}, "mail-address": {"street1": "3200 SOUTHWEST FREEWAY", "street2": "SUITE 1500", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
As filed with the Securities and Exchange Commission on July 30, 1997. 
Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                     
                              AMENDED FORM S-8

                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                             
                            CAMDEN PROPERTY TRUST
           (Exact Name of Registrant as Specified in its Charter)

             TEXAS                                       76-6088377
  (State or Other Jurisdiction                       (I.R.S. Employer 
 of Incorporation or Organization)                Identification Number)

  3200 Southwest Freeway, Suite 1500                        77027
         Houston, Texas                                   (Zip Code)
(Address of Principal Executive Officers)

            1993 SHARE INCENTIVE PLAN OF CAMDEN PROPERTY TRUST
                         (Full Title of the Plan)
                                    
                             RICHARD J. CAMPO
                          CHIEF EXECUTIVE OFFICER
                           CAMDEN PROPERTY TRUST
                          3200 SOUTHWEST FREEWAY
                                SUITE 1500
                           HOUSTON, TEXAS 77027
                  (Name and Address of Agent for Service)
                                                    
                             (713) 964-3555
      (Telephone Number, Including Area Code, of Agent for Service)
                                                       
                               Copies to:
                            BRYAN L. GOOLSBY
                              GINA E. BETTS
                       LIDDELL, SAPP, ZIVLEY, HILL
                            & LaBOON, L.L.P.
                       2200 ROSS AVENUE, SUITE 900
                          DALLAS, TEXAS  75201

                      CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                Maximum       Maximum
                     Amount     Offering      Aggregate    Amount of   
Tile of Securities   to be      Price         Offering     Registration
to be registered (1) Registered Per Share     Price (2)    Fee (3)
-------------------  ---------- ---------  --------------  ------------
Common Shares of 
Beneficial Interest,  1,713,234   $30.75   $52,681,945.50  $15,964.00     
par value              shares
$0.01 per share
(1) Consists of Common Shares of Beneficial Interest of the Registrant 
    which are issuable pursuant to the Registrant's 1993 Share Incentive 
    Plan.  
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(o).
EXPLANATORY NOTE

     This Registration Statement on Form S-8 is filed in order to
register an additional 1,713,234  common shares of beneficial interest,
par value $.01 per share, of Camden Property Trust for issuance pursuant
to the 1993 Share Incentive Plan (the "Plan").  The contents of that
earlier Registration Statement (Registration No. 33-80230), which
registered 1,450,000 shares for issuance under the Plan and the
Agreements and was filed on June 15, 1994, are hereby incorporated by
reference.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and 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 this 31th day of July, 1997.

                                   CAMDEN PROPERTY TRUST

                                   /s/ Richard J. Campo
                                   -----------------------
                                   Richard J. Campo
                                   Chief Executive Officer

Each person whose signature appears below constitutes and appoints
Richard J. Campo, D. Keith Oden and G. Steven Dawson, and each of them,
his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, severally, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys- in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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. 

 Signature                     Title                         Date 

/s/ Richard J. Campo
---------------------
Richard J. Campo        Chairman of the Board              July 30, 1997
                          of Trust Managers,
                        Chief Executive Officer
                          and Trust Manager

/s/ D. Keith Oden
---------------------
D. Keith Oden           President, Chief Operating         July 30, 1997
                        Officer and Trust Manager

/s/ G. Steven Dawson
---------------------
G. Steven Dawson        Senior Vice-President - Finance,   July 30, 1997
                           Chief Financial Officer,
                          Treasurer and  Assistant
                               Secretary

/s/ William R. Cooper
---------------------
William R. Cooper             Trust Manager                July 30, 1997

/s/ George A. Hrdlicka
---------------------
George A. Hrdlicka            Trust Manager                July 30, 1997

/s/ Lewis A. Levey
---------------------
Lewis A. Levey                Trust Manager                July 30, 1997

/s/ F. Gardner Parker
---------------------
F. Gardner Parker             Trust Manager                July 30, 1997 

/s/ Steven A. Webster
---------------------
Steven A. Webster             Trust Manager                July 31, 1997
EXHIBIT INDEX

EXHIBIT NUMBER                 DESCRIPTION 
--------------        --------------------------------------  

    5.1*              Opinion of Liddell, Sapp, Zivley, Hill 
                        & LaBoon, L.L.P.

   23.1*              Consent of Liddell, Sapp, Zivley, Hill 
                        & LaBoon, L.L.P.
                        (included in Exhibit 5.1 hereto).  

   23.2*              Consent of Deloitte & Touche LLP.                   
             

* Filed herewith.