As filed with the Securities and Exchange Commission on June 8, 2001.
                                                        Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    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)


       3 GREENWAY PLAZA                                  77046
          SUITE 1200                                  (Zip Code)
        HOUSTON, TEXAS
     (Address of Principal
      Executive Officers)


         CAMDEN PROPERTY TRUST 1999 EMPLOYEE SHARE PURCHASE PLAN
                        (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

<TABLE>
<CAPTION>

Title of Securities to be       Amount to be       Proposed           Proposed           Amount of
       registered                Registered        Maximum             Maximum          Registration
                                                Offering Price        Aggregate            Fee (3)
                                                Offering Price   Offering Price (2)
                                                Per Share(1)(2)
---------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>              <C>                    <C>
    Common Shares of
Beneficial Interest, par          500,000          $34.52           $17,260,000            $4,315
  value $0.01 per share

</TABLE>

(1)  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.
(2)  Estimated solely for the purpose of determining the registration fee.
(3)  Calculated pursuant to Section 6(b) of the Securities Act.

<PAGE>  1


                       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)  Camden Property Trust's ("Camden")  Annual Report on Form 10-K for the
          fiscal year ended December 31, 2000;

     (b)  Camden's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
          March 30, 2001;

     (c)  Camden's  Current  Report on Form 8-K  filed  with the  Commission  on
          February 12, 2001; and

     (d)  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

<PAGE>  2

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  expenses actually incurred if it is determined that the person:  (i)
conducted himself in good faith,  (ii) reasonably  believed that, in the case of

<PAGE>  3

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.     Description
3.1             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)
3.2             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)
4.1             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)
5               Opinion of Locke Liddell & Sapp LLP
23.1            Consent of Deloitte & Touche LLP
23.2            Consent of  Locke Liddell &  Sapp LLP (included in their opinion
                filed as Exhibit 5)
24              Powers of Attorney (included on signature page)
99.1            Camden Property  Trust 1999 Employee  Share Purchase Plan (filed
                as Exhibit 10.19 to Camden's Annual Report on Form 10-K  for the
                year   ended   December  31,  1999   (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

<PAGE>  4

          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

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.

<PAGE>  5


                                   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 8th day of June, 2001.

                                        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         Chairman of the Board of Trust     June 8, 2001
--------------------------      Managers and Chief Executive
     Richard J. Campo           Officer (Principal Executive
                                Officer)

   /s/ D. Keith Oden            President, Chief Operating         June 8, 2001
--------------------------      Officer and Trust Manager
     D. Keith Oden

   /s/ G. Steven Dawson         Senior Vice President-Finance,     June 8, 2001
--------------------------      Chief Financial Officer and
     G. Steven Dawson           Secretary (Principal
                                Financial Officer)

   /s/ Dennis M. Steen          Vice President-Controller,         June 8, 2001
--------------------------      Chief Accounting Officer
     Dennis M. Steen            and Treasurer (Principal
                                Accounting Officer)

  /s/ George A. Hrdlicka        Trust Manager                      June 8, 2001
--------------------------
     George A. Hrdlicka

  /s/ F. Gardner Parker         Trust Manager                      June 8, 2001
--------------------------
     F. Gardner Parker

  /s/ Steven A. Webster         Trust Manager                      June 8, 2001
--------------------------
      Steven A. Webster

  /s/ William R. Cooper         Trust Manager                      June 8, 2001
--------------------------
     William R. Cooper

  /s/ Lewis A. Levey            Trust Manager                      June 8, 2001
--------------------------
     Lewis A. Levey

  /s/ Scott S. Ingraham         Trust Manager                      June 8, 2001
--------------------------
     Scott S. Ingraham

<PAGE>  6

                          EXHIBIT INDEX

Exhibit No.     Description
3.1             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)
3.2             Second Amended and  Restated Bylaws of Camden (filed  as Exhibit
                3.3 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)
4.1             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)
5               Opinion of Locke Liddell & Sapp LLP
23.1            Consent of Deloitte & Touche LLP
23.2            Consent of  Locke Liddell & Sapp LLP (included  in their opinion
                filed as Exhibit 5)
24              Powers of Attorney (included on signature page)
99.1            Camden Property Trust  1999 Employee Share Purchase  Plan (filed
                as Exhibit 10.19 to  Camden's Annual Report on Form 10-K for the
                year  ended   December  31,   1999  (File   No.   1-12110),  and
                incorporated by reference herein)


<PAGE>  7


                                                                       Exhibit 5


                           June 8, 2001


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 500,000 of the Company's Common
Shares of Beneficial Interest,  $0.01 par value per share (the "Common Shares"),
that may be issued  pursuant  to  Camden  Property  Trust  1999  Employee  Share
Purchase Plan (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


<PAGE>  8


                                                                    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  February 7, 2001,
appearing  in the Annual  Report on Form 10-K of Camden  Property  Trust for the
year ended December 31, 2000.


Deloitte & Touche LLP

Houston, Texas
June 8, 2001
[{"type": "S-8", "sequence": "1", "filename": "form-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26796}]
{"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": "333-62570", "film-number": "1656572"}, "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 June 8, 2001.
                                                        Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    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)

       3 GREENWAY PLAZA                                  77046
          SUITE 1200                                  (Zip Code)
        HOUSTON, TEXAS
     (Address of Principal
      Executive Officers)

         CAMDEN PROPERTY TRUST 1999 EMPLOYEE SHARE PURCHASE PLAN
                        (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 Securities to be       Amount to be       Proposed           Proposed           Amount of
       registered                Registered        Maximum             Maximum          Registration
                                                Offering Price        Aggregate            Fee (3)
                                                Offering Price   Offering Price (2)
                                                Per Share(1)(2)
---------------------------------------------------------------------------------------------------------
Common Shares of
Beneficial Interest, par          500,000          $34.52           $17,260,000            $4,315
  value $0.01 per share
(1)  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.
(2)  Estimated solely for the purpose of determining the registration fee.
(3)  Calculated pursuant to Section 6(b) of the Securities Act.
1

                       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)  Camden Property Trust's ("Camden")  Annual Report on Form 10-K for the
          fiscal year ended December 31, 2000;

     (b)  Camden's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
          March 30, 2001;

     (c)  Camden's  Current  Report on Form 8-K  filed  with the  Commission  on
          February 12, 2001; and

     (d)  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
2

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  expenses actually incurred if it is determined that the person:  (i)
conducted himself in good faith,  (ii) reasonably  believed that, in the case of
3

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.     Description
3.1             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)
3.2             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)
4.1             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)
5               Opinion of Locke Liddell & Sapp LLP
23.1            Consent of Deloitte & Touche LLP
23.2            Consent of  Locke Liddell &  Sapp LLP (included in their opinion
                filed as Exhibit 5)
24              Powers of Attorney (included on signature page)
99.1            Camden Property  Trust 1999 Employee  Share Purchase Plan (filed
                as Exhibit 10.19 to Camden's Annual Report on Form 10-K  for the
                year   ended   December  31,  1999   (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
4

          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

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.
5

                                   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 8th day of June, 2001.

                                        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         Chairman of the Board of Trust     June 8, 2001
--------------------------      Managers and Chief Executive
     Richard J. Campo           Officer (Principal Executive
                                Officer)

   /s/ D. Keith Oden            President, Chief Operating         June 8, 2001
--------------------------      Officer and Trust Manager
     D. Keith Oden

   /s/ G. Steven Dawson         Senior Vice President-Finance,     June 8, 2001
--------------------------      Chief Financial Officer and
     G. Steven Dawson           Secretary (Principal
                                Financial Officer)

   /s/ Dennis M. Steen          Vice President-Controller,         June 8, 2001
--------------------------      Chief Accounting Officer
     Dennis M. Steen            and Treasurer (Principal
                                Accounting Officer)

  /s/ George A. Hrdlicka        Trust Manager                      June 8, 2001
--------------------------
     George A. Hrdlicka

  /s/ F. Gardner Parker         Trust Manager                      June 8, 2001
--------------------------
     F. Gardner Parker

  /s/ Steven A. Webster         Trust Manager                      June 8, 2001
--------------------------
      Steven A. Webster

  /s/ William R. Cooper         Trust Manager                      June 8, 2001
--------------------------
     William R. Cooper

  /s/ Lewis A. Levey            Trust Manager                      June 8, 2001
--------------------------
     Lewis A. Levey

  /s/ Scott S. Ingraham         Trust Manager                      June 8, 2001
--------------------------
     Scott S. Ingraham
6

                          EXHIBIT INDEX

Exhibit No.     Description
3.1             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)
3.2             Second Amended and  Restated Bylaws of Camden (filed  as Exhibit
                3.3 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)
4.1             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)
5               Opinion of Locke Liddell & Sapp LLP
23.1            Consent of Deloitte & Touche LLP
23.2            Consent of  Locke Liddell & Sapp LLP (included  in their opinion
                filed as Exhibit 5)
24              Powers of Attorney (included on signature page)
99.1            Camden Property Trust  1999 Employee Share Purchase  Plan (filed
                as Exhibit 10.19 to  Camden's Annual Report on Form 10-K for the
                year  ended   December  31,   1999  (File   No.   1-12110),  and
                incorporated by reference herein)
7

                                                                       Exhibit 5

                           June 8, 2001

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 500,000 of the Company's Common
Shares of Beneficial Interest,  $0.01 par value per share (the "Common Shares"),
that may be issued  pursuant  to  Camden  Property  Trust  1999  Employee  Share
Purchase Plan (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
8

                                                                    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  February 7, 2001,
appearing  in the Annual  Report on Form 10-K of Camden  Property  Trust for the
year ended December 31, 2000.

Deloitte & Touche LLP

Houston, Texas
June 8, 2001