1
As filed with the Securities and Exchange Commission
on April 22,May 30, 1997.
Registration No. 333-

=================================================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________

CAMDEN PROPERTY TRUST
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)

TEXASIts Charter)

Texas 76-6088377
(State or other jurisdictionOther Jurisdiction (I.R.S. Employer
of incorporationIncorporation or organization)Organization) Identification No.)

3200 SOUTHWEST FREEWAY, SUITESouthwest Freeway, Suite 1500
HOUSTON, TEXASHouston, Texas 77027
(713) 964-3555
(Address, including zip code,Including Zip Code, and telephone number, including area code,Telephone Number, Including
Area Code, of registrant's principal executive offices)

--------------

RICHARDRegistrant's Principal Executive Offices)
________________
Richard J. CAMPO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CAMDEN PROPERTY TRUSTCampo
Chairman and Chief Executive Officer
Camden Property Trust
3200 SOUTHWEST FREEWAY, SUITESouthwest Freeway, Suite 1500
HOUSTON, TEXASHouston, Texas 77027
(713) 964-3555

(Name, address, including zip code,Address, Including Zip Code, and telephone number, including area code,Telephone Number,
Including Area Code, of agent for service)

--------------Agent For Service)
________________
Copies to:

Bryan L. Goolsby
Robert A. Kuhns
Liddell, Sapp, Zivley, Hill &
LaBoon, L.L.P.
2200 Ross Avenue, Suite 900
Dallas, Texas 75201
(214) 220-4800
FAX: (214) 220-4899
--------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:________________

Approximate date of commencement of proposed sale to the
public: From time to time after this Registration Statement
becomes effective.
If the only securities being registered on this form are
being offered pursuant to divided or interest reinvestment plans,
please check the following box. [ ]|_|
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [x]|X|
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]|_|
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. [ ]|_|
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]|_|

=================================================================
CALCULATION OF REGISTRATION FEE

=========================================================================================================================
Title of Each Class of Proposed Maximum
Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Registered Registered Price Per Share(1) Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------

2
(Footnotes from previous page)

(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) on the basis of the
average of the high and low price of the Common Shares on the
New York Stock Exchange on April
18,May 27, 1997.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF________________

The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), MAY DETERMINE.may determine.

3
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 22,MAY 30, 1997

2,352,161 SHARES

CAMDEN PROPERTY TRUST

COMMON SHARES OF BENEFICIAL INTEREST
(PAR VALUE380,800 Shares

Camden Property Trust
Common Shares of Beneficial Interest
(Par Value $.01 PER SHARE)Per Share)

This Prospectus relates to the offer and sale from time to
time of up to 2,352,161380,800 common shares (the "Redemption Shares") of
beneficial interest, par value $.01 per share ("Common Shares"),
of Camden Property Trust (the "Company") by certain holders
thereof, or by pledgees, donees, transferees or other successors
in interest thereto (the "Selling Shareholders"). The Redemption
Shares referred to in this Prospectus are the Common Shares
acquired by the Selling Shareholders in exchange for their shares
of common stock of Paragon Group, Inc., a Maryland corporation
("Paragon"), pursuant to an Agreement and Plan of Merger dated
December 16, 1996, between the Company and Paragon. The Selling
Shareholders also currently own 2,352,161571,278 units of limited
partnership interest ("Units") in Camden Operating, L.P. (the
"Operating Partnership"), a Delaware limited partnership which
the Company controls through its ownership of the sole general
partner thereof and in which the Company owns a controlling
limited partnership interest through another subsidiary. The
Redemption Shares
referred to in this Prospectus are the Common Shares that the Selling Shareholders may acquire upon
presentation by the Selling Shareholders of the Units to the Operating Partnership for
redemption, all in accordance with the terms of the Operating
Partnership's agreement of limited partnership, as amended.amended, have
been registered separately. The Company is registering the
Redemption Shares pursuant to the Company's obligations under a
registration rights agreement, but the registration of the
Redemption Shares does not necessarily mean that any of the
Redemption Shares will be offered or sold by the Selling
Shareholders hereunder.

The Common Shares are listed on the New York Stock Exchange
(the "NYSE") under the symbol "CPT." To ensure that the Company
maintains its qualification as a real estate investment trust (a
"REIT") under the Internal Revenue Code of 1986, as amended (the
"Code"), ownership by any person is limited to 9.8% of the number
of outstanding Common Shares, with certain exceptions. See
"Description of Securities to be Registered -- Restrictions on
Ownership."

SEE "RISK FACTORS" ON PAGE 5 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE COMMON SHARES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The Selling Shareholders from time to time may offer and
sell any Redemption Shares that may be acquired by them directly or through agents or broker-dealersbroker-
dealers on terms to be determined at the time of sale. To the
extent required, the names of any agent or broker-dealer and
applicable commissions or discounts and any other required
information with respect to any particular offer will be set
forth in an accompanying Prospectus Supplement. See "Plan of
Distribution." The Selling Shareholders reserve the right to
accept or reject, in whole or in part, any proposed purchase of
the Redemption Shares to be made directly or through agents.

The Selling Shareholders and any agents or broker-dealers
that participate with the Selling Shareholders in the
distribution of the Redemption Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received
by them and any profit on the resale of the Redemption Shares may
be deemed to be underwriting commissions or discounts under the
Securities Act. See "Registration Rights" for a description of
certain indemnification arrangements between the Company and the
Selling Shareholders.

The Company will not receive any proceeds from the sale of
the Redemption Shares by the Selling Shareholders but has agreed
to bear certain expenses of registration of such shares under
federal and state securities laws.

The date of this Prospectus is __________, 1997

4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
NOR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

5
AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form
S-3 under the Securities Act and the rules and regulations
promulgated thereunder with respect to the securities offered
pursuant to this Prospectus. This Prospectus, which is part of
the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information with
respect to the Company and the securities, reference is made to
the Registration Statement and such exhibits and schedules.
Statements contained in this Prospectus as to the contents of any
contract or other document which is filed as an exhibit to the
Registration Statement are not necessarily complete, and each
such statement is qualified in its entirety by reference to the
full text of such contract or document.

The Company is subject to the information requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy and
information statements and other information with the Commission.
Such reports, proxy and information statements and other
information and the Registration Statement and exhibits and
schedules thereto filed by the Company with the Commission can be
inspected and copied at the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, New York,
New York 10048 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Commission also maintains a
Web site at (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information
can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the
Commission (File No. 1-12110) are incorporated by reference
herein and shall be deemed to be a part hereof:

(a) Annual Report on Form 10-K for the year ended December
31, 1996;
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) Current Report on Form 8-K dated March 20, 1997, filed
with the Commission on March 21, 1997, Current Report
on Form 8-K dated April 15, 1997, filed with the
Commission on April 30, 1997, and Current Report on
Form 8-K dated May 9, 1997, filed with the Commission
on May 21, 1997; and
(c)(d) The description of the Common Shares contained in the
Company's Registration Statement on Form 8-A (File No.
1-12110).

All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document
incorporated by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
incorporated document or in an accompanying prospectus
supplement, if any, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.

UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A
PROSPECTUS IS DELIVERED, INCLUDING ANY BENEFICIAL OWNER, THE
COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF THE DOCUMENTS
WHICH HAVE BEEN INCORPORATED BY REFERENCE (OTHER THAN EXHIBITS
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
IN ANY SUCH DOCUMENT) IN THIS PROSPECTUS. REQUESTS FOR SUCH
DOCUMENTS SHOULD BE DIRECTED TO G. STEVEN DAWSON, SR. VICE
PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER, CAMDEN PROPERTY
TRUST, 3200 SOUTHWEST FREEWAY, SUITE 1500, HOUSTON, TEXAS 77027,
TELEPHONE NUMBER (713) 964- 3555.

- 2 -

6964-3555.

-2-

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the
more detailed information included elsewhere in this Prospectus
or incorporated herein or therein by reference. Unless the
context otherwise requires, all references in this Prospectus to
the "Company" shall mean Camden Property Trust and its
subsidiaries on a consolidated basis (including Camden Operating,
L.P.) or, where the context so requires, Camden Property Trust
only, and, as the context may require, their predecessors.

This Prospectus, including incorporated documents, contains
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. The
Company's actual results could differ materially from those set
forth in the forward-looking statements. Certain factors that
might cause such a difference are discussed in the section
entitled "Risk Factors" on page 5 of this Prospectus.

THE COMPANY

Camden Property Trust is a self-administered and
self-managed REIT formed pursuant to the Texas Real Estate
Investment Trust Act, as amended (the "Texas REIT Act"). As of
DecemberMarch 31, 1996,1997, the Company owned and operated 4850 multifamily
properties (the "Operating Properties") containing 17,61118,279 units
located in Houston, Dallas/Fort Worth, Austin, Corpus Christi, El
Paso, Phoenix and Tucson. The Operating Properties had a weighted average occupancy rate of
94.0% for the year ended December 31, 1996. The Company also had fivethree multifamily
properties under development in Houston Dallas and PhoenixDallas (the
"Development Properties") which will, when completed, add 1,7781,110
units to its portfolio, and has one site in Denver which it
intends to develop.

On December 16, 1996, the Company entered into an Agreement
and Plan of Merger with Paragon Group, Inc., a Maryland
corporation ("Paragon"), which was approved by the shareholders
of both entities on April 15, 1997. Pursuant to the Agreement
and Plan of Merger, Paragon merged with and into a wholly-owned
subsidiary of the Company and each share of common stock, par
value $.01 per share, of Paragon was converted into the right to
receive 0.64 common shares of the Company (the "Merger"). The
Company issued 9,466,346 shares in exchange for the outstanding
shares of Paragon common stock.

Paragon was a fully integrated REIT headquartered in Dallas,
Texas whose business was the operation, development and
acquisition of multifamily residential communities in the
Southwest, Midwest, North Carolina and Florida. Paragon was a
self-administered and self-managed REIT that, as of December 31,
1996,April 15,
1997, owned (either directly or through interests in other
entities) interests in 57 multifamily residential communities
totalling 15,954totaling 15,975 apartment units (the "Paragon Residential
Properties") located in six states, with three additional
multifamily communities, totaling 856 residential units, under construction.states. Paragon also had indirect
minority ownership interests in three commercial properties,
including a 20% interest in a 401,625 square foot office
building. As of December 31, 1996,April 15, 1997, Paragon, through Paragon
Residential Services, Inc., managed 7772 multifamily residential
communities (including the Paragon Residential Properties)
located across the United States, containing approximately 21,69620,474
apartment units. Subsequent to December 31, 1996 and
prior to consummation of the Merger, three of Paragon's properties containing
835 units were sold and all three of Paragon's construction properties were
substantially complete and in lease-up, resulting in 15,975 units in its
portfolio at the date of the Merger.

Following the Merger on April 15, 1997, the Company had an
interest in a multifamily property portfolio which totalled
35,364 units as of Aprilin 110 properties and managed an additional 4,499
units in 15 1997.properties for third parties and Paragon affiliates.
The Company is vertically integrated, with operations that
encompass multifamily property acquisition, development,
construction services, management, marketing, finance, leasing,
brokerage and asset management. Camden's principal executive
offices are located at 3200 Southwest Freeway, Suite 1500,
Houston, Texas 77027, and its telephone number is (713)
964-3555.

- 3 -

7-3-

RISK FACTORS

An investment in Common Shares involves various risks, and
prospective investors should carefully consider the matters
discussed under "Risk Factors" prior to any investment in the
Company.

TAX STATUS OF THE COMPANY

The Company intends at all times to operate so as to qualify
as a REIT under the Code. If and as long as the Company
qualifies for taxation as a REIT, the Company generally will not
be subject to federal income tax on that portion of its ordinary
income and capital gains that is currently distributed to its
shareholders. REITs are subject to a number of highly technical
and complex organizational and operational requirements.
Although the Company believes it has operated, and intends to
continue to operate, in such a manner as to qualify as a REIT
under the Code, no assurance can be given that the Company has
qualified and will at all times so qualify. If the Company fails
to qualify as a REIT in any taxable year, the Company will be
subject to federal income tax (including any applicable
alternative minimum tax) on its taxable income at regular
corporate rates. Even if the Company qualifies for taxation as a
REIT, the Company may be subject to certain state and local taxes
on its income and property and to federal income and excise taxes
on its undistributed income. See "Federal Income Tax
Considerations."

SECURITIES TO BE OFFERED

This Prospectus relates to the possible offer and sale from
time to time of 2,352,161380,800 Redemption Shares by the Selling
Shareholders. The Redemption Shares are Common Shares that may be issued towere
acquired by the Selling Shareholders in exchange for Unitsshares of
limited partnership of the Operating
Partnership that the Selling Shareholders acquired priorParagon common stock pursuant to the merger of
Paragon with and into a wholly-owned subsidiary of the Company.Merger. The Company is
registering the Redemption Shares for sale by the Selling
Shareholders of the Redemption Shares pursuant to its obligations under a registration
rights agreement. The Company will not receive any proceeds from
the sale of any Redemption Shares.

- 4 -

8-4-

RISK FACTORS

An investment in Common Shares involves various risks.
Prospective investors should carefully consider the following
information in conjunction with the other information contained
or incorporated by reference in this Prospectus Summary and the
attached Prospectus before making a decision to purchase Common
Shares.

POSSIBLE ADVERSE IMPACT OF MARKET CONDITIONS ON MARKET PRICEPossible Adverse Impact of Market Conditions on Market Price

The market value of the Common Shares could be substantially
affected by general market conditions, including changes in
interest rates, government regulatory action and changes in tax
laws. An increase in market interest rates may lead purchasers
of the Common Shares to demand a higher annual yield on the price
paid for shares from distributions by the Company, which would
adversely affect the market price of the Common Shares. REAL ESTATE INVESTMENT RISKS

GENERAL.Real
Estate Investment Risks

General. Real property investments are subject to varying
degrees of risk. The yields from equity investments in real
estate depend on the amount of income generated and expenses
incurred. If the Company's properties do not generate income
sufficient to meet operating expenses, debt service and capital
expenditures, the Company's ability to make distributions to its
shareholders will be adversely affected. Income from properties
may be adversely affected by the general economic climate, local
conditions such as oversupply of apartments or a reduction in
demand for apartments in the area, the attractiveness of the
properties to residents, competition from other available
apartments, inability to collect rent from residents, changes in
market rental rates, the need to periodically repair, renovate
and relet space, and the ability of the owner to pay for adequate
maintenance and insurance and increased operating costs
(including real estate taxes). The Company's income also would be
adversely affected if a significant number of residents were
unable to pay rent or apartments could not be rented on favorable
terms. Certain significant expenditures associated with each
equity investment (such as mortgage payments, if any, real estate
taxes and maintenance costs) are generally not reduced when
circumstances cause a reduction in income from the investment. If
a property is mortgaged to secure payment of indebtedness, and if
the Company is unable to meet its mortgage payments, a loss could
be sustained as a result of foreclosure on the mortgage. In
addition, income from properties and real estate values also are
affected by such factors as applicable laws, including tax laws,
interest rate levels and the availability of financing.

The Company, in the normal courseIlliquidity of its business, is continually
evaluating a number of potential acquisitions and entering into non-binding
letters of intent and may at any time or from time to time enter into contracts
to acquire and may acquire additional properties. No assurance can be given,
however, that the Company will have the opportunity to continue to make
suitable property acquisitions on terms favorable to the Company.

ILLIQUIDITY OF REAL ESTATE.Real Estate. Real estate investments are
relatively illiquid and, therefore, will tend to limit the
ability of the Company to vary its portfolio promptly in response
to changes in economic or other conditions. In addition, the Code
places limits on the Company's ability to sell properties held
for fewer than four years, which may affect the Company's ability
to sell properties without adversely affecting returns to
shareholders.

DEPENDENCE ON GEOGRAPHICAL REGIONS.Dependence on Geographical Regions. The developed
properties in the Company's current portfolio are located in the
Southwestern and Southeastern regions of the United States, as
well as in the Midwest region of the United States, and consists
of multifamily properties. A decline in the economic conditions
in those regions and in the market for apartments therein may
have an adverse impact on the performance of the portfolio of the
Company.

ACQUISITION RISKS.Merger Risks. As a result of the Merger, the Company
has increased its interest in a portfolio of apartment units from
17,61118,279 units at DecemberMarch 31, 19961997 to 35,364 units at April 15, 1997.
Several of the properties acquired by the Company from Paragon
are in markets where the Company has not historically managed
properties. Due primarily to the number and relative geographic
diversity of its properties after the Merger, the Company may not
have adequate management or other personnel or adequate systems
or other resources to manage its portfolio or its properties to
the same level of efficiency after the Merger, which could
adversely affect operations and result in less cash available for
distributions to shareholders. Additionally, one of the
anticipated benefits of the Merger is the elimination of
redundant activities in the combined - 5 -

9
organization and the
resulting savings in costs and expenses. An inability to achieve
these savings could adversely affect the operating results and
financial performance of the Company.

DEVELOPMENT RISKS. As a result of the Merger, the Company obtained
ownership of Paragon's development properties.-5-

Development and Acquisition Risks. The Company will beis subject
to the risks of real estate development with respect to such developmentits
properties includingcurrently under development. These risks ofinclude lack
of financing, construction delays, budget overruns and lease-up.
The Company will be subject to similar risks in connection with
any future development of other properties.

BORROWING RISKS

NO LIMITATION ON DEBT AND INCREASED INDEBTEDNESS.The Company, in the normal course of its business, is
continually evaluating a number of potential acquisitions and
entering into non-binding letters of intent and may at any time
or from time to time enter into contracts to acquire and may
acquire additional properties. No assurance can be given,
however, that the Company will have the opportunity to continue
to make suitable property acquisitions on terms favorable to the
Company.

Borrowing Risks

No Limitation on Debt and Increased Indebtedness. The
Company intends to adhere to a policy of maintaining a
debt-to-total-market-capitalization ratio of less than 50%.
However, the organizational documents of the Company do not limit
the amount or percentage of indebtedness that it may incur.
Therefore, the Camden Board of Trust Managers (the "Camden
Board") may change this policy without shareholder approval.
Accordingly, the Company could become more leveraged, resulting
in an increased risk of default on its obligations and in an
increase in its debt service requirements, both of which could
adversely affect the financial condition of the Company.

The Company has maintained on a quarterly basis a financial
structure with no more than 40% total debt to total market
capitalization since July 1993. Any increase in the Company's
total debt to total market capitalization as a result of the
Company's assumption of Paragon's debt pursuant to the Merger may
have an adverse affect on the ability of the Company to meet its
current obligations. Additionally, an increase in the Company's
total debt to total market capitalization may adversely affect
the Company's ability to access debt as well as equity capital
markets in the future due to the resulting decreased ability to
service debt.

DEBT FINANCING AND EXISTING DEBT MATURITIES.Debt Financing and Existing Debt Maturities. The Company is
subject to the risks normally associated with debt financing,
including the risk that the Company's funds from operations might
be insufficient to meet required payments of principal and
interest, the risk that existing indebtedness on its properties
(which in all cases will not have been fully amortized at
maturity) might not be able to be refinanced or that the terms of
such refinancing might not be as favorable as the terms of the
existing indebtedness.

LIMITED CONTROL WITH RESPECT TO CERTAIN PROPERTIESLimited Control with Respect to Certain Properties

With respect to certain of the properties acquired from
Paragon, Paragon had invested through a joint venture,
partnership or limited liability company in which Paragon owned
less than a 100% interest and was subject to certain consent
rights of the partners with respect to major decisions affecting
such properties. Although the Operating Partnership has control
of major decisions relating to most of these partially owned
properties, it has certain fiduciary responsibilities to the
other partners in those partnerships that it will need to
consider when making decisions that affect those properties.

The foregoing may result in decisions with respect to such
properties that do not fully reflect the interest of the Company
and its shareholders at such time, and may include decisions
relating to the standards that the Company is required to satisfy
in order to maintain its status as a REIT for tax purposes.
Further, the Company acquired interests in some properties which
the Company may be contractually restricted from selling without
the consent of certain unrelated parties.

UNINSURED AND UNDERINSURED LOSSES COULD RESULT IN LOSS OF VALUE OF PROPERTYUninsured and Underinsured Losses Could Result in Loss of Value
of Property

The Company carries comprehensive liability, fire, flood,
extended coverage and rental loss insurance with respect to its
properties and its management believes such coverage is of the
type and amount customarily obtained for or by an owner of real
property assets. Similar coverage will be obtained for properties
acquired in the future. However, there are certain types of
losses, generally of a catastrophic nature, such as losses from
floods or earthquakes, that may be uninsurable or not
economically insurable. The Camden Board exercises its
discretion in determining amounts, coverage limits and
deductibility provisions of insurance, with a view to maintaining
appropriate insurance on the Company's investments at a
reasonable cost and on suitable terms. This may result in
insurance coverage that in the event of a substantial loss would
not be sufficient to pay the full current market value or current
replacement cost of the Company's lost investment. Inflation,

- 6 -

10-6-

changes in building codes and ordinances, environmental
considerations and other factors also might make it infeasible to
use insurance proceeds to replace the property after such
property has been damaged or destroyed.

POSSIBLE ENVIRONMENTAL LIABILITIESPossible Environmental Liabilities

Under various federal, state and local laws, ordinances and
regulations, an owner of real estate is liable for the costs of
removal or remediation of certain hazardous or toxic substances
on or in such property. Such laws often impose such liability
without regard to whether the owner knew of, or was responsible
for, the presence of such hazardous or toxic substances. The
presence of such substances, or the failure to properly remediate
such substances, may adversely affect the owner's ability to sell
or rent such property or to borrow using such property as
collateral. All of the properties of the Company have been
subjected to Phase I or similar environmental audits (which
involve inspection without soil sampling or ground water
analysis) by independent environmental consultants. None of the
environmental audit reports have revealed any significant
environmental liability, nor is the Company aware of any
environmental liability with respect to its properties that the
Company's management believes could have a material adverse
effect on the Company's business, assets or results of
operations. No assurance can be given that existing
environmental studies with respect to such properties reveal all
environmental liabilities or that any prior owner of any such
property did not create any material environmental condition not
known to the Company.

COSTS OF COMPLIANCE WITH FAIR HOUSING AMENDMENTS ACT AND SIMILAR LAWSCosts of Compliance with Fair Housing Amendments Act and Similar
Laws

A number of federal, state and local laws exist which may
require modifications to the properties owned by the Company or
restrict certain further renovations thereof, with respect to
access thereto by disabled persons. The Fair Housing Amendments
Act (the "FHA") imposes certain requirements related to access by
physically handicapped persons on multifamily properties first
occupied after March 13, 1991 or for which construction permits
were obtained after June 15, 1990. Noncompliance with the FHA
could result in the imposition of fines or the award of damages
to private litigants. The Company believes that its properties
that are subject to the FHA are in compliance with such law.

The Americans with Disabilities Act of 1990 (the "ADA")
requires public accommodations to meet certain federal
requirements related to access and use by disabled persons. These
requirements became effective in 1992. Compliance with the ADA
could require removal of structural barriers to handicapped
access in certain public areas of properties owned by the Company
where such removal is readily achievable. The ADA does not,
however, consider residential properties, such as multifamily
properties, to be public accommodations or commercial facilities,
except to the extent portions of such facilities are open to the
public. Failure to comply with the ADA could result in an
imposition of fines or the award of damages to private litigants.
If required changes involve greater expenditures than the Company
currently anticipates, or if the changes must be made on a more
accelerated basis than it anticipates, the Company's ability to
make expected distributions could be adversely affected. The
Company believes that its competitors face similar costs in
complying with the requirements of the ADA.

Additional and future legislation may impose other burdens
or restrictions on owners with respect to access by disabled
persons. The ultimate costs of complying with the FHA, ADA and
other similar legislation are not currently ascertainable and,
while such costs are not expected to have a material effect on
the Company, such costs could be substantial. Limitations or
restrictions on the completion of certain renovations may limit
application of the Company's investment strategy in certain
instances or reduce overall returns on the Company's investments.

ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS AAdverse Consequences of Failure to Qualify as a REIT

The Company believes that it has operated so as to qualify
as a REIT under the Code since its formation. Although management
of the Company believes that the Company is organized and is
operating in such a manner, no assurance can be given that the
Company will be able to continue to operate in a manner so as to
qualify or remain so qualified. Qualification as a REIT involves
the application of highly technical and complex Code provisions
for which there are only limited judicial or administrative
interpretations and the determination of various factual matters
and circumstances not entirely within the Company's control. For
example, in order to qualify as a REIT, at least 95% of the
Company's gross income in any year must be derived from
qualifying sources and the Company must make distributions to
shareholders aggregating annually at least 95% of its REIT
taxable income (excluding net capital gains). In addition, no
assurance can - 7 -

11
be given that new legislation, regulations,

-7-

administrative interpretations or court decisions will not change
the tax laws with respect to qualification as a REIT or the
federal income tax consequences of such qualification. The
Company, however, is not aware of any currently pending tax
legislation that would adversely affect its ability to continue
to qualify as a REIT.

For any taxable year that the Company fails to qualify as a
REIT, the Company will be subject to federal income tax
(including any applicable alternative minimum tax) on its taxable
income at corporate rates. In addition, unless entitled to relief
under certain statutory provisions, the Company also will be
disqualified from treatment as a REIT for the four taxable years
following the year during which qualification is lost. This
treatment would reduce the net earnings of the Company available
for investment or distribution to shareholders because of the
additional tax liability to the Company for the year or years
involved. In addition, distributions no longer would be required
to be made. To the extent that distributions to shareholders
would have been made in anticipation of the Company's qualifying
as a REIT, the Company might be required to borrow funds or to
liquidate certain of its investments to pay the applicable tax.
See "Federal Income Tax Considerations."

OWNERSHIP LIMITSOwnership Limits

In order to maintain the Company's qualification as a REIT,
not more than 50% in value of its outstanding shares may be
owned, directly or indirectly, by five or fewer individuals (as
defined in the Code to include certain entities). To minimize the
possibility that the Company will fail to qualify as a REIT under
this test, the Company's Amended and Restated Declaration of
Trust (the "Declaration of Trust") authorizes the Camden Board to
take such action as may be required to preserve its qualification
as a REIT. Moreover, the Declaration of Trust, subject to
certain exceptions, provides that no holder may own, or be deemed
to own, more than 9.8% of the total outstanding Shares (as
defined in the Declaration of Trust) of the Company.

These ownership limits, as well as the ability of the
Company to issue other classes of equity securities, may delay,
defer or prevent a change in control of the Company and may also
deter tender offers for the Common Shares, which offers may be
attractive to the shareholders, or limit the opportunity of
shareholders to receive a premium for their Common Shares that
might otherwise exist if an investor were attempting to effect a
change in control of the Company.

CONSEQUENCES OF FAILURE TO QUALIFY THE OPERATING PARTNERSHIP AS A PARTNERSHIPConsequences of Failure to Qualify the Operating Partnership as a
Partnership

If the Internal Revenue Service (the "IRS") were to
challenge successfully the tax status of the Operating
Partnership as a partnership for federal income tax purposes, the
Operating Partnership would be taxable as a corporation. In such
event, since the value of the Company's ownership interest in the
Operating Partnership could exceed 5% of the value of its assets,
the Company could cease to qualify as a REIT. The same
consequence could follow from a determination that the Company
owned more than 10% of the voting stock of the Operating
Partnership when treated as a corporation. In addition, the
imposition of a corporate tax on the Operating Partnership would
likely reduce the cash available for distribution to
shareholders. See "Federal Income Tax Considerations."

COMPETITIONCompetition

All of the properties of the Company are located in
developed areas. There are numerous other multifamily properties
and real estate companies within the market area of each such
property which compete with the Company for residents and
development and acquisition opportunities, some of whom may have
greater resources than the Company. The number of competitive
multifamily properties and real estate companies in such areas
could have a material effect on the Company's ability to rent its
apartments, its ability to raise or maintain the rents charged
and its development and acquisition opportunities.

CHANGES IN POLICIESChanges in Policies

The major policies of the Company, including its policies
with respect to acquisitions, financings, growth, operations,
development, debt capitalization and distributions, are
determined by the Camden Board. The Camden Board may from time to
time amend or revise these and other policies without a vote of
the shareholders of the Company. Accordingly, shareholders will
have no control over changes in these and similar policies of the
Company, and changes in the Company's policies may not fully
serve the interest of all shareholders.

- 8 -

12-8-

THE COMPANY

Camden Property Trust is a self-administered and
self-managed REIT formed pursuant to the Texas REIT Act. Unless
the context otherwise requires, all references herein to the
"Company" shall mean Camden Property Trust and its subsidiaries,
and "Centeq" shall mean Centeq Investments, Inc. and its
predecessors and related affiliates, partnerships and companies.
As of DecemberMarch 31, 1996,1997, the Company owned and operated 4850 Operating
Properties containing 17,61118,279 units located in Houston,
Dallas/Fort Worth, Austin, Corpus Christi, El Paso, Phoenix and
Tucson. The Operating Properties had a weighted
average occupancy rate of 94.0% for the year ended December 31, 1996. The
Company also had fivethree Development Properties in
Houston Dallas and PhoenixDallas which will, when completed, add 1,7781,110 units to
its portfolio, and has one site in Denver which it intends to
develop. The Company is vertically integrated, with operations
that encompass multifamily property acquisition, development,
construction services, management, marketing, finance, leasing,
brokerage and asset management.

The Company was formed in 1993 to continue the multifamily
property acquisition, development, management and marketing
operations and related business objectives and strategies of
Centeq (the "Multifamily Operations"). Upon completion of the
Company's initial public offering in July 1993 and the concurrent
completion of the transactions involved in the formation of the
Company (the "Formation Transactions"), the Company succeeded to
the Multifamily Operations of Centeq and owned and operated 20
properties located in the Houston, Dallas and Austin metropolitan
areas containing 7,054 units and owned contracts to purchase two
development properties. The predecessors of Centeq were formed
in 1982 by Richard J. Campo, the Company's Chairman of the Board
of Trust Managers and Chief Executive Officer, and D. Keith Oden,
the Company's President and Chief Operating Officer, to provide
real estate services to owners and financial institutions.
Centeq was involved in the acquisition, development, management
and marketing of approximately 28 multifamily properties
containing 8,564 units in certain major Texas and other markets
and the development, marketing and management of a number of
other types of properties, including office facilities, high-rise
condominiums and research facilities. The Company is operated
under the direction of Messrs. Campo and Oden and a management
team consisting of substantially all of the former personnel of
Centeq.

On December 16, 1996, the Company entered into an Agreement
and Plan of Merger with Paragon, which was approved by the
shareholders of both entities on April 15, 1997. Pursuant to the
Agreement and Plan of Merger, Paragon merged with and into a
wholly-owned subsidiary of the Company and each share of common
stock, par value $.01 per share, of Paragon was converted into
the right to receive 0.64 Common Shares. The Company issued
9,466,346 shares in exchange for the outstanding shares of
Paragon common stock.

Paragon was a fully integrated REIT headquartered in Dallas,
Texas whose business was the operation, development and
acquisition of multifamily residential communities in the
Southwest, Midwest, North Carolina and Florida. Paragon was a
self-administered and self-managed REIT that, as of December 31,
1996,April 15,
1997, owned (either directly or through interests in other
entities) interests in 57 Paragon Residential Properties totalling 15,954totaling
15,975 apartment units located in six states, with three additional multifamily communities, totaling 856
residential units, under construction.states. Paragon also had
indirect minority ownership interests in three commercial
properties, including a 20% interest in a 401,625 square foot
office building. As of December 31, 1996,April 15, 1997, Paragon, through Paragon
Residential Services, Inc., managed 7772 multifamily residential
communities (including the Paragon Residential Properties)
located across the United States, containing approximately 21,69620,474
apartment units. Subsequent to
December 31, 1996 and prior to consummation of the Merger, three of Paragon's
properties containing 835 units were sold and all three of Paragon's
construction properties were substantially complete and in lease-up, resulting
in 15,975 units in its portfolio at the date of the Merger.

Paragon conducted substantially all of its business through
the Operating Partnership, which Paragon controlled through
wholly-owned subsidiaries prior to the Merger. As a result of
the Merger, the Units are redeemable for cash or the RedemptionCommon Shares on
the basis of one Unit for one share at the Company's option.
Following the Merger on April 15, 1997, the Company had an
interest in a multifamily property portfolio which totalled
35,364 units as of
Aprilin 110 properties and managed an additional 4,499
units in 15 1997.properties for third parties and Paragon affiliates.

The Company elected to be taxed as a REIT for federal income
tax purposes for its taxable year ended December 31, 1996, and
expects to continue to elect such status. Although the Company
believes that it was organized and has been operating in
conformity with the requirements for qualification as a REIT
under the Code, no assurance can be given that the Company will
continue to qualify as a REIT. Qualification as a REIT involves
application of highly technical and complex Code provisions for
which there are only limited judicial or administrative
interpretations. If in any taxable year - 9 -

13
the Company would fail
to qualify as a REIT, the Company would not be allowed a
deduction for distributions to shareholders for computing taxable
income and would be subject to federal taxation at regular
corporate rates. Unless entitled to relief under certain

-9-

statutory provisions, the Company would also be disqualified from
treatment as a REIT for the four taxable years following the year
during which qualification was lost. As a result, the Company's
ability to make distributions to its shareholders would be
adversely affected.

To ensure that the Company qualifies as a REIT, transfer of
the Common Shares is subject to certain restrictions and
ownership of the outstanding Shares (as defined in the
Declaration of Trust) by any single person is limited to 9.8% of
the total number of outstanding Shares, subject to certain
exceptions. As provided in the Declaration of Trust, any
purported transfer in violation of the above-described ownership
limitations shall be void.

The Common Shares of the Company are listed on the NYSE
under the symbol "CPT." On February 5, 1997, the Company
announced an anticipated dividend increase from $1.90 per share
to $1.96 for 1997. On March 17, 1997, the Company declared its
quarterly dividend ($0.49 per Common Share) for the first quarter
of 1997. The dividend was paid on April 17, 1997 to shareholders
of record as of March 31, 1997. The Company intends to continue
making regular quarterly distributions to its shareholders.
Distributions depend upon a variety of factors, and there can be
no assurance that distributions will be made.

The Company's principal executive offices are located at
3200 Southwest Freeway, Suite 1500, Houston, Texas 77027 and its
telephone number is (713) 946-3555.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The Declaration of Trust of the Company provides that the
Company may issue up to 110,000,000 shares of beneficial
interest, par value $.01 per share, consisting of 100,000,000
Common Shares and 10,000,000 preferred shares of beneficial
interest, par value $.01 per share ("Preferred Shares"). At
DecemberMarch 31, 1996, 16,521,3661997, 16,696,164 Common Shares were issued and
outstanding and no Preferred Shares were issued and outstanding.
At April 15, 1997, 26,320,099 Common Shares were issued and
outstanding following the Merger.

The following description of the Common Shares sets forth
certain general terms and provisions of the Common Shares. The
statements below describing the Common Shares are in all respects
subject to and qualified in their entirety by reference to the
applicable provisions of the Company's Declaration of Trust and
Amended and Restated Bylaws.

GENERALGeneral

Subject to the provisions of the Declaration of Trust
regarding Excess Securities (as defined therein), holders of
Common Shares are entitled to such dividends, in cash, property
or shares of beneficial interest, as may be declared from time to
time by the Camden Board. The Company is prohibited from
declaring or paying any dividend when the Company is unable to
pay its debts as they become due in the usual course of business
or when the payment of such dividend would result in the Company
becoming unable to pay its debts as they become due in the usual
course of business. Payment and declaration of dividends on the
Common Shares and purchases of shares thereof by the Company will
be subject to certain restrictions if the Company fails to pay
dividends on the Preferred Shares. In the event of any
liquidation, dissolution or winding-up of the affairs of the
Company, holders of Common Shares will be entitled to share
equally and ratably in the assets of the Company remaining after
provision for liabilities to creditors and payment of liquidation
preferences to holders of Preferred Shares or senior debt
securities and subject to the provisions of the Declaration of
Trust regarding Excess Securities. Each outstanding Common Share
entitles the holder to one vote on all matters submitted to a
vote of shareholders, including the election or removal of Trust
Managers, amendments to the Declaration of Trust, proposals to
terminate, reorganize, merge or consolidate the Company or to
sell or dispose of substantially all of the Company's property
and with respect to certain business combinations. There is no
cumulative voting in the election of Trust Managers. The Company
will have perpetual existence unless and until dissolved and
terminated. Upon receipt by the Company of lawful payment
therefor (including, without limitation, units of limited
partnership in the Operating Partnership upon redemption), the
Redemption Shares will, when issued, be fully paid and
nonassessable, and will not be subject to redemption except (as
described in the Declaration of Trust) as necessary to preserve
the Company's status as a REIT. A shareholder of the - 10 -

14
Company has
no preemptive rights to subscribe for additional Common Shares or
other securities of the Company except as may be granted by the
Camden Board.

RESTRICTIONS ON OWNERSHIP-10-

Restrictions on Ownership

For the Company to qualify as a REIT under the Code, not
more than 50% in value of its outstanding Shares may be owned
directly or indirectly, by five or fewer individuals (as defined
in the Code to include certain entities) during the last half of
a taxable year, and such Shares must be beneficially owned by 100
or more persons during at least 335 days of a taxable year of 12
months, or during a proportionate part of a shorter taxable year.

Because the Camden Board believes it is essential for the
Company to continue to qualify as a REIT, the Declaration of
Trust, subject to certain exceptions, provides that no holder may
own, or be deemed to own by virtue of the attribution provisions
of the Code, more than 9.8% (the "Ownership Limit") of the total
outstanding Shares. The Trust Managers are not permitted to
waive the Ownership Limit. Any transfer of Shares that would:
(i) create a direct or indirect ownership of Shares in excess of
the Ownership Limit; (ii) result in the Shares being owned by
fewer than 100 persons; (iii) result in the Company being
"closely held" within the meaning of Section 856(h) of the Code;
or (iv) result in the disqualification of the Company as a REIT,
shall be null and void, and the intended transferee will acquire
no rights in the Shares, except as provided in the Declaration of
Trust regarding Excess Securities.

The Company's Declaration of Trust provides that Shares
owned, or deemed to be owned, or transferred to a shareholder in
excess of the Ownership Limit will automatically be deemed to be
Excess Securities and as such will be deemed to have been
transferred to the Company as trustee of a trust for the
exclusive benefit of the transferees to whom such Shares may
ultimately be transferred without violating the Ownership Limit.
For purposes of such Ownership Limit, convertible securities will
be treated as if such securities had been converted in
calculating the Ownership Limit. While the Excess Securities are
held in trust, they will not be entitled to vote (except as
required by law), and they will not be entitled to participate in
dividends or other distributions. Any dividend or distribution
paid to a proposed transferee of Excess Securities prior to the
discovery by the Company that Shares have been transferred in
violation of the provisions of the Company's Declaration of Trust
shall be repaid to the Company upon demand. The original
transferee-shareholder may, at any time the Excess Securities are
held by the Company in trust, transfer the interest in the trust
representing the Excess Securities to any individual whose
ownership of the Shares that have been deemed to be Excess
Securities would be permitted under the Ownership Limit, at a
price not in excess of the price paid by the original
transferee-shareholder for the Shares that were exchanged into
Excess Securities. Immediately upon the transfer to the
permitted transferee, the Excess Securities will automatically be
deemed to be Shares of the class from which they were converted.
If the foregoing transfer restrictions are determined to be void
or invalid by virtue of any legal decision, statute, rule or
regulation, then the intended transferee-shareholdertransferee- shareholder of any
Excess Securities may be deemed, at the option of the Company, to
have acted as an agent on behalf of the Company in acquiring the
Excess Securities and to hold the Excess Securities on behalf of
the Company.

In addition to the foregoing transfer restrictions, the
Company will have the right, for a period of 90 days during the
time any Excess Securities are held by the Company in trust, to
purchase all or any portion of the Excess Securities from the
original transferee-shareholder at the lesser of the price paid
for the Shares by the original transferee-shareholder and the
market price (as determined in the manner set forth in the
Declaration of Trust) of the Shares on the date the Company
exercises its option to purchase. The 90-day period begins on
the later of the date of the violative transfer or date the
Camden Board determines that a violative transfer has been made.

All certificates representing the Common Shares will bear a
legend referring to the restrictions described above.

Each shareholder shall upon demand be required to disclose
to the Company in writing any information with respect to the
direct, indirect and constructive ownership of beneficial
interests as the Camden Board deems necessary to comply with the
provisions of the Code applicable to REITs, to comply with the
requirements of any taxing authority or governmental agency or to
determine any such compliance.

The Ownership Limit may have the effect of precluding
acquisition of control of the Company unless the Camden Board and
the shareholders determine that maintenance of REIT status is no
longer in the best interest of the Company.

- 11 -

15
SHAREHOLDER LIABILITY-12-

Shareholder Liability

The Declaration of Trust provides that no shareholder shall
be personally or individually liable in any manner whatsoever for
any debt, act, omission or obligation incurred by the Company or
the Camden Board. A shareholder shall be under no obligation to
the Company or to its creditors with respect to such Shares other
than the obligation to pay to the Company the full amount of the
consideration for which such Shares were issued or to be issued.
By statute, the State of Texas provides limited liability for
shareholders of a REIT organized under the Texas REIT Act.

TRANSFER AGENT AND REGISTRARTransfer Agent and Registrar

American Stock Transfer & Trust Company or its successor is
the transfer agent and registrar for the Common Shares.

REGISTRATION RIGHTS

The registration of the Redemption Shares pursuant to the
registration statement of which this Prospectus is a part is
made pursuant to the Company's obligations with respect to
certain Selling Shareholders under the terms of a registration
rights agreement dated April 15, 1997 (the "Registration Rights
Agreement"). The following summary does not purport to be
complete and is qualified in its entirety by reference to the
Registration Rights Agreement.

Under the Registration Rights Agreement, the Company is
obligated to cause to be filed, within five businessforty-five days after the
date thereof, a registration statement under Rule 415 under the
Securities Act covering the offer and sale by the Selling
Shareholders of the Redemption Shares which the Selling
Shareholders may acquireacquired in exchange for their Units.shares of Paragon
common stock pursuant to the Merger. The Company is further
obligated to use its best efforts to cause such registration
statement to be declared effective by the Commission as soon as practicableninety days
after the date thereof and to keep such registration statement
continuously effective until the earlier of (i) such time as the
Form S-3 Registration Statement (or similar successor form of
registration statement) is not available to the Company for
registration of the Redemption Shares, or (ii) the later of the date on which all of
such Selling Shareholders have (A) exchanged their Units for Redemption Shares that are
registered under the Securities Act upon such redemption, (B) redeemed all of
their Units and consummated the sale of any Redemption Shares received upon
such redemption, if they receive Redemption Shares that are not registered
under the Securities Act upon such redemption or (C) consummated the sale of all of
their Redemption Shares to a person or persons, or an entity or
entities, that is not an affiliate or are not affiliates, as the
case may be, of the Company. If a Registration Statement on Form
S-3 (or similar form) does not continue to be available to the
Company for registration of the Redemption Shares, then the
Selling Shareholders will be entitled to certain demand and
piggyback registration rights. As a result of the filing and
effectiveness of the Registration Statement of which this
Prospectus is a part, any Redemption Shares sold by the Selling
Shareholders pursuant to this Prospectus will no longer be
entitled to the benefits of the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the Company
is obligated to bear all expenses of effecting the registration
of the Redemption Shares (other than brokerage and sales
commissions and transfer taxes of any kind and other than for any
legal and other expenses incurred by the Selling Shareholders).
The Company also has agreed to indemnify the Selling Shareholders
under the Registration Rights Agreement against certain losses,
liabilities, claims, damages and expenses arising under the
securities laws in connection with the Registration Statement or
this Prospectus, subject to certain limitations. In addition,
each Selling Shareholder under the Registration Rights Agreement
has agreed to indemnify the Company and its respective trust managers,Trust
Managers, officers and any person who controls the Company
against all losses, liabilities, claims, damages and expenses
arising under the securities laws insofar as such loss, claim,
damage or expense relates to written information furnished to the
Company by such Selling Shareholder for use in the registration
statement or Prospectus or an amendment or supplement thereto or
the failure by such Selling Shareholder to deliver or cause to be
delivered this Prospectus or any amendment or supplement thereto
to any purchaser of shares covered by the Registration Statement
from the Selling Shareholders through no fault of the Company.

- 12 -

16-13-

FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of the material federal
income tax considerations to the Company based on current law, is
not tax advice and is for general information only. The
following discussion is not exhaustive of all possible tax
considerations and is not tax advice. Moreover, this summary
does not deal with all tax aspects that might be relevant to a
particular prospective holder of Common Shares in light of its
individual investment or tax circumstances; nor does it deal with
particular types of holders that are subject to special treatment
under the Code, such as insurance companies, financial
institutions and broker-dealers. The Code provisions governing
the federal income tax treatment of REITs are highly technical
and complex, and this summary is qualified in its entirety by the
applicable Code provisions, rules and regulations promulgated
thereunder, and administrative and judicial interpretations
thereof.

EACH PROSPECTIVE PURCHASER IS URGED TO CONSULT HIS OR HER
OWN TAX ADVISOR WITH RESPECT TO SUCH PURCHASER'S SPECIFIC
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE
PURCHASE, HOLDING AND SALE OF COMMON SHARES AND OF POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.

The Company has elected to be taxed as a REIT under the
Code. The Company believes that is has been organized, has
operated and will operate in such a manner as to qualify for
taxation as a REIT under the Code. No assurance can be given,
however, that such requirements will be met in the future.

FEDERAL INCOME TAXATION OF THE COMPANYFederal Income Taxation of the Company

If and as long as the Company qualifies for taxation as a
REIT, it generally will not be subject to federal corporate
income taxes on that portion of its ordinary income or capital
gain that is currently distributed to shareholders. The REIT
provisions of the Code generally allow a REIT to deduct dividends
paid to its shareholders. This deduction for dividends paid to
shareholders substantially eliminates the federal "double
taxation" on earnings (once at the corporate level and once again
at the shareholder level) that usually results from investments
in a corporation.

Even if the Company qualifies for taxation as a REIT, the
Company will be subject to federal income tax, however, as
follows:

First, the Company will be taxed at regular corporate
rates on its undistributed REIT taxable income, including
undistributed net capital gains.

Second, under certain circumstances, the Company may be
subject to the "alternative minimum tax" as a consequence
of its items of tax preference to the extent that such tax
exceeds its regular tax.

Third, if the Company has net income from the sale or
other disposition of "foreclosure property" that is held
primarily for sale to customers in the ordinary course of
business or other non-qualifying income from foreclosure
property, it will be subject to tax at the highest corporate
rate on such income.

Fourth, if the Company has net income from prohibited
transactions (which are, in general, certain sales or
other dispositions of property held primarily for sale to
customers in the ordinary course of business, but excluding
foreclosure property), such income will be subject to a 100%
tax.

Fifth, if the Company should fail to satisfy certain
gross income tests, but has nonetheless maintained its
qualification as a REIT because certain other requirements
had been met, it will be subject to a 100% tax on the net
income attributable to the greater of the amount by which
the Company fails such tests, multiplied by a fraction
intended to reflect the Company's profitability.

Sixth, if the Company fails to distribute during each
year at least the sum of (i) 85% of its REIT ordinary

-13-

income for such year, (ii) 95% of its REIT capital gain net
income for such year and (iii) any undistributed taxable
income from prior periods, the Company will be subject to a
4% excise tax on the excess of such required distributions
over the distributed amount.

- 13 -

Seventh, if the Company should acquire any asset from a
C corporation (i.e., a corporation subject to full
corporate-level tax) in a carryover-basis transaction and
the Company subsequently recognizes gain on the disposition
of such asset during the ten-year period (the "Recognition
Period") beginning on the date on which the asset was
acquired by the Company, then the excess of (a) the fair
market value of the asset as of the beginning of the
applicable Recognition Period over (b) the Company's
adjusted basis in such asset as of the beginning of such
Recognition Period will be subject to tax at the highest
regular corporate rate, pursuant to guidelines issued by the
IRS.

FAILURE TO QUALIFYFailure to Qualify

If the Company fails to qualify for taxation as a REIT in
any taxable year and certain relief provisions do not apply, the
Company will be subject to tax (including any applicable
alternative minimum tax) on its taxable income at regular
corporate rates. Distributions to shareholders in any year in
which the Company fails to qualify as a REIT will not be
deductible by the Company nor will they be required to be made.
In such event, to the extent of current and accumulated earnings
and profits, all distributions to shareholders will be dividends,
taxable as ordinary income, and subject to certain limitations of
the Code, corporate distributees may be eligible for the
dividends-received deduction. Unless the Company is entitled to
relief under specific statutory provisions, the Company also will
be disqualified from taxation as a REIT for the four taxable
years following the year during which qualification was lost. It
is not possible to state whether in all circumstances the Company
would be entitled to such statutory relief. For example, if the
Company fails to satisfy the gross income tests because
nonqualifying income that the Company intentionally incurs
exceeds the limit on such income, the IRS could conclude that the
Company's failure to satisfy the tests was not due to reasonable
cause.

SELLING SHAREHOLDERS

The following table provides the name of and the number of
Common Shares and Units beneficially owned by the Selling
Shareholders as of April 15, 1997. The Redemption Shares set
forth below as being beneficially owned as of such date represent
the Common Shares that the Selling Shareholders may acquireacquired upon
presentationexchange of the Unitstheir shares of Paragon common stock pursuant to the
Operating Partnership for redemption, all
in accordance with the agreement of limited partnership of the Operating
Partnership, as amended.Merger.

The Redemption Shares offered by this Prospectus will be
offered from time to time by the Selling Shareholders named
below, or by pledgees, donees, transferees or other successors in
interest hereto.

COMMON SHARES APPROXIMATE
AND UNITS COMMON SHARES PERCENT OF
BENEFICIALLY COMMON TO BE ALL SHARES
OWNED AS OF SHARES BENEFICIALLY AND UNITS APPROXIMATE
BENEFICIALLY COMMON SHARES TO BE PERCENT OF ALL
OWNED AS OF COMMON SHARES BENEFICIALLY OWNED AFTER SHARES
NAME
APRIL 15, OFFERED OWNED AFTER AFTER
NAME 1997 OFFERED HEREBY OFFERING(1) AFTER OFFERING
- ---- -------------- -------------- ----------------------- --------------

PGI Associates, L.P. 1,407,495 1,407,495 0 *

FWP, L.P. 952,078 571,278 380,800 1.3

Gateway Mall Associates I, L.P. 240,941 240,941 0 *

Fulcor Investment Co. 21,899 21,899 0 *

Allen Gilbert 743 743 0 *

Fuller Financial Co. 26,955 26,955 0 *

WRC Holdings, Inc. 21,978 21,978 0 *

William R. Cooper(2) 1,982,461 1,693,386 289,075 1.0

Lewis A. Levey(3) 312,933 249,072 63,861 *

Don M. Shine 49,114 22,972 26,142 *

Jerry J. Bonner 16,184 1,276 14,908 *

Ward Katz 5,521 5,521 0 *

- 14 -
18
- -----------------------

* Less than 1%.---------- ------------ -------- -------------- ---------
FWP, L.P. 952,078 380,800 571,278 2.0

___________________

(1) Assumes that all shares registered hereby will be sold by the
Selling Shareholders. ThereWhile there is no assurance that any of the shares will be
offered or sold by the Selling Shareholders, this table
assumes that all shares registered hereby will be sold by
the Selling Shareholders. (2) In addition to 312,047 shares and units owned by Mr. Cooper
directly, Mr. Cooper's shares and units owned priorThe 571,278 Common Shares that the
Selling Shareholders may acquire upon presentation of the
Units to the offering and shares offered hereby include 1,407,495 units
which are held by PGI Associates, L.P.,Operating Partnership for redemption have been
registered with the general partner of
which is a company controlled by Mr. Cooper, and 240,941 units
held by Gateway Mall Associates, I, L.P., a partnership in
which Mr. Cooper serves as a general partner of the general
partner, and 21,978 units held by WRC Holdings, Inc. Mr.
Cooper became a trust manager following the Merger.
(3) In addition to 71,992 shares and units owned by Mr. Levey
directly, Mr. Levey's shares and units owned prior to the
offering and shares offered hereby include 240,941 units held
by Gateway Mall Associates, I, L.P., a partnership in which
Mr.Levey serves as a general partner of the general partner.
Mr. Levey became a trust manager following the Merger.Commission separately.

-14-

USE OF PROCEEDS

The Common Shares offered hereby are being registered for
the account of the Selling Shareholders and, accordingly, the
Company will not receive any of the proceeds from the sale of the
Redemption Shares by the Selling Shareholders.

PLAN OF DISTRIBUTION

This Prospectus relates to the offer and sale from time to
time of up to an aggregate of 2,352,161380,800 Redemption Shares by the
Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest thereto. If
the Selling Shareholders present Units to the Operating Partnership for
redemption, the Company may, at its election, acquire such Units in exchange
for Redemption Shares in accordance with the terms of the Operating
Partnership's agreement of limited partnership, as amended. The Company is registering
the Redemption Shares pursuant to the Company's obligations under
a registration rights agreement, but the registration of the
Redemption Shares does not necessarily mean that any of the
Redemption Shares will be offered or sold by the Selling
Shareholders thereunder. The Company will not receive any
proceeds from the offering of the Redemption Shares by the
Selling Shareholders.

The distribution of the Redemption Shares may be effected
from time to time in one or more underwritten transactions at a
fixed price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Any such
underwritten offering may be on a "best efforts" or a "firm
commitment" basis. In connection with any such underwritten
offering, underwriters or agents may receive compensation in the
form of discounts, concessions or commissions from the Selling
Shareholders. Underwriters may sell the Redemption Shares to or
through dealers, and such dealers may receive compensation in the
form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they
act as agents.

The Selling Shareholders and any underwriters, dealers or
agents that participate in the distribution of the Redemption
Shares may be deemed to be "underwriters" within the meaning of
the Securities Act, and any profit on the sale of the Redemption
Shares by them and any discounts, commissions or concessions
received by any such underwriters, dealers or agents might be
deemed to be underwriting discounts and commissions under the
Securities Act.

At a time a particular offer of Redemption Shares is made by
the Selling Shareholders, a Prospectus Supplement, if required,
will be distributed that will set forth the names of any
underwriters, dealers or agents and any discounts, commissions
and other terms constituting compensation from the Selling
Shareholders and any other required information.

The sale of Redemption Shares by the Selling Shareholders
may also be effected from time to time by selling Redemption
Shares directly to purchasers or to or through broker-dealers.
In connection with any such sale, any such broker-dealer may act
as agent for the Selling Shareholders or may purchase from the
Selling Shareholders all or a portion of the Redemption Shares as
principal, and may be made pursuant to any of the methods
described below. Such sales may be made on the NYSE or other
exchanges on which the Common Shares are then traded, in the
over-the-counter market, - 15 -

19
in negotiated transactions or otherwise
at prices and at terms then prevailing or at prices related to
the then-current market prices or at prices otherwise negotiated.

The Redemption Shares may also be sold in one or more of the
following transactions: (a) block transactions in which a
broker-dealer may sell all or a portion of such shares as agent
but may position and resell all or a portion of the block as
principal to facilitate the transaction; (b) purchases by any
such broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to a Prospectus Supplement; (c) a
special offering, an exchange distribution or a secondary
distribution in accordance with applicable NYSE or other stock
exchange rules; (d) ordinary brokerage transactions and
transactions in which any such broker-dealer solicits purchasers;
(e) sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for such
shares; and (f) sales in other ways not involving market makers
or established trading markets, including direct sales to
purchasers. In effecting sales, broker-dealers engaged by the
Selling Shareholders may arrange for other broker-dealers to
participate. Broker-dealers will receive commissions or other
compensation from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale that will not exceed
those customary in the types of transactions involved.
Broker-dealers may also receive compensation from purchasers of
the Redemption Shares which is not expected to exceed that
customary in the types of transactions involved.

-15-

In order to comply with the securities laws of certain
states, if applicable, the Redemption Shares may be sold only
through registered or licensed brokers or dealers. In addition,
in certain states, Redemption Shares may not be sold unless they
have been registered or qualified for sale in such state or an
exemption from such registration or qualification requirement is
available and is complied with.

All expenses incident to the offering and sale of the
Redemption Shares, other than commissions, discounts and fees of
underwriters, broker-dealers or agents, shall be paid by the
Company. The Company has agreed to indemnify the Selling
Shareholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act. See
"Registration Rights."

LEGAL MATTERS

Certain legal matters relating to the validity of the Common
Shares offered hereby will be passed upon for the Company by
Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Dallas, Texas.

EXPERTS

The consolidated financial statements and the related
financial statement schedule of the Company as of December 31,
1996 and 1995 and for each of the three years in the period ended
December 31, 1996 included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and incorporated by
reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports
which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.

- 16 --16-

20
================================================================================
=============================== ===============================
No dealer, salesperson or other
individual has been authorized
to give any information or make
any representations not
contained in this Prospectus in
connection with the offering
covered by this Prospectus.
If given or made, such
information or representation 380,800 Shares
must not be relied upon as
having been authorized by the
Company or the Selling
Shareholders. This Prospectus CAMDEN PROPERTY
does not constitute an offer TRUST
to sell, or a solicitation of
an offer to buy, the Common Common Shares of
Shares in any jurisdiction Beneficial Interest
where, or to any person to (Par Value $.01 Per Share)
whom, it is unlawful to make
such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an
implication that there has not
been any change in the facts
set forth in this Prospectus or
in the affairs of the Company -------------------------------
since the date hereof. ------------------------PROSPECTUS
-------------------------------
TABLE OF CONTENTS

Page
----

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 2Page
Available Information........2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Description of Securities to be Registered . . . . . . . . . . . . . . . 10
Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . 13
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

================================================================================

2,352,161 SHARES

CAMDEN PROPERTY
TRUST

Common Shares of Beneficial Interest
(Par Value $.01 Per Share)

--------------------------

PROSPECTUS

--------------------------Certain
Documents by Reference.......2
Prospectus Summary...........3
Risk Factors.................5
The Company..................9
Description of Securities
to be Registered............10
Registration Rights.........12
Federal Income Tax
Considerations..............13
Selling Shareholders........14
Use of Proceeds.............15
Plan of Distribution........15
Legal Matters...............16
Experts.....................16 ________, , 1997

=============================================================================================================== ===============================

21
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses in
connection with the offering contemplated by this Registration
Statement:

SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . $19,512
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 5,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 5,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,000
SEC Registration Fee.....................................$ 3,382
Blue Sky Fees and Expenses............................... 5,000
Accounting Fees and Expenses............................. 5,000
Legal Fees and Expenses.................................. 5,000
Miscellaneous............................................ 1,618
-------
Total....................................................$20,000

ITEM 15. 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 Company's Amended and Restated
Declaration of Trust provides that the Company shall indemnify
officers and Trust managers, as set forth below:

(a) The Company shall indemnify, to the extent permitted by
Texas law in accordance with the Company's Bylaws,
every person who is or was a trust manager or officer
of the Company or its corporate predecessor and any
person who is or was serving at the request of the
Company or its corporate predecessor as a director,
officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another

II-1

foreign or domestic corporation, partnership, joint
venture, sole

II-1
22 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.

(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,
the Company 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 the Company
or its corporate predecessor and any person who is or
was serving at the request of the Company or its
corporate predecessor as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or
similar functionary of another 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 Company's Bylaws provide that the Company may indemnify
any trust
managerTrust Manager or officer of the Company 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,Trust Manager, officer, employee
or agent of the Company, or is or was serving at the request of
the Company 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 conduct in his official capacity, his conduct was in the best
interests of the Company, and that, in all other cases, his
conduct was at least not opposed to the best interests of the
Company, 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 the Company, or is found
liable on the basis that personal benefit was improperly received
by the person, the indemnification (A)(a) is limited to reasonable
expenses actually incurred by the person in connection with the
proceeding and (B)(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 the
Company.

ITEM 16. EXHIBITS.

4.1 Amended and Restated Declaration of Trust, as amended
(filed as Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 (File No.
1-12110) and incorporated herein by reference)
4.2 Amended and Restated Bylaws of the Company (filed as
Exhibit 3.1 to the Company's Current Report on Form 8-K
dated October 31, 1996 (File No. 1-12110) and incorporated
herein by reference)
4.3 Specimen certificate for Common Shares (filed as Exhibit
4.1 to the Company's Registration Statement on Form S-11
filed September 15, 1993 (No. 33-68736) and incorporated
herein by reference)
5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. as
to the legality of the securities being registered
8.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. as
to certain tax matters
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in Exhibit 5.1 hereto)
23.3 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in Exhibit 8.1 hereto)
24.1 Power of Attorney (included on signature page)
99.1 Registration Rights Agreement dated April 15, 1997 among
Camden Property Trust, Camden Operating, L.P. and certain
investors set forth therein 99.2 Third Amended(filed as Exhibit 99.1 to the
Company's Registration Statement on Form S-3 filed April
22, 1997 (No. 333-25637) and Restated Agreement of Limited Partnership of
Camden Operating, L.P.incorporated by reference
herein)

II-2

23
ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(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, as amended (the "Securities Act");

(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;

(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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if information required to be included in a post-effectivepost-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that are incorporated by reference in the Registration
Statement.

(2) That, for the purpose of determining any liability
under the Securities Act, each such post- effectivepost-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.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d)15(d of the Exchange Act) 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.

(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to trust
managers, directors, officers and controlling persons
of the registrant pursuant to the provisions described
in Item 15 of this Registration Statement 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 Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than in payment by the
registrant of expenses incurred or paid by a trust
manager, director, officer or controlling person in the
successful defense of any action, suit or proceeding)
is asserted against the registrant by such trust
manager, director, officer or controlling person in
connection with the securities being registered hereby,
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.

II-3

24
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 of the requirements for filing on Form
S-3 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 the 22nd day30th of April,May, 1997.

CAMDEN PROPERTY TRUST

By: /s/ G. Steven Dawson
----------------------------------------------------------
G. Steven Dawson
Senior Vice President-Finance,
Chief Financial Officer,
Treasurer and Assistant Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby 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, with full power
of substitution and resubstitution, for him, and on his behalf
and in his name, place and stead, in any and all capacities, to
sign, execute and file this Registration Statement under the
Securities Act of 1933, as amended, and any or all amendments
(including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such 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 in order to effectuate the
same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be
done.

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
--------- ----- ----
Signature Title Date
- ---------------------- ------------------------- -------------

/s/ Richard J. Campo
- ----------------------
Richard J. Campo Chairman of the Board of May 29, 1997
Trust Managers April 21, 1997
- ------------------------------ and Chief
Executive Officer
Richard J. Campo
(Principal Executive Officer)

/s/ D. Keith Oden President, Chief Operating Officer and April 21, 1997
- ------------------------------ Trust Manager D. Keith Oden
- ----------------------
D. Keith Oden President, Chief Operating May 29, 1997
Officer and Trust Manager

/s/ G. Steven Dawson
- ----------------------
G. Steven Dawson Senior Vice President- May 29, 1997
Finance, Chief Financial
Officer, Treasurer and
Assistant Secretary
(Principal Financial and
Accounting Officer)

II-4

/s/ G. Steven Dawson Senior Vice President-Finance, Chief April 21, 1997
- ------------------------------ Financial Officer, Treasurer and Assistant
G. Steven Dawson Secretary
(Principal Financial and Accounting
Officer)

/s/ William R. Cooper Trust Manager April 21, 1997
- ------------------------------
William R. Cooper

/s/ George R. Hrdlicka Trust Manager April 21, 1997
- ------------------------------
George R. Hrdlicka

/s/ Lewis A. Levey Trust Manager April 21, 1997
- ------------------------------
Lewis A. Levey

/s/ F. Gardner Parker Trust Manager April 21, 1997
- ------------------------------
F. Gardner Parker

/s/ Steven A. Webster Trust Manager April 21, 1997
- ------------------------------/s/ William R. Cooper
- ----------------------
William R. Cooper Trust Manager May 29, 1997

/s/ George R. Hrdlicka
- ----------------------
George R. Hrdlicka Trust Manager May 29, 1997

/s/ Lewis A. Levey
- ----------------------
Lewis A. Levey Trust Manager May 29, 1997

/s/ F. Gardner
- ----------------------
F. Gardner Parker Trust Manager May 29, 1997

/s/ Steven A.
- ----------------------
Steven A. Webster
Trust Manager May 29, 1997

II-5

26
EXHIBIT INDEX

Exhibit
Number
- -------

99.2 Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.
and certain
investors set forth therein (filed as Exhibit 99.1 to the
Company's Registration Statement on Form S-3 filed on April
22, 1997 (No. 333-25637) and incorporated by reference
herein)