February 7, 2005




Via Facsimile 214.740.8800 and U.S. Mail

Bryan L. Goolsby, Esq.
Toni Weinstein, Esq.
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas  75201

RE:	Summit Properties Partnership, L.P. ("Summit LP")
      Schedule TO-I filed January 27, 2005
      File No. 5-53141

Ladies and Gentlemen:

      We have the following comments on the above-referenced
filing.

Cover Page of Schedule TO-I

1. The definition of "offeror" includes not only the purchaser of
securities in the offer, but also any person or entity on whose
behalf the offer is made (see Instruction K (1) to Schedule TO).
Please advise us why Camden Property Trust has not also been
identified as an offeror in this tender offer.  Before drafting
your esponse, please review "Identifying the Bidder in a Tender
Offer" in the Division of Corporation Finance`s Current Issues and
Rulemaking Projects Outline, available on our web site at
www.sec.gov for general guidance.  Any new offerors in the tender
offer must ensure that they independently satisfy the timing,
signatory and dissemination requirements of Schedule TO.

Item 5 of Schedule TO-I - Past Contracts, Transactions,
Negotiations and Agreements

2. Advise us why Summit LP believes it has complied with this item
requirement. The response to this item requirement directs the unit
holder to sections of the Form S-4 that do not appear to provide the
required disclosure.  For example, a presentation of option
arrangements may actually be found in a separate section titled,
"The Transaction - Conflicts of Interest...", but that section has
not been incorporated by reference in response to this item.

Item 7 of Schedule TO-I - Source and Amount of Funds or Other
Consideration

3. This response to this item requirement incorporates by
reference from sections of the Form S-4 that appear exclusively
dedicated to disclosure with respect to the merger consideration.
Advise us why Summit LP believes it has adequately explained to unit
holder the source and amount of funds and securities offered in
exchange for their existing units.

Item 10 of Schedule TO-I - Financial Statements

4. Advise us why the response to this item complies with Item 10
of Schedule TO and Item 1010(a)(1) of Regulation M-A.

5. Please confirm, if true, that the financial information
appearing with respect to Camden on pages F-1 through F-13 of the
Form S-4 has been delivered to unit holders of Summit LP.  See General
Instruction 6 of Item 10 to Schedule TO and the corresponding telephone
interpretation I.H.7 in the July 2001 Supplement to the Manual of
Telephone Interpretations publicly available on our website,
www.sec.gov.

Summary - The Exchange Offer, page 10

6. The disclosure indicates that the tender offer is being made to
each limited partner other than Summit.  Advise us why excluding
Summit from the tender offer does not contravene Rule 13e-4(f)(8)(i).

A Warning About Forward-Looking Statements, page 42

7. The Private Securities Litigation Reform Act of 1995, by its
terms, does not apply in connection with forward-looking
statements made in the context of a tender offer.  Please revise.

Background of the Transaction, page 44

8. At present, it appears unit holders have only been provided
with a summarized history of the evolution of the offer price.
Provide a more precise description of the method underlying the
calculation of the offer price, including any assumptions made,
and quantify the calculations where practicable.  We believe that
unit holders need to know what valuation methodologies were used in
deciding the amount of the consideration offered.  See Section III.B.1
of Exchange Act Release No. 34-43069 (July 24, 2000).

Opinion of JP Morgan, page 56

9. The disclosure on page 61 indicates that JP Morgan has provided
services to both Camden and Summit for customary compensation.
Revise to quantify the amount of fees that have been earned from
Camden and Summit during the past two years.  See Item 1015(b)(4)
of Regulation M-A.

Conflicts of Interest..., page 62

10. It appears that the disclosure provided in this section was
intended in part to comply with General Instruction C to Schedule
TO. Advise us why Summit LP believes it has complied with this
disclosure requirement.  We note, for example, that limited information
has been provided with respect to the directors of Summit LP, and that
we have otherwise been unable to locate a disclosure schedule or table
with respect to the parties identified in General Instruction C.

Consequences of Failure to Properly Tender Existing Units in the
Exchange Offer, page 71

11. Revise to indicate the source of legal authority governing the
automatic conversion of existing partnership units for new units.
For example, disclose which provision of the merger agreement,
existing or new partnership agreement may be interpreted to
require the automatic conversion.

12. Please advise us why the solicitation of consents in favor of
the merger does not constitute an attempt to purchase the existing
units outside of the tender offer in contravention of Rule 14e-5.
See CoolBrands International, Inc./Eskimo Pie Corporation no-action
letter (available July 12, 2000).

13. Revise to disclose the originally anticipated legal
termination date of the partnership as described in the original
partnership agreement.

Capitalization, page 83

14. The disclosure in this section, by implication, states the
number of shares sought in the tender offer.  In view of the
requirement to have the tender offer extended to all holders of the
subject class, and the disclosure obligation imposed by Item 4 of
Schedule TO and corresponding Item 1004(a)(1)(i) of Regulation M-A,
revise the disclosure in the Form S-4 to expressly indicate the
number of shares in the subject class sought in the tender offer.

15. To the extent the number of shares sought in the tender offer
is increased to reflect the number of shares outstanding, please
revise the cover page of Schedule TO in order to recalculate the new
filing fee owed.

Where You Can Find More Information,  page 114

16. The SEC no longer maintains an office for inspection and
copying of documents outside of Washington, DC.  Please revise.

Election Form

17. The form improperly asks unit holders to certify that they
have "read" the terms of the offer.  Please revise to delete the
requirement that unit holders certify that they have "read" the
offer.  Alternatively, amend the form to include a legend in bold
typeface that indicates the offeror(s) neither view(s) the
certification made by unit holders that they have read the
offering materials as a waiver of liability and that the offeror(s)
promise(s) not to assert that this provision constitutes a waiver
of liability.

Closing Information

      Please amend your filings promptly to comply with our
comments. If you do not agree with a comment, then tell us why in
your response.  If the information you provide in response to our
comments materially changes the information that you have already
provided to unit holders, disseminate the revised materials in a
manner reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need to be sent to unit holders.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the bidder is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the offeror(s) acknowledging that:

* the offeror(s) is (are) responsible for the adequacy and
accuracy of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the offeror(s) may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      Please direct any questions to me at (202) 942-2920.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

Sincerely,



Nicholas P. Panos
Special Counsel
Office of Mergers &
Acquisitions