1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)

X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 1999
                                                     OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from _______ to _________

                         Commission file number: 1-12110

                              CAMDEN PROPERTY TRUST
             (Exact Name of Registrant as Specified in Its Charter)

            TEXAS                                          76-6088377
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)

     3 GREENWAY PLAZA, SUITE 1300
          HOUSTON, TEXAS                                      77046
(Address of Principal Executive Offices)                   (Zip Code)

       Registrant's telephone number, including area code: (713) 354-2500

           Securities registered pursuant to Section 12(b) of the Act:


     Title of each class               Name of each exchange on which registered
Common Shares of Beneficial Interest,
   $.01 par value                                 New York Stock Exchange
7.33% Convertible Subordinated
   Debentures due 2001                            New York Stock Exchange
$2.25 Series A Cumulative Convertible
   Preferred Shares, $.01 par value               New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether  registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports) and (2) has been subject to such filing  requirements  for
the past 90 days.
Yes X         No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

The  aggregate  market value of voting  shares of  beneficial  interest  held by
non-affiliates of the registrant was $975,000,458 at March 1, 2000.

The number of common shares of beneficial interest  outstanding at March 1, 2000
was 38,565,696.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  registrant's  Annual Report to Shareholders  for the year ended
December 31, 1999 are incorporated by reference in Parts I, II and IV.

Portions of the  registrant's  Proxy  Statement  in  connection  with its Annual
Meeting of Shareholders to be held May 4, 2000 are  incorporated by reference in
Part III.

    2
                                     PART I


ITEM 1. BUSINESS

INTRODUCTION

     Camden  Property  Trust  is a  real  estate  investment  trust  that  owns,
develops,  constructs,  and manages  multifamily  apartment  communities  in the
Southwest,  Southeast,  Midwest and Western regions of the United States.  As of
December 31, 1999, we owned interests in and operated 153 multifamily properties
containing 53,311 apartment homes located in nine states. These properties had a
weighted  average  occupancy  rate of 93% for the year ended  December 31, 1999.
This represents the average occupancy for all our properties in 1999 weighted by
the  number  of  apartment  homes  in each  property.  Additionally,  six of our
multifamily  properties  containing 2,474 apartment homes were under development
at December 31, 1999. We also have several sites which we intend to develop into
multifamily apartment communities.

     Acquisition  of Oasis  Residential,  Inc.  On April 8, 1998,  we  acquired,
through a tax-free  merger,  Oasis  Residential,  Inc.,  a  publicly  traded Las
Vegas-based multifamily REIT. Through this acquisition, we acquired 52 completed
multifamily  properties and 15,514  apartment  homes at the date of acquisition.
Each share of Oasis common stock  outstanding on April 8, 1998 was exchanged for
0.759  of a Camden  common  share.  Each  share  of  Oasis  Series A  cumulative
convertible  preferred stock  outstanding on April 8, 1998 was exchanged for one
Camden Series A cumulative convertible preferred share with terms and conditions
comparable to the Oasis  preferred  stock.  We issued 12.4 million common shares
and 4.2 million  preferred  shares in exchange for the outstanding  Oasis common
and preferred  stock,  respectively.  We assumed  approximately  $484 million of
Oasis debt, at fair value, in the merger.

     In connection  with the merger with Oasis, on June 30, 1998, we completed a
transaction in which Camden USA, Inc., one of our wholly owned subsidiaries, and
TMT-Nevada,  L.L.C., a Delaware limited liability company,  formed Sierra-Nevada
Multifamily  Investments,  LLC. We entered into this  transaction  to reduce our
market  risk  in the  Las  Vegas  area.  TMT-Nevada  holds  an 80%  interest  in
Sierra-Nevada and Camden USA holds the remaining 20% interest.

     In the above  transaction,  we  transferred to  Sierra-Nevada  19 apartment
communities  containing  5,119 apartment homes for an aggregate of $248 million.
Prior to the  merger,  Oasis  owned  100% of each of these  communities.  In the
merger, Camden USA acquired these communities. As a result, after the merger and
prior to the Sierra-Nevada  transaction,  Camden USA owned 100% of each of these
19  properties  which are located in Las Vegas,  Nevada.  This  transaction  was
funded with capital invested by the members of Sierra-Nevada,  the assumption of
$9.9  million  of  existing  nonrecourse   indebtedness,   the  issuance  of  17
nonrecourse cross collateralized and cross defaulted loans totaling $180 million
and the issuance of two nonrecourse second lien mortgages totaling $7 million.

     Acquisition of Paragon Group, Inc. On April 15, 1997, we acquired through a
tax-free merger,  Paragon Group, Inc., a Dallas-based  multifamily REIT. Through
this  acquisition,  we acquired 50 multifamily  properties and 15,975  apartment
homes.  Each share of Paragon  common  stock  outstanding  on April 15, 1997 was
exchanged for 0.64 of a Camden common share. In this transaction,  we issued 9.5
million  common  shares,  2.4  million  limited   partnership  units  in  Camden
Operating,  L.P. and assumed  approximately $296 million of Paragon debt at fair
value.

     At December 31, 1999, we had 1,705 employees.  Our headquarters are located
at 3 Greenway Plaza, Suite 1300,  Houston,  Texas 77046 and our telephone number
is (713) 354-2500.

OPERATING STRATEGY

     We believe  that  producing  consistent  earnings  growth  and  selectively
investing  in  favorable  markets are crucial  factors to our  success.  We rely
heavily on our  sophisticated  property  management  capabilities and innovative
operating strategies in our efforts to produce consistent earnings growth.

    3

     Sophisticated Property Management. We believe the depth of our organization
enables us to deliver quality services,  thereby promoting resident satisfaction
and improving resident  retention,  which should reduce operating  expenses.  We
manage our properties  utilizing a staff of professionals and support personnel,
including  certified  property  managers,  experienced  apartment  managers  and
leasing  agents,  and trained  apartment  maintenance  technicians.  Our on-site
personnel are trained to deliver high quality  services to their  residents.  We
attempt  to  motivate  our  on-site  employees  through  incentive  compensation
arrangements based upon the net operating income produced at their property,  as
well as rental rate increases and the level of lease renewals achieved.

     Innovative Operating Strategies.  We believe an intense focus on operations
is necessary to realize consistent, sustained earnings growth. Ensuring resident
satisfaction,  increasing  rents as market  conditions  allow,  maximizing  rent
collections,  maintaining  property  occupancy at optimal levels and controlling
operating  costs  comprise our  principal  strategies  to maximize  property net
operating income.  Lease terms are generally staggered based on vacancy exposure
by  apartment  type  so  that  lease  expirations  are  better  matched  to each
property's  seasonal  rental  patterns.  We  offer  leases  ranging  from six to
thirteen months,  with individual property marketing plans structured to respond
to local market  conditions.  In addition,  we conduct ongoing  customer service
surveys to ensure we respond  timely to residents  changing  needs and to ensure
that residents retain a high level of satisfaction.

     New Development and  Acquisitions.  We continue to operate in markets where
we have a concentration  advantage due to economies of scale. We feel that where
possible,  it is best to operate  with a strong base of  properties  in order to
benefit from the personnel  allocation and the market  strength  associated with
managing  several  properties  in the  same  market.  We  believe  we  are  well
positioned in our current  markets and have the  expertise to take  advantage of
both  development and  acquisition  opportunities  which have healthy  long-term
fundamentals and strong growth projections. This dual capability,  combined with
what we believe is a conservative financial structure,  allows us to concentrate
our growth efforts towards  selective  development  alternatives and acquisition
opportunities.

     Selective  development  of new  apartment  properties  will  continue to be
important  to the growth of our  portfolio  for the next several  years.  We use
experienced   on-site   construction   superintendents,   operating   under  the
supervision  of  project  managers  and  senior   management,   to  control  the
construction  process.  All  development  decisions  are made from our corporate
office.  Risks  inherent to developing  real estate  include  zoning changes and
environmental   matters.  There  is  also  the  risk  that  certain  assumptions
concerning  economic  conditions may change during the development  process.  We
believe that we understand  and  effectively  manage the risks  associated  with
development  and that the  risks of new  development  are  justified  by  higher
potential yields.

     At December  31, 1999,  we had a $30.4  million  investment  in 38 acres in
downtown  Dallas  which are being  used for  development  of The Park at Farmers
Market, Phase I, and the proposed future development of Phase II. We are also in
the planning phase related to the possible  development of 55 for-sale townhomes
in this area. The remaining land may be sold to third parties for commercial and
retail development. Additionally, we had $44.3 million in land under development
in two  properties  located in Houston  and Long  Beach.  These  properties  are
currently in the planning stage to determine the number of apartment  homes that
will be  developed  based on demand in these  areas  over the next three to five
years. We also may sell certain parcels of these two properties to third parties
for commercial and retail development.

     We plan to continue diversification of our investments, both geographically
and in the number of apartment  homes and  selection of amenities  offered.  Our
operating properties have an average age of 10 years (calculated on the basis of
investment dollars).  We believe that the physical  improvements we have made at
our acquired  properties,  such as new or enhanced  landscaping  design,  new or
upgraded  amenities and redesigned  building  structures,  coupled with a strong
focus on property management and marketing, has resulted in attractive yields on
acquired properties.

     Dispositions.   To  generate   consistent   earnings  growth,  we  seek  to
selectively  dispose  of  properties  and  redeploy  capital if we  determine  a
property cannot meet long-term  earnings growth  expectations.  We are currently
seeking to selectively  dispose of up to $150 million of real estate assets that
management believes have a lower projected net operating income growth rate than

    4

the overall  portfolio,  or no longer  conform to our operating  and  investment
strategies.  We currently  anticipate  using the  potential  proceeds from these
sales to retire debt and repurchase shares.  However,  we cannot assure you that
we will  complete  these  sales or that the final  outcomes of these  sales,  if
completed, will be on terms favorable to us.

     At year end, we were obligated  under an earnest money contract to sell two
parcels of land totaling  approximately $15 million.  We expect to complete this
transaction late in the first quarter to early in the second quarter of 2000.

     Environmental  Matters.  Under  various  federal,  state  and  local  laws,
ordinances  and  regulations,  we  are  liable  for  the  costs  of  removal  or
remediation of certain  hazardous or toxic  substances on or in our  properties.
These laws often impose liability  without regard to whether we knew of, or were
responsible for, the presence of the hazardous or toxic  substances.  All of our
properties  have  been  subjected  to  Phase  I  site   assessments  or  similar
environmental audits to determine if there is a likelihood of contamination from
either on- or off-site sources. These audits have been carried out in accordance
with accepted  industry  practices.  We have also conducted  limited  subsurface
investigations  and tested for radon and lead-based  paint where such procedures
have been  recommended  by our  consultants.  We cannot assure you that existing
environmental  studies  reveal all  environmental  liabilities or that any prior
owner did not create any material  environmental  condition not known to us. The
costs of  investigation,  remediation or removal of hazardous  substances may be
substantial.  If hazardous or toxic substances are present on a property,  or if
we fail to properly remediate such substances,  our ability to sell or rent such
property  or to borrow  using  such  property  as  collateral  may be  adversely
affected.

     Insurance. We carry comprehensive liability, fire, flood, extended coverage
and rental loss insurance on our properties, which we believe is of the type and
amount customarily obtained on real property assets. We intend to obtain similar
coverage for  properties  we acquire 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 subject to limitations in certain areas.  Our board
exercises  its  discretion  in   determining   amounts,   coverage   limits  and
deductibility  provisions of insurance,  with a view to maintaining  appropriate
insurance on our  investments at a reasonable  cost and on suitable terms. If we
suffer a substantial  loss, our insurance  coverage may not be sufficient to pay
the  full  current  market  value  or  current  replacement  cost  of  our  lost
investment.  Inflation, changes in building codes and ordinances,  environmental
considerations  and other factors also might make it infeasible to use insurance
proceeds to replace a property after it has been damaged or destroyed.

MARKETS AND COMPETITION

     Our portfolio consists of middle to upper market apartment  properties.  We
target acquisitions and developments in selected high-growth markets.  Since our
initial public offering in 1993, we have  diversified  into other markets in the
Southwest  region and into the  Southeast,  Midwest and  Western  regions of the
United   States.   By  combining   acquisition,   renovation   and   development
capabilities, we believe we are able to better respond to changing conditions in
each market,  thereby  reducing market risk and allowing us to take advantage of
opportunities as they arise.

     There are numerous housing alternatives that compete with our properties in
attracting  residents.  Our properties  compete directly with other  multifamily
properties and single family homes that are available for rent in the markets in
which our properties are located. Our properties also compete for residents with
the new and existing  owned-home market. The demand for rental housing is driven
by economic and  demographic  trends.  Recent trends in the economics of renting
versus  home  ownership  indicate  an  increasing  demand for rental  housing in
certain markets, due to a number of factors,  including the increase in mortgage
interest  rates.  Rental  demand  should  be  strong  in  areas  anticipated  to
experience  in-migration,  due to the younger ages that  characterize  movers as
well as the relatively high cost of home ownership in higher growth areas.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

     We have made statements in this report that are  "forward-looking"  in that
they do not  discuss  historical  fact,  but instead  note future  expectations,
projections,   intentions  or  other  items   relating  to  the  future.   These
forward-looking  statements include those made in the documents  incorporated by
reference in this report.

    5

     Forward-looking   statements  are  subject  to  known  and  unknown  risks,
uncertainties  and other facts that may cause our actual  results or performance
to differ materially from those contemplated by the forward- looking statements.
Many of  those  factors  are  noted  in  conjunction  with  the  forward-looking
statements in the text. Other important factors that could cause actual results
to differ include:

 1. The results of our efforts to implement our property development strategy.
 2. The effect of economic conditions.
 3. Failure to qualify as a real estate investment trust.
 4. The costs of our capital.
 5. Actions of our competitors and our ability to respond to those actions.
 6. Changes in government regulations, tax rates and similar matters.
 7. Environmental uncertainties and natural disasters.

     Given these  uncertainties,  you should not place  undue  reliance on these
forward-looking  statements.  These  forward-looking  statements  represent  our
estimates and assumptions only as of the date of this report.

ITEM 2.   PROPERTIES

THE PROPERTIES

     Our properties  typically  consist of two- and  three-story  buildings in a
landscaped  setting and provide  residents with a variety of amenities.  Most of
the  properties  have, or are expected to have, one or more swimming pools and a
clubhouse and many have  whirlpool  spas,  tennis  courts and  controlled-access
gates. Many of the apartment homes offer additional features such as fireplaces,
vaulted  ceilings,  microwave  ovens,  covered parking,  icemakers,  washers and
dryers and ceiling fans.  The 153  properties,  which we owned  interests in and
operated at December 31, 1999, average 840 square feet of living area.

OPERATING PROPERTIES

     For the  year  ended  December  31,  1999,  no  single  operating  property
accounted for greater than 2.8% of our total revenues.  The operating properties
had a weighted  average  occupancy rate of 93% in 1999 and 1998.  Resident lease
terms generally  range from six to thirteen months and usually require  security
deposits.  One hundred  thirty-two  of our  operating  properties  have over 200
apartment  homes,  with the largest  having 894 apartment  homes.  Our operating
properties were constructed and placed in service as follows:


     Year Placed in Service                           Number of Properties
  ------------------------------                  ------------------------------
           1994 - 1999                                         46
           1988 - 1993                                         27
           1983 - 1987                                         52
           1978 - 1982                                         18
           1973 - 1977                                          6
           1967 - 1972                                          4

Property Table

     The following  table sets forth  information  with respect to our operating
properties at December 31, 1999.

    6




OPERATING PROPERTIES
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              December 1999 Avg.
                                                                                                               Mo. Rental Rates
                                                                                                            ------------------------
                                           Number of      Year Placed     Average Apartment   1999 Average      Per
PROPERTY AND LOCATION                      Apartments     in Service       Size (Sq. Ft.)    Occupancy (1)   Apartment  Per Sq. Ft.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
ARIZONA

    PHOENIX
       Arrowhead Springs, The Park at            288        1997                        925            94 %   $   715    $    0.77
       Fountain Palms, The Park at               192      1986/1996                   1,050            97         735         0.70
       Scottsdale Legacy                         428        1996                      1,067            87         890         0.83
       Towne Center, The Park at (2)             240        1998                        871            94         723         0.83
       Vista Valley, The Park at                 357        1986                        923            92         708         0.77
    TUCSON
       Eastridge                                 456        1984                        559            90         455         0.81
       Oracle Villa                              365        1974                      1,026            93         696         0.68
CALIFORNIA
    ORANGE COUNTY
       Martinique                                713        1986                        795            95       1,106         1.39
       Parkside (3)                              421        1972                        835            96         930         1.11
       Sea Palms                                 138        1990                        891            96       1,097         1.23
COLORADO
    DENVER
       Centennial, The Park at                   276        1985                        744            96         749         1.01
       Deerwood, The Park at                     342        1996                      1,141            96       1,159         1.02
       Denver West, The Park at (5)              321        1997                      1,012            98       1,072         1.06
       Interlocken, The Park at (2)              340        1999                      1,022            92       1,122         1.10
       Lakeway, The Park at                      451        1997                        919            95         984         1.07
       Park Place                                224        1985                        748            95         736         0.98
       Wexford, The Park at                      358        1986                        810            95         785         0.97
FLORIDA
    ORLANDO
       Landtree Crossing                         220        1983                        748            94         615         0.82
       Renaissance Pointe I                      272        1996                        940            93         793         0.84
       Renaissance Pointe II (2)                 306        1998                        863            96         769         0.89
       Riverwalk I & II                          552      1984/1986                     747            93         572         0.77
       Sabal Club                                436        1986                      1,077            93         852         0.79
       Vineyard, The                             526      1990/1991                     824            96         690         0.84
    TAMPA/ST. PETERSBURG
       Chase Crossing                            444        1986                      1,223            90         798         0.65
       Chasewood                                 247        1985                        704            94         579         0.82
       Dolphin/Lookout Pointe                    832      1987/1989                     748            95         647         0.87
       Heron Pointe                              276        1996                        942            93         858         0.91
       Island Club I & II                        484      1983/1985                     722            95         559         0.77
       Live Oaks                                 770        1990                      1,093            91         740         0.68
       Mallard Pointe I & II                     688      1982/1983                     728            94         599         0.82
       Marina Pointe Village                     408        1997                        927            91         831         0.90
       Parsons Run                               228        1986                        728            96         602         0.83
       Schooner Bay                              278        1986                        728            95         667         0.92
       Summerset Bend                            368        1984                        771            92         615         0.80
KENTUCKY
    LOUISVILLE
       Copper Creek                              224        1987                        732            92         647         0.88
       Deerfield                                 400      1987/1990                     746            92         643         0.86
       Glenridge                                 138        1990                        916            92         760         0.83
       Sundance                                  254        1975                        682            89         537         0.79
MISSOURI
    KANSAS CITY
       Camden Passage I & II                     596      1989/1997                     832            96         720         0.87
    ST. LOUIS
       Cedar Ridge                               420        1986                        852            90         582         0.68
       Cove at Westgate, The                     276        1990                        828            93         904         1.09
       Knollwood I & II                          608      1981/1985                     722            91         533         0.74
       Spanish Trace                             372        1972                      1,158            94         732         0.63
       Tempo                                     304        1975                        676            94         523         0.77
       Westchase                                 160        1986                        945            95         868         0.92
       Westgate I & II                           591      1973/1980                     947            91         781         0.82
NEVADA
    LAS VEGAS
       Oasis Bay (4)                             128        1990                        862            96         736         0.85
       Oasis Bel Air I & II                      528      1988/1995                     943            95         751         0.80
       Oasis Breeze                              320        1989                        846            96         694         0.82



    7




OPERATING PROPERTIES (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              December 1999 Avg.
                                                                                                               Mo. Rental Rates

                                                                                                            ------------------------
                                           Number of     Year Placed     Average Apartment    1999 Average      Per
PROPERTY AND LOCATION                      Apartments    in Service        Size (Sq. Ft.)    Occupancy (1)   Apartment  Per Sq. Ft.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
       Oasis Canyon                              200        1995                        987            94 %   $   780    $    0.79
       Oasis Cliffs                              376        1988                        936            97         746         0.80
       Oasis Club                                320        1989                        896            97         707         0.79
       Oasis Cove                                124        1990                        898            97         707         0.79
       Oasis Crossings (4)                        72        1996                        983            94         731         0.74
       Oasis Del Mar                             560        1995                        986            94         831         0.84
       Oasis Emerald (4)                         132        1988                        873            94         643         0.74
       Oasis Gateway (4)                         360        1997                      1,146            91         843         0.74
       Oasis Glen                                113        1994                        792            97         727         0.92
       Oasis Greens                              432        1990                        892            98         719         0.81
       Oasis Harbor                              336        1996                      1,008            96         791         0.78
       Oasis Heights                             240        1989                        849            96         670         0.79
       Oasis Heritage (4)                        720        1986                        950            89         622         0.65
       Oasis Hills                               184        1991                        579            96         524         0.90
       Oasis Island (4)                          118        1990                        901            92         637         0.71
       Oasis Landing (4)                         144        1990                        938            95         702         0.75
       Oasis Meadows (4)                         383        1996                      1,031            95         749         0.73
       Oasis Palms (4)                           208        1989                        880            97         679         0.77
       Oasis Paradise                            624        1991                        905            93         758         0.84
       Oasis Pearl (4)                            90        1989                        930            95         695         0.75
       Oasis Pines                               315        1997                      1,005            93         788         0.78
       Oasis Place (4)                           240        1992                        440            96         479         1.09
       Oasis Plaza (4)                           300        1976                        820            95         606         0.74
       Oasis Pointe                              252        1996                        985            97         761         0.77
       Oasis Ridge (4)                           477        1984                        391            94         438         1.12
       Oasis Rose (4)                            212        1994                      1,025            93         723         0.71
       Oasis Sands                                48        1994                      1,125            95         745         0.66
       Oasis Sierra (7)                          208        1998                        922            91         789         0.86
       Oasis Springs (4)                         304        1988                        838            94         635         0.76
       Oasis Suites (4)                          409        1988                        404            91         460         1.14
       Oasis Summit                              234        1995                      1,187            94       1,063         0.90
       Oasis Tiara                               400        1996                      1,043            96         831         0.80
       Oasis Topaz                               270        1978                        827            92         622         0.75
       Oasis View (4)                            180        1983                        940            94         665         0.71
       Oasis Vinings (4)                         234        1994                      1,152            93         754         0.65
       Oasis Vintage                             368        1994                        978            95         738         0.75
       Oasis Winds                               350        1978                        807            94         610         0.76
    RENO
       Oasis Bluffs                              450        1997                      1,111            93       1,012         0.91
NORTH CAROLINA
    CHARLOTTE
       Copper Creek                              208        1989                        703            94         633         0.90
       Eastchase                                 220        1986                        698            95         603         0.86
       Habersham Pointe                          240        1986                        773            91         668         0.86
       Overlook, The (6)                         220        1985                        754            94         696         0.92
       Park Commons                              232        1997                        859            93         753         0.88
       Pinehurst                                 407        1967                      1,147            92         791         0.69
       Timber Creek                              352        1984                        706            94         651         0.92
    GREENSBORO
       Brassfield Park (6)                       336        1997                        889            93         727         0.82
       Glen, The                                 304        1980                        662            91         573         0.87
       River Oaks                                216        1985                        795            92         641         0.81
TEXAS
    AUSTIN
       Autumn Woods                              283        1984                        644            98         589         0.91
       Calibre Crossing                          183        1986                        705            97         626         0.89
       Huntingdon, The                           398        1995                        903            97         810         0.90
       Quail Ridge                               167        1984                        859            98         707         0.82
       Ridgecrest                                284        1995                        851            96         770         0.91
       South Oaks                                430        1980                        705            97         606         0.85
    CORPUS CHRISTI
       Breakers, The                             288        1996                        861            83         764         0.89




    8




OPERATING PROPERTIES (CONTINUED)

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              December 1999 Avg.
                                                                                                               Mo. Rental Rates
                                                                                                            ------------------------
                                           Number of     Year Placed     Average Apartment    1999 Average      Per
PROPERTY AND LOCATION                      Apartments    in Service        Size (Sq. Ft.)    Occupancy (1)   Apartment  Per Sq. Ft.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
       Miramar I, II & III (8)                   300   1994/1995/1998                   708            86%  $     863    $    1.22
       Potters Mill                              344        1986                        775            86         598         0.77
       Waterford, The                            580      1976/1980                     767            91         528         0.69
    DALLAS/FORT WORTH
       Addison, The Park at                      456        1996                        942            93         880         0.93
       Buckingham, The Park at                   464        1997                        919            95         833         0.91
       Centreport, The Park at                   268        1997                        910            90         829         0.91
       Chesapeake                                128        1982                        912            95         737         0.81
       Cottonwood Ridge                          208        1985                        829            96         599         0.72
       Emerald Valley                            516        1986                        743            92         681         0.92
       Emerald Village                           304        1987                        713            90         627         0.88
       Glen Arbor                                320        1980                        666            97         524         0.79
       Glen Lakes                                424        1979                        877            92         758         0.86
       Highland Trace                            160        1985                        816            91         662         0.81
       Highpoint (6)                             708        1985                        835            94         662         0.79
       Ivory Canyon                              602        1986                        548            95         566         1.03
       Los Rios                                  286        1992                        772            94         800         1.04
       Nob Hill                                  486        1986                        642            92         526         0.82
       North Dallas Crossing I & II              446        1985                        730            94         631         0.86
       Oakland Hills                             476        1985                        853            96         628         0.74
       Pineapple Place                           256        1983                        652            94         599         0.92
       Randol Mill Terrace                       340        1984                        848            96         604         0.71
       Shadow Lake                               264        1984                        733            92         586         0.80
       Stone Creek                               240        1995                        831            93         792         0.95
       Stone Gate                                276        1996                        871            93         819         0.94
       Towne Centre Village                      188        1983                        735            96         596         0.81
       Towne Crossing, The Place at              442        1984                        772            96         595         0.77
       Valley Creek Village                      380        1984                        855            96         669         0.78
       Valley Ridge                              408        1987                        773            95         632         0.82
       Westview                                  335        1983                        697            93         614         0.88
    EL PASO
       La Plaza                                  129        1969                        997            95         600         0.60
    HOUSTON
       Brighton Place                            282        1978                        749            92         572         0.76
       Cambridge Place                           336        1979                        771            92         594         0.77
       Crossing, The                             366        1982                        762            93         580         0.76
       Driscoll Place                            488        1983                        708            95         487         0.69
       Eagle Creek                               456        1984                        639            94         592         0.93
       Goose Creek, The Park at (9)              272        1999                        844            96         680         0.81
       Greenway, The Park at (9)                 756        1999                        861            82         972         1.13
       Holly Springs, The Park at (9)            548        1999                        934            66         882         0.94
       Jones Crossing                            290        1982                        748            95         591         0.79
       Midtown, The Park at (2)                  337        1999                        843            97       1,003         1.19
       Roseland                                  671        1982                        726            92         564         0.78
       Southpoint                                244        1981                        730            94         595         0.81
       Stonebridge                               204        1993                        845            92         803         0.95
       Sugar Grove, The Park at                  380        1997                        917            87         816         0.89
       Vanderbilt I & II, The Park at            894      1996/1997                     863            92       1,009         1.17
       Wallingford                               462        1980                        787            92         606         0.77
       Wilshire Place                            536        1982                        761            92         578         0.76
       Woodland Park                             288        1995                        866            91         803         0.93
       Wyndham Park                              448      1978/1981                     797            96         528         0.66
                                            ---------                        ---------------    ------------ ---------  -----------
       Total                                  53,311                                    840            93%   $    713    $    0.85
                                            =========                        ===============    ============ =========  ===========




    9


(1)  Represents average physical occupancy for the year, except as noted below.
(2)  Development  property  - average  occupancy  calculated  from date at which
     occupancy exceeded 90% through year-end.
(3)  Property under  renovation  during 1999,  which affected  occupancy  levels
     during this period. Occupancy percentage listed is as of March 1, 2000, and
     is  excluded  from  the  December  31,  1999  average  physical   occupancy
     calculation.
(4)  Properties owned through Sierra-Nevada  Multifamily Investments,  LLC joint
     venture in which we own a 20% interest.
(5)  Property owned through a joint venture in which we own a 50% interest.  The
     remaining interest is owned by an unaffiliated private investor.
(6)  Properties  owned  through a joint  venture in which we own a 44% interest.
     The remaining interest is owned by unaffiliated private investors.
(7)  Property owned through Sierra-Nevada  Multifamily Investments LLC. Property
     was acquired during 1999 - average  occupancy  calculated from  acquisition
     date through year end.
(8)  Miramar  is a student  housing  project  for  Texas A&M at Corpus  Christi.
     Average  occupancy  includes  summer  which  is  normally  subject  to high
     vacancies.
(9)  Properties under lease-up at December 31, 1999. Occupancy percentage listed
     is as of March 1, 2000,  and is excluded from the December 31, 1999 average
     physical occupancy calculation.


    10

OPERATING PROPERTIES UNDER LEASE-UP

     The operating  properties  under lease-up table is  incorporated  herein by
reference from page 19 of the Company's  Annual Report to  Shareholders  for the
year ended December 31, 1999, which page is filed as Exhibit 13.1 hereto.

DEVELOPMENT PROPERTIES

     The total  budgeted cost of the  development  properties  is  approximately
$191.5 million,  with a remaining cost to complete,  as of December 31, 1999, of
approximately $47.9 million.  There can be no assurance that our budget, leasing
or occupancy  estimates will be attained for the development  properties or that
their performance will be comparable to that of our existing portfolio.

Development Properties Table

     The development  properties table is incorporated  herein by reference from
page 19 of our Annual  Report to  Shareholders  for the year ended  December 31,
1999, which is filed as Exhibit 13.1.

     Management  believes  that we  possess  the  development  capabilities  and
experience  to  provide a  continuing  source  of  portfolio  growth.  In making
development decisions,  management considers a number of factors,  including the
size of the property,  the season in which  leasing  activity will occur and the
extent to which  delivery of the  completed  apartment  homes will coincide with
leasing and  occupancy of such  apartment  homes (which is dependent  upon local
market conditions).  In order to pursue a development opportunity,  we currently
require a minimum initial  stabilized target return of 9.5%-10.5%.  This minimum
target  return  is based on  projected  market  rents and  projected  stabilized
expenses, considering the market and the nature of the prospective development.

ITEM 3. LEGAL PROCEEDINGS

     Prior to our  merger  with  Oasis,  Oasis  had been  contacted  by  certain
regulatory  agencies  with  regards to alleged  failures to comply with the Fair
Housing  Amendments  Act as it pertained to nine  properties  (seven of which we
currently own) constructed for first occupancy after March 31, 1991. On February
1, 1999,  the Justice  Department  filed a lawsuit  against us and several other
defendants  in the  United  States  District  Court for the  District  of Nevada
alleging (1) that the design and construction of these  properties  violates the
Fair  Housing  Act  and  (2)  that  we,  through  the  merger  with  Oasis,  had
discriminated  in the rental of  dwellings to persons  because of handicap.  The
complaint requests an order that (i) declares that the defendants'  policies and
practices  violate the Fair  Housing  Act;  (ii)  enjoins us from (a) failing or
refusing, to the extent possible, to bring the dwelling units and public use and
common  use areas at these  properties  and other  covered  units that Oasis had
designed  and/or  constructed  into  compliance  with the Fair  Housing Act, (b)
failing  or  refusing  to take such  affirmative  steps as may be  necessary  to
restore,  as nearly as possible,  the alleged victims of the defendants  alleged
unlawful   practices  to  positions   they  would  have  been  in  but  for  the
discriminatory   conduct  and  (c)   designing  or   constructing   any  covered
multi-family  dwellings in the future that do not contain the  accessibility and
adaptability  features set forth in the Fair Housing Act; and requires us to pay
damages, including punitive damages, and a civil penalty.

     With any  acquisition,  we plan for and  undertake  renovations  needed  to
correct  deferred  maintenance,  life/safety  and Fair Housing  matters.  We are
currently in the process of determining the extent of the alleged  noncompliance
on the  properties  discussed  above  and  the  remaining  changes  that  may be
necessitated.  At this time, we are not able to provide an estimate of costs and
expenses associated with the resolution of this matter, however, management does
not expect the amount to be material.  There can be no assurance that we will be
successful in the defense of the Justice Department action.

     We are subject to various  legal  proceedings  and claims that arise in the
ordinary course of business.  These matters are generally  covered by insurance.
While the  resolution  of these  matters  cannot be  predicted  with  certainty,
management  believes  that the final  outcome  of such  matters  will not have a
material adverse effect on our consolidated financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter  was  submitted  during the  fourth  quarter  of the fiscal  year
covered by this report to a vote of security  holders,  through the solicitation
of proxies or otherwise.

    11

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Information with respect to this Item 5 is incorporated herein by reference
from page 48 of our Annual Report to  Shareholders  for the year ended  December
31, 1999, which is filed as Exhibit 13.1. The number of holders of record of our
common shares, $0.01 par value, as of March 1, 2000, was 1,186.

ITEM 6. SELECTED FINANCIAL DATA

     Information with respect to this Item 6 is incorporated herein by reference
from pages 49 and 50 of our  Annual  Report to  Shareholders  for the year ended
December 31, 1999, which is filed as Exhibit 13.1.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     Information with respect to this Item 7 is incorporated herein by reference
from pages 17 through 27 of our Annual Report to Shareholders for the year ended
December 31, 1999, which is filed as Exhibit 13.1.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information  with  respect  to  this  Item  7A is  incorporated  herein  by
reference  from pages  23 and 24 of our Annual  Report to  Shareholders  for the
year ended December 31, 1999, which is filed as Exhibit 13.1.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Our financial  statements and supplementary  financial  information for the
years ended  December  31,  1999,  1998 and 1997 are listed in the  accompanying
Index to Consolidated Financial Statements and Supplementary Data at F-1 and are
incorporated  herein by reference  from pages 28 through 48 of our Annual Report
to Shareholders  for the year ended December 31, 1999, which is filed as Exhibit
13.1.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     None.

    12

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information  with respect to this Item 10 is incorporated by reference from
our Proxy  Statement,  which we intend  to file  on or before  March 30, 2000 in
connection with the Annual Meeting of Shareholders to be held May 4, 2000.

ITEM 11. EXECUTIVE COMPENSATION

     Information  with respect to this Item 11 is incorporated by reference from
our Proxy  Statement,  which we intend  to file  on or before  March 30, 2000 in
connection with the Annual Meeting of Shareholders to be held May 4, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information  with respect to this Item 12 is incorporated by reference from
our Proxy  Statement,  which we intend  to  file on or before  March 30, 2000 in
connection with the Annual Meeting of Shareholders to be held May 4, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  with respect to this Item 13 is incorporated by reference from
our Proxy  Statement,  which we intend  to file  on or before  March 30, 2000 in
connection with the Annual Meeting of Shareholders to be held May 4, 2000.


    13

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  (1) Financial Statements:

         Our financial  statements and supplementary  financial  information for
     the  years  ended  December  31,  1999,  1998 and 1997  are  listed  in the
     accompanying Index to Consolidated  Financial  Statements and Supplementary
     Data at F-1 and are incorporated  herein by reference from pages 28 through
     48 of our Annual Report to the Shareholders for the year ended December 31,
     1999, which pages are filed as Exhibit 13.1 hereto.

     (2) Financial Statement Schedule:

         The financial  statement  schedule listed in the accompanying  Index to
     Consolidated  Financial  Statements and  Supplementary  Data at page F-1 is
     filed as part of this Report.

     (3) Index to Exhibits:

     NUMBER                             TITLE

     2.1    Agreement and Plan of Merger,  dated as of December 16, 1996,  among
            Camden Property Trust,  Camden  Subsidiary,  Inc. and Paragon Group,
            Inc.  Incorporated by reference from Exhibit 99.2 to Camden Property
            Trust's Form 8-K filed December 18, 1996 (File No. 1-12110).

     2.2    Agreement and Plan of Merger,  dated December 16, 1997, among Camden
            Property Trust,  Camden  Subsidiary II, Inc. and Oasis  Residential,
            Inc.  Incorporated  by reference from Exhibit 2.1 to Camden Property
            Trust's Form 8-K filed December 17, 1997 (File No. 1-12110).

     2.3    Amendment  No. 1, dated  February 4, 1998, to the Agreement and Plan
            of Merger,  dated December 16, 1997,  among Camden  Property  Trust,
            Camden Subsidiary II, Inc. and Oasis Residential,  Inc. Incorporated
            by reference  from Exhibit 2.1 to Camden  Property  Trust's Form 8-K
            filed February 5, 1998 (File No. 1-12110).

     2.4    Contribution  Agreement,  dated June 26, 1998, by and between Camden
            Subsidiary,  Inc. and Sierra-Nevada  Multifamily  Investments,  LLC.
            Incorporated  by  reference  from  Exhibit  2.1 to  Camden  Property
            Trust's Form 8-K filed July 15, 1998 (File No. 1-12110).

     2.5    Agreement of Purchase and Sale,  dated June 26, 1998, by and between
            Camden Subsidiary,  Inc. and Sierra-Nevada  Multifamily Investments,
            LLC.  Incorporated  by reference from Exhibit 2.2 to Camden Property
            Trust's Form 8-K filed July 15, 1998 (File No. 1-12110).

     2.6    Agreement of Purchase and Sale,  dated June 26, 1998, by and between
            NQRS,  Inc.  and   Sierra-Nevada   Multifamily   Investments,   LLC.
            Incorporated  by  reference  from  Exhibit  2.3 to  Camden  Property
            Trust's Form 8-K filed July 15, 1998 (Filed No. 1-12110).

     3.1    Amended and Restated  Declaration of Trust of Camden Property Trust,
            as amended.  Incorporated  by  reference  from Exhibit 3.1 to Camden
            Property  Trust's  Form 10-K for the year ended  December  31,  1993
            (File No. 1-12110).

     3.2    Amendment  to  the  Amended  and  Restated   Declaration  of  Trust.
            Incorporated  by  reference  from  Exhibit  3.1 to  Camden  Property
            Trust's Form 10-Q filed August 14, 1997 (File No. 1-12110).

     3.3    Second Amended and Restated  Bylaws.  Incorporated by reference from
            Exhibit 3.3 to Camden Property  Trust's Form 10-K for the year ended
            December 31, 1997 (File No. 1-12110).

     4.1    Specimen  certificate  for  Common  Shares of  Beneficial  Interest.
            Incorporated  by  reference  from  Exhibit  4.1 to  Camden  Property
            Trust's Registration Statement on Form S-11 filed September 15, 1993
            (File No. 33-68736).

    14


     4.2    Indenture  dated as of April 1, 1994 by and between Camden  Property
            Trust  and  The  First   National   Bank  of  Boston,   as  Trustee.
            Incorporated  by  reference  from  Exhibit  4.3 to  Camden  Property
            Trust's  Statement  on Form  S-11  filed  April 12,  1994  (File No.
            33-76244).

     4.3    Form of Convertible Subordinated Debenture Due 2001. Incorporated by
            reference from Exhibit 4.3 to Camden Property  Trust's  Statement on
            Form S-11 filed April 12, 1994 (File No. 33-76244).

     4.4    Indenture  dated as of February  15, 1996  between  Camden  Property
            Trust  and the U.S.  Trust  Company  of  Texas,  N.A.,  as  Trustee.
            Incorporated  by  reference  from  Exhibit  4.1 to  Camden  Property
            Trust's Form 8-K filed February 15, 1996 (File No. 1-12110).

     4.5    First  Supplemental  Indenture dated as of February 15, 1996 between
            Camden  Property  Trust and U.S.  Trust  Company of Texas  N.A.,  as
            trustee.  Incorporated  by  reference  from  Exhibit  4.2 to  Camden
            Property  Trust's  Form  8-K  filed  February  15,  1996  (File  No.
            1-12110).

     4.6    Form of Camden Property Trust 6 5/8% Note due 2001.  Incorporated by
            reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed
            February 15, 1996 (File No. 1-12110).

     4.7    Form of  Camden  Property  Trust 7% Note due 2006.  Incorporated  by
            reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed
            December 2, 1996 (File No. 1-12110).

     4.8    Specimen  certificate  for Camden  Series A  Cumulative  Convertible
            Shares of  Beneficial  Interest.  Incorporated  from  Exhibit 4.3 to
            Camden  Property  Trust's  Registration  Statement on Form S-4 filed
            February 6, 1998 (File No. 333-45817).

     4.9    Statement  of  Designation,  Preferences  and  Rights  of  Series  A
            Cumulative  Convertible  Preferred  Shares of  Beneficial  Interest.
            Incorporated  by  reference  from  Exhibit  4.1 to  Camden  Property
            Trust's  Registration  Statement on Form S-4 filed  February 6, 1998
            (File No. 333-45817).

     4.10   Form of Statement of Designation  of Series B Cumulative  Redeemable
            Preferred Shares of Beneficial  Interest.  Incorporated by reference
            from Exhibit 4.1 to Camden Property  Trust's Form 8-K filed on March
            10, 1999 (File No. 1-12110).

     4.11*  Form of Statement of  Designation of Series C Cumulative  Redeemable
            Perpetual Preferred Shares of Beneficial Interest of Camden Property
            Trust.

     4.12*  Form  of  First  Amendment  to Statement  of  Designation  of Series
            C Cumulative  Redeemable  Perpetual  Preferred  Shares of Beneficial
            Interest of Camden Property Trust.

     4.13*  Form of  Second  Amendment to  Statement of  Designation  of  Series
            C Cumulative  Redeemable  Perpetual  Preferred  Shares of Beneficial
            Interest of Camden Property Trust.

     4.14   Form of  Underwriting  Agreement among Camden Property Trust and the
            Underwriters  dated  April 15, 1999  relating to the  offering of 7%
            notes due 2004.  Incorporated  by  reference  from  Camden  Property
            Trust's Form 8-K filed April 20, 1999 (File No. 1-12110).

     4.15   Form of  Camden  Property  Trust 7% Note due 2004.  Incorporated  by
            reference from Camden Property  Trust's For 8-K filed April 20, 1999
            (File No. 1-12110).

     10.1   Form of  Indemnification  Agreement by and between  Camden  Property
            Trust and  certain of its trust  managers  and  executive  officers.
            Incorporated  by reference  from Exhibit 10.18 to Amendment No. 1 of
            Camden Property  Trust's  Registration  Statement on Form S-11 filed
            July 9, 1993 (File No. 33-63588).

    15

     10.2   Amended and Restated  Employment  Agreement  dated August 7, 1998 by
            and between Camden Property Trust and Richard J. Campo. Incorporated
            by reference from Exhibit 10.4 to Camden Property  Trust's Form 10-K
            filed March 30, 1999 (File No. 1-12110).

     10.3   Amended and Restated  Employment  Agreement  dated August 7, 1998 by
            and between Camden Property Trust and D. Keith Oden. Incorporated by
            reference  from  Exhibit 10.5 to Camden  Property  Trust's Form 10-K
            filed March 30, 1999 (File No. 1-12110).

     10.4   Form of Employment  Agreement by and between  Camden  Property Trust
            and certain senior  executive  officers.  Incorporated  by reference
            from Exhibit 10.13 to Camden Property  Trust's Form 10-K filed March
            28, 1997 (File No. 1-12110).

     10.5   Camden  Property Trust Key Employee Share Option Plan.  Incorporated
            by reference from Exhibit 10.14 to Camden Property Trust's Form 10-K
            filed March 28, 1997 (File No. 1-12110).

     10.6   Distribution  Agreement  dated March 20, 1997 among Camden  Property
            Trust and the Agents  listed  therein  relating  to the  issuance of
            Medium Term Notes.  Incorporated  by  reference  from Exhibit 1.1 to
            Camden  Property  Trust's  Form 8-K filed  March 21,  1997 (File No.
            1-12110).

     10.7   Form of Master  Exchange  Agreement by and between  Camden  Property
            Trust and certain key  employees.  Incorporated  by  reference  from
            Exhibit 10.16 to Camden Property Trust's Form 10-K filed February 6,
            1998 (File No. 1-12110).

     10.8   Form of Credit  Agreement  dated  August 18,  1999  between  Bank of
            America,  N.A. and Camden Property Trust.  Incorporated by reference
            from Camden Property Trust's Form 10-Q filed November 15, 1999 (File
            No. 1-12110).

     10.9   Form the Third Amended and Restated Agreement of Limited Partnership
            of Camden  Operating,  L.P.  Incorporated  by reference from Exhibit
            10.1 to Camden Property  Trust's Form S-4 filed on February 26, 1997
            (File No. 333-22411).

     10.10  Amended  and  Restated  Limited   Liability   Company  Agreement  of
            Sierra-Nevada  Multifamily Investments,  LLC, adopted as of June 29,
            1998 by Camden Subsidiary, Inc. and TMT-Nevada,  L.L.C. Incorporated
            by reference from Exhibit 99.1 to Camden  Property  Trust's Form 8-K
            filed July 15, 1998 (File No. 1-12110).

     10.11  Amended and Restated Limited  Liability  Company  Agreement of Oasis
            Martinique,  LLC,  dated as of October 23, 1998,  by and among Oasis
            Residential,  Inc. and the persons named  therein.  Incorporated  by
            reference  from Exhibit  10.59 to Oasis  Residential,  Inc.'s Annual
            Report on Form 10-K for the year ended  December  31, 1997 (File No.
            1-12428).

     10.12  Exchange Agreement, dated as of October 23, 1998, by and among Oasis
            Residential,  Inc.,  Oasis  Martinique,  LLC and the holders  listed
            thereon.  Incorporated  by  reference  from  Exhibit  10.60 to Oasis
            Residential,  Inc.'s  Annual  Report on Form 10-K for the year ended
            December 31, 1997 (File No. 1-12428).

     10.13  Contribution Agreement,  dated as of February 23, 1999, by and among
            Belcrest Realty Corporation,  Belair Real Estate Corporation, Camden
            Operating, L.P. and Camden Property Trust. Incorporated by reference
            from Exhibit 99.1 to Camden Property Trust's Form 8-K filed on March
            10, 1999 (File No. 1-12110).

     10.14  First  Amendment to Third Amended and Restated  Agreement of Limited
            Partnership  of Camden  Operating,  L.P.,  dated as of February  23,
            1999. Incorporated by reference from Exhibit 99.2 to Camden Property
            Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110).

    16

     10.15* Form of Second Amendment to Third Amended and Restated  Agreement of
            Limited  Partnership of Camden  Operating,  L.P., dated as of August
            13, 1999.

     10.16* Form of Third  Amendment to Third Amended and Restated  Agreement of
            Limited Partnership of Camden Operating, L.P., dated as of September
            7, 1999.

     10.17* Form of Fourth Amendment to Third Amended and Restated  Agreement of
            Limited  Partnership of Camden Operating,  L.P., dated as of January
            7, 2000.

     10.18* Amended and Restated 1993 Share  Incentive  Plan of Camden  Property
            Trust.

     10.19* Camden Property Trust 1999 Employee Share Purchase Plan.

     10.20* Form of  Senior Executive  Loan  Guaranty between  Camden  Operating
            L.P., Camden USA, Inc. and Bank One, NA.

     11.1*  Statement re Computation of Per Share Earnings.

     12.1*  Statement re Computation of Ratios

     13.1*  Selected  pages  of the  Camden  Property  Trust  Annual  Report  to
            Shareholders for the year ended December 31, 1999.

     21.1*  Subsidiaries of Camden Property Trust.

     23.1*  Consent of Deloitte & Touche LLP.

     24.1*  Powers of Attorney  for Richard J. Campo,  D. Keith Oden,  G. Steven
            Dawson,  William R. Cooper,  George A. Hrdlicka,  Scott S. Ingraham,
            Lewis A. Levey, F. Gardner Parker and Steven A. Webster.

     27.1*  Financial Data Schedule (filed only electronically with the SEC).

___________________


*Filed herewith.

14(b) Reports on Form 8-K

     Camden  Property Trust did not file any Current  Reports on Form 8-K during
the fourth quarter of 1999.

    17

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  Camden  Property  Trust has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly authorized.

March 28, 2000
                                        CAMDEN PROPERTY TRUST


                                        By: /S/G. STEVEN DAWSON
                                            ---------------------
                                        G. Steven Dawson
                                        Senior Vice President - Finance,
                                        Chief Financial Officer, Treasurer
                                           and Secretary



                                        By: /S/DENNIS M. STEEN
                                            ---------------------
                                        Dennis M. Steen
                                        Vice President - Controller and
                                        Chief Accounting Officer (Principal
                                           Accounting Officer)


    18


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has been  signed  below by the  following  persons  on  behalf of Camden
Property Trust and in the capacities and on the dates indicated.


        NAME                                TITLE                      DATE


          *                   Chairman of the Board of Trust     March 28, 2000
- --------------------------    Managers  and  Chief Executive
Richard J. Campo              Officer  (Principal  Executive
                              Officer)


          *                   President,   Chief   Operating     March 28, 2000
- --------------------------    Officer and Trust Manager
D. Keith Oden


   /S/G. STEVEN DAWSON        Senior Vice President-Finance,     March 28, 2000
- --------------------------    Chief Financial Officer,
G. Steven Dawson              Treasurer and Secretary
                              (Principal Financial Officer)


   /S/DENNIS M. STEEN         Vice President-Controller and      March 28, 2000
- --------------------------    Chief Accounting Officer
Dennis M. Steen               (Principal Accounting
                              Officer)


          *                   Trust Manager                      March 28, 2000
- --------------------------
William R. Cooper


          *                   Trust Manager                      March 28, 2000
- --------------------------
George A. Hrdlicka


          *                   Trust Manager                      March 28, 2000
- --------------------------
Scott S. Ingraham


          *                   Trust Manager                      March 28, 2000
- --------------------------
Lewis A. Levey


          *                   Trust Manager                      March 28, 2000
- --------------------------
F. Gardner Parker


          *                   Trust Manager                      March 28, 2000
- --------------------------
Steven A. Webster


*By: /S/G. STEVEN DAWSON
    ----------------------
       G. Steven Dawson
       Attorney-in-Fact

    19

        INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  following  financial  statements  of  Camden  Property  Trust  and its
subsidiaries required to be included in Item 14(a)(1) are listed below:


CAMDEN PROPERTY TRUST                                                      Page

Independent Auditors' Report (included herein) . . . . . . . . . . . . . .  F-2

Financial Statements (incorporated by reference under Item 8 of Part II from
   pages 28 through 48 of our Annual Report to Shareholders
   for the year ended December 31, 1999):

      Independent Auditors' Report
      Consolidated   Balance   Sheets  as  of  December   31,  1999  and  1998
      Consolidated  Statements  of  Operations  for the Years  Ended  December
        31,1999, 1998 and 1997
      Consolidated Statements of Shareholders' Equity for the Years Ended
        December 31, 1999, 1998 and 1997
      Consolidated Statements of Cash Flows for the Years Ended December
        31, 1999, 1998 and 1997
      Notes to Consolidated Financial Statements

     The following  financial  statement  supplementary  data of Camden Property
Trust and its  subsidiaries  required to be included in Item  14(a)(2) is listed
below:

Schedule III  -- Real Estate and Accumulated Depreciation . . . . . . . . . S-1


    20

INDEPENDENT AUDITORS' REPORT

To the Shareholders of Camden Property Trust

We have audited the consolidated  financial  statements of Camden Property Trust
("Camden") as of December 31, 1999 and 1998,  and for each of the three years in
the period ended  December 31, 1999,  and have issued our report  thereon  dated
February 4, 2000; such consolidated financial statements and report are included
in your  1999  Annual  Report to  Shareholders  and are  incorporated  herein by
reference.  Our audits also included the financial  statement schedule of Camden
Property  Trust,  listed in Item 14. This  financial  statement  schedule is the
responsibility  of  Camden's  management.  Our  responsibility  is to express an
opinion based on our audits. In our opinion,  such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole,  presents fairly in all material  respects the information set forth
therein.



DELOITTE & TOUCHE LLP

Houston, Texas
February 4, 2000


    21

                              CAMDEN PROPERTY TRUST
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1999
(In thousands)



                                                                                      Cost
                                                                                   Capitalized
                                                                                   Subsequent
                                                                                      to
                                                                                   Acquisition
                                                              Initial Cost to         or
 Description                               Encumbrances    Camden Property Trust   Development
- ----------------------------------------  --------------  ----------------------- -------------
                                                                    Building and
 PROPERTY NAME                 Location                     Land    Improvements
- ----------------------------- ----------                  -------- --------------
                                                       
Apartments                        TX         $ 29,847     $129,146  $   656,743   $   55,992
Apartments                        AZ            8,079       17,074      116,760        4,537
Apartments                        CA           70,243       43,687       83,476        6,709
Apartments                        CO           33,114       21,000      154,556        1,755
Apartments                        FL           22,572       45,975      324,262       16,037
Apartments                        KY           18,440        5,107       52,645        1,480
Apartments                        MO           53,441       21,590      141,448        9,416
Apartments                        NV           94,935       59,412      406,347        8,524
Apartments                        NC           13,795       11,842       75,099        7,008
Properties under Development      AZ                         2,222        8,278
Properties under Development      NV                         7,464        9,479
Properties under Development      CO                           907        6,580
Properties under Development      CA                        31,086       12,436
Properties under Development      FL                         1,195        6,100
Properties under Development      KY                                     10,090
Properties under Development      TX                        55,161       27,540
                                          --------------  -------- -------------- -------------
     Total                                   $344,466     $452,868  $ 2,091,839   $  111,458
                                          ==============  ======== ============== =============






                                                Gross Amount at Which         Accumulated        Constructed    Depreciable
 Description                               Carried at December 31, 1999(a)    Depreciation(a)    or Acquired    Life(Years)
- ----------------------------------------  ---------------------------------  --------------     -------------  -------------

 PROPERTY NAME                 Location     Land      Building     Total
- ----------------------------- ----------  -------- ------------ -----------
                                                                                          
Apartments                        TX      $129,146 $   712,735  $   841,881   $   126,606         1993-1999        3-35
Apartments                        AZ        17,074     121,297      138,371        16,541         1994-1999        3-35
Apartments                        CA        43,687      90,185      133,872         4,306         1998-1999        3-35
Apartments                        CO        21,000     156,311      177,311         6,613         1998-1999        3-35
Apartments                        FL        45,975     340,299      386,274        29,840         1997-1999        3-35
Apartments                        KY         5,107      54,125       59,232         5,693         1997-1999        3-35
Apartments                        MO        21,590     150,864      172,454        21,376         1997-1998        3-35
Apartments                        NV        59,412     414,871      474,283        25,471         1998-1999        3-35
Apartments                        NC        11,842      82,107       93,949        17,099            1997          3-35
Properties under Development      AZ         2,222       8,278       10,500                       1998-1999
Properties under Development      NV         7,464       9,479       16,943                       1998-1999
Properties under Development      CO           907       6,580        7,487                       1994-1999
Properties under Development      CA        31,086      12,436       43,522                       1998-1999
Properties under Development      FL         1,195       6,100        7,295                       1998-1999
Properties under Development      KY                    10,090       10,090                       1997-1999
Properties under Development      TX        55,161      27,540       82,701                       1995-1999
                                          -------- ------------  ----------- --------------
     Total                                $452,868 $ 2,203,297   $ 2,656,165 $    253,545
                                          ======== ============  =========== ==============



(a)  The aggregate cost for federal income tax purposes at December 31,1999 was
     $2.2 billion.

    22

THE CHANGES IN TOTAL REAL ESTATE  ASSETS FOR THE YEARS ENDED  DECEMBER 31, 1999,
1998 AND 1997 ARE AS FOLLOWS:




                                                                                   1999          1998          1997
                                                                                -----------  ------------  ------------
                                                                                                  
Balance, beginning of period                                                    $2,455,458   $ 1,382,049   $   646,545
Additions during period:
   Acquisition - Oasis                                                                 888       997,049
   Acquisition - Paragon                                                                                       618,292
   Acquisition - other                                                                           139,199        45,830
   Development                                                                     188,506       193,212        91,203
   Improvements                                                                     33,366        26,108        13,308
Deductions during period:
   Cost of real estate sold - Sierra Nevada transaction                                         (237,423)
   Cost of real estate sold - other                                                (22,053)      (44,736)      (33,129)
                                                                                -----------  ------------  ------------
Balance, end of period                                                          $2,656,165   $ 2,455,458   $ 1,382,049
                                                                                ===========  ============  ============


THE CHANGES IN ACCUMULATED  DEPRECIATION  FOR THE YEARS ENDED DECEMBER 31, 1999,
1998 AND 1997 ARE AS FOLLOWS:




                                                                                   1999          1998          1997
                                                                                -----------  ------------  ------------
                                                                                                  
Balance, beginning of period                                                    $  167,560   $    94,665   $    56,369
   Depreciation                                                                     87,491        76,740        43,769
   Real estate sold                                                                 (1,506)       (3,845)       (5,473)
                                                                                -----------  ------------  ------------
Balance, end of period                                                          $  253,545   $   167,560   $    94,665
                                                                                ===========  ============  ============


                                       S-1