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                                                                    EXHIBIT 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



                                   ARTICLE ONE

     CAMDEN  PROPERTY  TRUST (the  "COMPANY"),  pursuant  to the  provisions  of
Section 3.30 of the Texas Real Estate  Investment  Trust Act (the "TREITA"),  on
August 13, 1999, adopted a Statement of Designation of 8.25% Series C Cumulative
Redeemable Perpetual Preferred Shares of Beneficial Interest of the Company (the
"INITIAL  STATEMENT")  prior  to the  issuance  of  shares  of  8.25%  Series  C
Cumulative  Redeemable Perpetual Preferred Shares of Beneficial  Interest,  such
series of unissued  shares having been  established by a resolution duly adopted
by all  necessary  action  on the  part of the  Company  and the  Board of Trust
Managers,  as provided for in the Amended and Restated Declaration of Trust (the
"DECLARATION  OF TRUST").  The Company  hereby  amends the Initial  Statement to
increase the number of shares of 8.25% Series C Cumulative  Redeemable Perpetual
Preferred  Shares of  Beneficial  Interest  designated  pursuant  to the Initial
Statement.

                                   ARTICLE TWO

     The name of the Company is Camden Property Trust.
                                  ARTICLE THREE

     Pursuant to the authority conferred upon the Board of Trust Managers by the
Declaration  of  Trust  and  Section  3.30 of the  TREITA,  the  Board  of Trust
Managers,  pursuant  to  Section  10.20  of the  TREITA,  adopted  a  resolution
increasing  the  authorized  number  of  8.25%  Series C  Cumulative  Redeemable
Perpetual  Preferred Shares of Beneficial  Interest of the Company, as set forth
in the true and correct copy of the resolution attached hereto AS EXHIBIT A (the
"DESIGNATING RESOLUTION").

                                  ARTICLE FOUR

     The Designating Resolution was adopted effective as of September 7, 1999.

                                  ARTICLE FIVE

     The Designating  Resolution was duly adopted by all necessary action on the
part of the Company.

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     IN  WITNESS  WHEREOF,  the  undersigned  officer  has  executed  this First
Amendment to Statement of Designation effective as of September 7, 1999.


                                   CAMDEN PROPERTY TRUST


                                   By:__________________________________________
                                        Name:
                                        Title:



                                   Notary Public, State of Texas



                                   Printed Name of Notary

                                   My Commission Expires:



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                                    EXHIBIT A

                             DESIGNATING RESOLUTION
                             BOARD OF TRUST MANAGERS
                              CAMDEN PROPERTY TRUST

                                SEPTEMBER 7, 1999

                 AUTHORIZATION OF ADDITIONAL SERIES C CUMULATIVE
               CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST

     WHEREAS,  the  Board  of Trust  Managers  of  Camden  Property  Trust  (the
"COMPANY")  has  established a series of preferred  shares  designated as "8.25%
Series  C  Cumulative   Redeemable  Perpetual  Preferred  Shares  of  Beneficial
Interest" (the "SERIES C PREFERRED SHARES") pursuant to that certain Designating
Resolution adopted effective as of August 13, 1999; and

     WHEREAS,  the  Board  of Trust  Managers  has  deemed  it to be in the best
interests  of the Company and its  shareholders  for the Company to increase the
number of authorized Series C Preferred Shares pursuant to the authority granted
to the Board of Trust Managers in the Amended and Restated  Declaration of Trust
(the "DECLARATION OF TRUST") of the Company.

     NOW, THEREFORE,  BE IT RESOLVED,  that, pursuant to the authority vested in
the Board of Trust Managers by the Declaration of Trust, the aggregate number of
shares of Beneficial Interest of Series C Preferred Shares shall be 1,420,000.

     FURTHER  RESOLVED,  that any and all acts and deeds of any officer or Trust
Manager of the  company  taken prior to the date hereof on behalf of the Company
with regard to the  foregoing  resolutions  are hereby  approved,  ratified  and
confirmed in all respects as and for the acts and deeds of the Company.

     FURTHER  RESOLVED,  that the  officers  of the Company be, and each of them
hereby is,  severally and without the necessity for joinder of any other person,
authorized,  empowered  and  directed  to execute  and  deliver any and all such
further documents and instruments and to do and perform any and all such further
acts and deeds that may be necessary or  advisable to  effectuate  and carry out
the  purposes  and  intents of the  foregoing  resolutions,  including,  but not
limited to, the filing of a statement  with the County  Clerk of Harris  County,
Texas,  amending the designation of Series C Preferred Shares  established as of
August 13,  1999,  pursuant to Section  3.30 of TREITA,  all such  actions to be
performed in such manner,  and all such documents and instruments to be executed
and  delivered in such form,  as the officer  performing  or executing  the same
shall  approve,  the  performance  or  execution  thereof by such  officer to be
conclusive  evidence of the approval thereof by such officer and by the Board of
Trust Managers.