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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

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



       Date of report (Date of earliest event reported): February 12, 2001



                              CAMDEN PROPERTY TRUST
             (Exact name of Registrant as specified in its Charter)


       TEXAS                       1-12110                      76-6088377

   (State or other         (Commission file number)          (I.R.S. Employer
   jurisdiction of                                        Identification Number)
incorporation or organization)

             Three Greenway Plaza, Suite 1300, Houston, Texas 77046
               (Address of principal executive offices) (Zip Code)


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



                                 Not applicable
          (Former name or former address, if changed since last report)

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Item 5.    Other Events.

     Camden  Property  Trust,  a  Texas  real  estate   investment   trust  (the
"Company"),  has completed an offering of $50,000,000 aggregate principal amount
of its 7% Notes due  February  15,  2006 (the  "2006  Notes")  and  $150,000,000
aggregate  principal amount of its 7.625% Notes due February 15, 2011 (the "2011
Notes" and,  together  with the 2006 Notes,  the  "Notes") as  described  in the
Company's  Prospectus  Supplement  dated  February  7,  2001  to  the  Company's
Prospectus dated January 12, 2000 (the "Notes Offering").  The Notes were issued
pursuant to the Company's existing shelf registration statement.

     The 2006  Notes  bear  interest  at 7% per year  and the  2011  Notes  bear
interest  at 7.625% per year.  Interest on each series of Notes will accrue from
February  12,  2001,  with  interest  payable  each  February  15 and  August 15
beginning  August 15, 2001.  The 2006 Notes will mature on February 15, 2006 and
the 2011  Notes  will  mature on  February  15,  2011.  Each  series of Notes is
redeemable  at any time at the option of the Company,  in whole or in part, at a
redemption  price  equal to the  principal  amount and  accrued  interest of the
respective series of Notes being redeemed, plus a make-whole premium.

     The 2006 Notes were  offered to the public at 99.522% of their face  amount
and the 2011 Notes were  offered to the public at 99.544% of their face  amount.
The Notes Offering was  underwritten  by Banc of America  Securities  LLC, Chase
Securities  Inc.,  Merrill Lynch & Co.,  Merrill Lynch,  Pierce,  Fenner & Smith
Incorporated, ABN AMRO Incorporated, Banc One Capital Markets, Inc., Commerzbank
Capital  Markets  Corp.,  Credit  Suisse First Boston  Corporation,  First Union
Securities,  Inc. and Wachovia Securities, Inc. (the "Underwriters") pursuant to
the Underwriting Agreement among the Company and the Underwriters dated February
7, 2001.  The Notes were issued under an Indenture  between the Company and U.S.
Trust Company of Texas, N.A., as trustee.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)   Exhibits.

               1.1  Form of  Underwriting  Agreement  among the  Company and the
                    Underwriters  dated  February 7, 2001  relating to the Notes
                    Offering.

               4.1  Indenture  dated as of February 15, 1996 between the Company
                    and U.S. Trust Company of Texas,  N.A., as trustee (filed as
                    Exhibit  4.1 to the  Company's  Current  Report  on Form 8-K
                    dated   February  15,  1996  and   incorporated   herein  by
                    reference).

               4.2  First  Supplemental  Indenture dated as of February 15, 1996
                    (filed as Exhibit  4.2 to the  Company's  Current  Report on
                    Form 8-K dated February 15, 1996 and incorporated  herein by
                    reference).

               4.3  Form of Camden Property Trust 7% Note due February 15, 2006.

               4.4  Form of Camden  Property  Trust 7.625% Note due February 15,
                    2011.

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                                   SIGNATURES


           Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: February 12, 2001
                             CAMDEN PROPERTY TRUST



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


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                              CAMDEN PROPERTY TRUST
                                INDEX TO EXHIBITS

EXHIBIT
- -------

1.1       Form of Underwriting  Agreement among the Company and the
          Underwriters dated February 7, 2001 relating to the Notes
          Offering.

4.1       Indenture  dated  as  of  February 15, 1996  between  the
          Company and U.S. Trust Company of Texas, N.A., as trustee
          (filed as Exhibit 4.1 to the Company's Current  Report on
          Form 8-K dated February  15, 1996 and incorporated herein
          by reference).

4.2       First  Supplemental  Indenture dated  as of  February 15,
          1996  (filed as  Exhibit 4.2  to  the  Company's  Current
          Report   on  Form   8-K  dated   February  15,  1996  and
          incorporated herein by reference).

4.3       Form  of Camden Property Trust  7% Note  due February 15,
          2006.

4.4       Form of  Camden  Property Trust  7.625% Note due February
          15, 2011.