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, 2000
                                       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,             New York Stock Exchange
$.01 par value 7.33% Convertible                  New York Stock Exchange
Subordinated Debentures due 2001
$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 $1,175,354,257 at March 16, 2001.

The number of common shares of beneficial interest outstanding at March 16, 2001
was 38,114,218.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  registrant's  Annual Report to Shareholders  for the year ended
December 31, 2000 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 15, 2001 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, 2000, we owned interests in and operated 145 multifamily properties
containing 51,336 apartment homes located in nine states. These properties had a
weighted  average  occupancy  rate of 94% for the year ended  December 31, 2000.
This represents the average occupancy for all our properties in 2000 weighted by
the  number of  apartment  homes in each  property.  Additionally,  three of our
multifamily  properties  containing 1,538 apartment homes were under development
at December 31, 2000. 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.

     At December 31, 2000, we had 1,735 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.

     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.

  3

     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.

     Properties  under  development  in our  consolidated  financial  statements
includes  $101.9 million related to the development of three urban land projects
located in Dallas,  Houston and Long Beach,  California.  Of this amount,  $47.2
million  relates to our two current  development  projects - The Park at Farmers
Market  in  Dallas  and The  Park at  Harbour  View  in Long  Beach.  We have an
additional $22.3 million invested in Dallas,  which may be used for the proposed
future development of Farmers Market,  Phase II, and we are also in the planning
phase of for-sale  townhomes  in this area.  We have $32.4  million  invested in
additional land under  development in Houston and Long Beach.  These  properties
are in the planning phase to determine further development of apartment homes in
these areas, based on demand expectations, over the next three to five years. We
may also sell  certain  parcels of all three  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.  Additionally, over
the next three years,  we will continue  rebalancing our portfolio with the goal
of  limiting  any one  market to no more than 12% of total real  estate  assets.
Dispositions  during 2000 included four parcels of  undeveloped  land and eleven
properties  containing 3,599 apartment  homes.  For the eleven  properties sold,
three were located in each of Houston, Dallas and Las Vegas, and one was located
in each of St. Louis and El Paso. As a result of these sales, we have exited the
El Paso market,  reduced the number of assets in our three  largest  markets and
believe that we have  improved  the overall  quality and  geographic  mix of our
portfolio. The land sales consisted of two parcels totaling 2.9 acres located in
downtown  Dallas and one parcel  totaling 38.5 acres  located in Houston.  These
parcels of land are adjacent to our land  development  projects located in those
cities,  and were sold for commercial and retail use. Our strategy regarding the
undeveloped  land  sales  has  been to  integrate  the  residential  and  retail
components in such a way that enhances the quality of life for our residents. We

  4

used the net proceeds from all sales during 2000,  totaling $150.1  million,  to
reduce indebtedness outstanding under our unsecured line of credit.

     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 can better  respond to changing  conditions in each
market, reduce market risk and 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.

     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.

  5

     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, do not rely on these forward-looking statements.
These  forward-looking  statements represent our estimates and assumptions as of
the date of this  report.  We assume  no  obligation  to  update  or revise  any
forward-looking statements.

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 145  properties,  which we owned  interests in and
operated at December 31, 2000, average 848 square feet of living area.

Operating Properties

     For the  year  ended  December  31,  2000,  no  single  operating  property
accounted for greater than 2.4% of our total revenues.  The operating properties
had a  weighted  average  occupancy  rate  of 94%  and  93% in  2000  and  1999,
respectively.  Resident lease terms  generally range from six to thirteen months
and usually require security  deposits.  One hundred twenty-six 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 - 2000                                     49
                1988 - 1993                                     26
                1983 - 1987                                     50
                1978 - 1982                                     11
                1973 - 1977                                      6
                1967 - 1972                                      3

Property Table

     The following  table sets forth  information  with respect to our operating
properties at December 31, 2000.

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OPERATING PROPERTIES
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                             December 2000 Avg.
                                                                                                              Mo. Rental Rates
                                      Number of   Year Placed Average Apartment 2000 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              95 %   $    732        $    0.79
     Arizona Center, The Park at (7)     332         2000              786        Lease-up          820             1.04
     Fountain Palms, The Park at         192       1986/1996         1,050              97          750             0.71
     Scottsdale Legacy                   428         1996            1,067              92          901             0.84
     Towne Center, The Park at           240         1998              871              96          760             0.87
     Vista Valley, The Park at           357         1986              923              92          720             0.78
  Tucson
     Eastridge                           456         1984              559              90          461             0.83
     Oracle Villa                        365         1974            1,026              91          711             0.69
CALIFORNIA
  Orange County
     Martinique                          713         1986              795              96        1,162             1.46
     Parkside                            421         1972              835              97          992             1.19
     Sea Palms                           138         1990              891              98        1,137             1.28
COLORADO
  Denver
     Caley, The Park at (2)              218         2000              925              96          981             1.06
     Centennial, The Park at             276         1985              744              97          813             1.09
     Deerwood, The Park at               342         1996            1,141              95        1,206             1.06
     Denver West, The Park at (4)        321         1997            1,015              97        1,195             1.18
     Interlocken, The Park at            340         1999            1,022              97        1,191             1.16
     Lakeway, The Park at                451         1997              919              95        1,043             1.13
     Park Place                          224         1985              748              97          821             1.10
     Wexford, The Park at                358         1986              810              95          845             1.04
FLORIDA
  Orlando
     Landtree Crossing                   220         1983              748              94          637             0.85
     Lee Vista, The Part at (7)          492         2000              937        Lease-up          805             0.86
     Renaissance Pointe II               578       1996/1998           899              93          790             0.88
     Riverwalk I & II                    552       1984/1986           747              94          598             0.80
     Sabal Club                          436         1986            1,077              94          869             0.81
     Vineyard, The                       526       1990/1991           824              93          704             0.85
  Tampa/St. Petersburg
     Chase Crossing                      444         1986            1,223              93          770             0.63
     Chasewood                           247         1985              704              95          603             0.86
     Dolphin/Lookout Pointe              832       1987/1989           748              93          683             0.91
     Heron Pointe                        276         1996              942              92          892             0.95
     Island Club I & II                  484       1983/1985           722              95          592             0.82
     Live Oaks                           770         1990            1,093              90          758             0.69
     Mallard Pointe I & II               688       1982/1983           728              94          629             0.86
     Marina Pointe Village               408         1997              927              92          831             0.90
     Parsons Run                         228         1986              728              96          633             0.87
     Schooner Bay                        278         1986              728              94          696             0.96
     Summerset Bend                      368         1984              771              93          640             0.83
KENTUCKY
  Louisville
     Copper Creek                        224         1987              732              91          641             0.88
     Deerfield                           400         1987              746              93          643             0.86
     Glenridge                           138         1990              916              90          699             0.76
     Oxmoor, The Park at (7)             432         2000              903        Lease-up          766             0.85
     Sundance                            254         1975              682              87          543             0.80
MISSOURI
  Kansas City
     Camden Passage I & II               596       1989/1997           832              91          717             0.86
  St. Louis
     Cedar Ridge                         420         1986              852              94          595             0.70
     Cove at Westgate, The               276         1990              828              97          933             1.13
     Spanish Trace                       372         1972            1,158              95          776             0.67
     Tempo                               304         1975              676              96          545             0.81
     Westchase                           160         1986              945              95          900             0.95
     Westgate I & II                     591       1973/1980           947              90          806             0.85
NEVADA
  Las Vegas
     Oasis Bay (3)                       128         1990              862              95          761             0.88



  7




OPERATING PROPERTIES (CONTINUED)

- -----------------------------------------------------------------------------------------------------------------------
                                                                                                  December 2000 Avg.
                                                                                                   Mo. Rental Rates
                                                                                              -------------------------
                                    Number of    Year Placed  Average Apartment 2000 Average     Per
Property and Location               Apartments   in Service     Size (Sq. Ft.)  Occupancy (1)  Apartment   Per Sq. Ft.
- ---------------------------------- ------------ ------------- ----------------- ------------- ----------- -------------
                                                                                        
     Oasis Bel Air I & II               528       1988/1995             943            96 %   $   765    $    0.81
     Oasis Breeze                       320         1989                846            96         718         0.85
     Oasis Canyon                       200         1995                987            97         794         0.80
     Oasis Cliffs                       376         1988                936            97         773         0.83
     Oasis Club                         320         1989                896            96         746         0.83
     Oasis Cove                         124         1990                898            97         729         0.81
     Oasis Crossings (3)                 72         1996                983            96         764         0.78
     Oasis Del Mar                      560         1995                986            95         840         0.85
     Oasis Emerald (3)                  132         1988                873            93         664         0.76
     Oasis Gateway (3)                  360         1997              1,146            94         843         0.74
     Oasis Glen                         113         1994                792            97         743         0.94
     Oasis Greens                       432         1990                892            94         748         0.84
     Oasis Harbor                       336         1996              1,008            96         830         0.82
     Oasis Heritage (3)                 720         1986                950            90         580         0.61
     Oasis Hills                        184         1991                579            96         552         0.95
     Oasis Island (3)                   118         1990                901            95         655         0.73
     Oasis Landing (3)                  144         1990                938            95         716         0.76
     Oasis Meadows (3)                  383         1996              1,031            94         761         0.74
     Oasis Palms (3)                    208         1989                880            97         702         0.80
     Oasis Paradise                     624         1991                905            94         770         0.85
     Oasis Pearl (3)                     90         1989                930            93         713         0.77
     Oasis Pines                        315         1997              1,005            97         793         0.79
     Oasis Place (3)                    240         1992                440            96         504         1.15
     Oasis Plaza (3)                    300         1976                820            93         630         0.77
     Oasis Pointe                       252         1996                985            96         778         0.79
     Oasis Ridge (3)                    477         1984                391            90         444         1.14
     Oasis Rose (3)                     212         1994              1,025            95         729         0.71
     Oasis Sands                         48         1994              1,125            96         775         0.69
     Oasis Sierra (3)                   208         1998                922            91         805         0.87
     Oasis Springs (3)                  304         1988                838            93         653         0.78
     Oasis Suites (3)                   409         1988                404            90         465         1.15
     Oasis Summit                       234         1995              1,187            97       1,069         0.90
     Oasis Tiara                        400         1996              1,043            95         848         0.81
     Oasis View (3)                     180         1983                940            93         680         0.72
     Oasis Vinings (3)                  234         1994              1,152            97         773         0.67
     Oasis Vintage                      368         1994                978            97         751         0.77
  Reno
     Oasis Bluffs                       450         1997              1,111            93       1,036         0.93
NORTH CAROLINA
  Charlotte
     Copper Creek                       208         1989                703            94         643         0.91
     Eastchase                          220         1986                698            94         610         0.87
     Habersham Pointe                   240         1986                773            93         682         0.88
     Overlook, The (5)                  220         1985                754            92         696         0.92
     Park Commons                       232         1997                859            93         764         0.89
     Pinehurst                          407         1967              1,147            93         802         0.70
     Timber Creek                       352         1984                706            94         663         0.94
  Greensboro
     Brassfield Park (5)                336         1996                889            94         746         0.84
     Glen, The                          304         1980                662            93         584         0.88
     River Oaks                         216         1985                795            94         654         0.82
TEXAS
  Austin
     Autumn Woods                       283         1984                644            98         630         0.98
     Calibre Crossing                   183         1986                705            98         663         0.94
     Huntingdon, The                    398         1995                903            98         850         0.94
     Quail Ridge                        167         1984                859            98         738         0.86
     Ridgecrest                         284         1995                851            98         810         0.95
     South Oaks                         430         1980                711            97         630         0.89
  Corpus Christi
     Breakers, The                      288         1996                861            91         764         0.89
     Miramar (6)                        451         1995                708            94         750         1.32
     Potters Mill                       344         1986                775            93         598         0.77



  8



OPERATING PROPERTIES (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                          December 2000 Avg.
                                                                                                           Mo. Rental Rates
                                                                                                       ------------------------
                                           Number of    Year Placed  Average Apartment  2000 Average      Per
Property and Location                      Apartments   in Service    Size (Sq. Ft.)    Occupancy (1)   Apartment   Per Sq. Ft.
- ----------------------------------------- ------------ ------------- ----------------- --------------- ----------- -------------
                                                                                                 
     Waterford, The                             580        1976                767            90%       $     507    $    0.66
  Dallas/Fort Worth
     Addison, The Park at                       456        1996                942            94              891         0.95
     Buckingham, The Park at                    464        1997                919            96              851         0.93
     Centreport, The Park at                    268        1997                910            93              827         0.91
     Cottonwood Ridge                           208        1985                829            95              625         0.75
     Emerald Valley                             516        1986                743            95              702         0.94
     Emerald Village                            304        1986                713            94              635         0.89
     Glen Lakes                                 424        1979                877            93              786         0.90
     Highland Trace                             160        1985                816            93              675         0.83
     Highpoint (5)                              708        1985                835            94              659         0.79
     Ivory Canyon                               602        1986                548            96              589         1.07
     Los Rios                                   286        1992                772            96              822         1.07
     North Dallas Crossing I & II               446        1985                730            96              656         0.90
     Oakland Hills                              476        1985                853            95              648         0.76
     Pineapple Place                            256        1983                652            93              620         0.95
     Randol Mill Terrace                        340        1984                848            95              629         0.74
     Shadow Lake                                264        1984                733            94              605         0.82
     Stone Creek                                240        1996                831            93              807         0.97
     Stone Gate                                 276        1996                871            94              834         0.96
     Towne Centre Village                       188        1983                735            95              625         0.85
     Towne Crossing, The Place at               442        1984                772            95              624         0.81
     Valley Creek Village                       380        1984                855            95              689         0.81
     Valley Ridge                               408        1987                773            95              652         0.84
     Westview                                   335        1985                697            95              639         0.92
  Houston
     Brighton Place                             282        1980                749            92              579         0.77
     Crossing, The                              366        1982                762            93              597         0.78
     Eagle Creek                                456        1984                639            92              606         0.95
     Goose Creek, The Park at                   272        1999                844            95              710         0.84
     Greenway, The Park at                      756        1999                861            92              993         1.15
     Holly Springs, The Park at                 548        1999                934            97              896         0.96
     Jones Crossing                             290        1982                748            94              597         0.80
     Midtown, The Park at                       337        1999                843            96            1,022         1.21
     Roseland                                   671        1982                726            91              564         0.78
     Stonebridge                                204        1993                845            93              808         0.96
     Sugar Grove, The Park at                   380        1997                917            92              847         0.92
     Vanderbilt I & II, The Park at             894      1995/1997             863            92            1,009         1.17
     Wallingford                                462        1980                787            96              612         0.78
     Wilshire Place                             536        1982                761            94              592         0.78
     Woodland Park                              288        1995                866            90              818         0.94
     Wyndham Park                               448        1978                797            94              536         0.67
                                          ------------               ----------------- --------------- ----------- -------------
     Total                                   51,336                            848            94%        $    744    $    0.88
                                          ============               ================= =============== =========== =============


(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)  Properties owned through Sierra-Nevada  Multifamily Investments,  LLC joint
     venture in which we own a 20% interest.
(4)  Property owned through a joint venture in which we own a 50% interest.  The
     remaining interest is owned by an unaffiliated private investor.
(5)  Properties  owned  through a joint  venture in which we own a 44% interest.
     The remaining interest is owned by unaffiliated private investors.
(6)  Miramar  is a student  housing  project  for  Texas A&M at Corpus  Christi.
     Average  occupancy  includes  summer  which  is  normally  subject  to high
     vacancies.
(7)  Properties under lease-up at December 31, 2000.

  9

Operating Properties Under Lease-Up

     The operating  properties  under lease-up table is  incorporated  herein by
reference from page 15 of the Company's  Annual Report to  Shareholders  for the
year ended December 31, 2000, which page is filed as Exhibit 13.1 hereto.

Development Properties

     The total  budgeted cost of the  development  properties  is  approximately
$238.4 million,  with a remaining cost to complete,  as of December 31, 2000, of
approximately $114.9 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 15 of our Annual  Report to  Shareholders  for the year ended  December 31,
2000, 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 9.0%-10.0%.  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. On January
30,  2001,  a consent  decree was  ordered  and  executed  in the above  Justice
Department  action.  Under  the terms of the  decree,  we were  ordered  to make
certain  retrofits and implement certain  educational  programs and fair housing
advertising.  These  changes  are to take  place  over the next five  years.  In
management's  opinion,  the costs  associated with complying with the decree are
not expected to have a material impact on our financial statements.

     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.

  10

                                     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 38 of our Annual Report to  Shareholders  for the year ended  December
31, 2000, which is filed as Exhibit 13.1. The number of holders of record of our
common shares, $0.01 par value, as of March 16, 2001, was 1,083.

Item 6.  Selected Financial Data

     Information with respect to this Item 6 is incorporated herein by reference
from pages 39 and 40 of our  Annual  Report to  Shareholders  for the year ended
December 31, 2000, 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 13 through 21 of our Annual Report to Shareholders for the year ended
December 31, 2000, 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 page 18 of our Annual Report to  Shareholders  for the year ended
December 31, 2000, 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,  2000,  1999 and 1998 are listed in the  accompanying
Index to Consolidated Financial Statements and Supplementary Data at F-1 and are
incorporated  herein by reference  from pages 22 through 38 of our Annual Report
to Shareholders  for the year ended December 31, 2000, which is filed as Exhibit
13.1.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

     None.

                                    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,  2001 in
connection with the Annual Meeting of Shareholders to be held May 15, 2001.

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,  2001 in
connection with the Annual Meeting of Shareholders to be held May 15, 2001.

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,  2001 in
connection with the Annual Meeting of Shareholders to be held May 15, 2001.

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,  2001 in
connection with the Annual Meeting of Shareholders to be held May 15, 2001.

  11

                                     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,  2000,  1999 and 1998  are  listed  in the
     accompanying Index to Consolidated  Financial  Statements and Supplementary
     Data at F-1 and are incorporated  herein by reference from pages 22 through
     38 of our Annual Report to the Shareholders for the year ended December 31,
     2000, 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  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).

     2.2       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).

     2.3       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).

     2.4       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).

     2.5       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.  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 of
               Camden Property 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 of Camden  Property  Trust.
               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).

     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).

  12

     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.  Incorporated  by reference from Exhibit
               4.11 to Camden  Property  Trust's  Form  10-K for the year  ended
               December 31, 1999 (File No. 1-12110).

     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. Incorporated by reference from
               Exhibit  4.12 to Camden  Property  Trust's Form 10-K for the year
               ended December 31, 1999 (File No. 1-12110).

     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. Incorporated by reference from
               Exhibit  4.13 to Camden  Property  Trust's Form 10-K for the year
               ended December 31, 1999 (File No. 1-12110).

     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 Exhibit 1.1 to
               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 Exhibit 4.3 to Camden  Property  Trust's Form 8-K
               filed April 20, 1999 (File No. 1-12110).

     4.16      Form of  Underwriting  Agreement  among Camden Property Trust and
               the Underwriters  dated February 7, 2001 relating to the offering
               of 7% notes due 2006 and 7.625% notes dues 2011.  Incorporated by
               reference  from Exhibit 1.1 to Camden  Property  Trust's Form 8-K
               filed February 20, 2001 (File No. 1-12110).

  13

     4.17      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 February 20, 2001 (File No. 1-12110).

     4.18      Form of Camden Property Trust 7.625% Note due 2011.  Incorporated
               by reference from Exhibit 4.4 to Camden Property Trust's Form 8-K
               filed February 20, 2001 (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).

     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  of  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).

  14

     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).

     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.  Incorporated by reference from Exhibit 10.15 to
               Camden Property Trust's Form 10-K for the year ended December 31,
               1999 (File No. 1-12110).

     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.  Incorporated  by reference from Exhibit 10.16
               to Camden Property  Trust's Form 10-K for the year ended December
               31, 1999 (File No. 1-12110).

     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.  Incorporated by reference from Exhibit 10.17 to
               Camden Property Trust's Form 10-K for the year ended December 31,
               1999 (File No. 1-12110).

     10.18     Amended and Restated 1993 Share Incentive Plan of Camden Property
               Trust.  Incorporated  by reference  from Exhibit  10.18 to Camden
               Property  Trust's Form 10-K for the year ended  December 31, 1999
               (File No. 1-12110).

     10.19     Camden   Property   Trust  1999  Employee  Share  Purchase  Plan.
               Incorporated  by reference from Exhibit 10.19 to Camden  Property
               Trust's Form 10-K for the year ended  December 31, 1999 (File No.
               1-12110).

     10.20     Form of Senior  Executive Loan Guaranty  between Camden Operating
               L.P.,  Camden  USA,  Inc.  and  Bank  One,  NA.  Incorporated  by
               reference from Exhibit 10.20 to Camden Property Trust's Form 10-K
               for the year ended December 31, 1999 (File No. 1-12110).

     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, 2000.

     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.

____________________

*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 2000.

  15
                                   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 29, 2001                             CAMDEN PROPERTY TRUST


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




                                           By: /s/Dennis M. Steen
                                              ----------------------------------
                                           Dennis M. Steen
                                           Vice President - Controller, Chief
                                           Accounting Officer and Treasurer

  16

     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 29, 2001
Richard J. Campo               Managers and  Chief  Executive
                               Officer  (Principal  Executive
                               Officer)

        *
- ----------------------         President,   Chief   Operating     March 29, 2001
  D. Keith Oden                Officer and Trust Manager



 /S/G. Steven Dawson
- ----------------------         Senior Vice President-Finance,     March 29, 2001
G. Steven Dawson               Chief Financial Officer,
                               Treasurer and Secretary
                               (Principal Financial Officer)


/S/Dennis M. Steen
- ----------------------         Vice President-Controller and      March 29, 2001
Dennis M. Steen                Chief Accounting Officer
                               (Principal Accounting Officer)


       *
- ----------------------          Trust Manager                     March 29, 2001
William R. Cooper


       *
- ----------------------          Trust Manager                     March 29, 2001
George A. Hrdlicka


       *
- ----------------------          Trust Manager                     March 29, 2001
Scott S. Ingraham


       *
- ----------------------          Trust Manager                     March 29, 2001
Lewis A. Levey


       *
- ----------------------          Trust Manager                     March 29, 2001
F. Gardner Parker


       *
- ----------------------          Trust Manager                     March 29, 2001
Steven A. Webster



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

  17


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:

                                                                            Page
CAMDEN PROPERTY TRUST

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

Financial  Statements  (incorporated  by reference  under Item 8 of Part II from
   pages 22 through 38 of our Annual Report to Shareholders for the year ended
   December 31, 2000):

      Independent Auditors' Report
      Consolidated Balance Sheets as of December 31, 2000 and 1999
      Consolidated Statements of Operations for the Years Ended December 31,
         2000, 1999 and 1998
      Consolidated Statements of Shareholders' Equity for the Years Ended
         December 31, 2000, 1999 and 1998
      Consolidated Statements of Cash Flows for the Years Ended December 31,
         2000, 1999 and 1998
      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



  18


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, 2000 and 1999,  and for each of the three years in
the period ended  December 31, 2000,  and have issued our report  thereon  dated
February 7, 2001; such consolidated financial statements and report are included
in your  2000  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 7, 2001







  19

                                                                    Schedule III
                              CAMDEN PROPERTY TRUST
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 2000



(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      $    29,228  $125,478  $     626,792  $     63,398
Apartments                      AZ            7,982    19,296        129,963         5,966
Apartments                      CA           69,342    48,511        102,191         7,642
Apartments                      CO           32,583    21,907        163,371         3,229
Apartments                      FL           22,169    47,170        334,300        20,278
Apartments                      KY           18,305     5,107         66,524         2,964
Apartments                      MO           52,476    18,148        120,848        10,597
Apartments                      NV           93,431    52,789        371,902        10,646
Apartments                      NC           13,575    11,842         75,099         9,030
Properties under Development    NV                      3,305         10,028
Properties under Development    CA                     29,211         25,230
Properties under Development    TX                     44,711         36,256
                                        ------------ --------- --------------  ------------
     Total                              $   339,091  $427,475  $   2,062,504   $   133,750
                                        ============ ========= ==============  ============




                                               Gross Amount at Which           Accumulated      Date Constructed   Depreciable
             Description                  Carried at December 31, 2000 (a)    Depreciation(a)     or Acquired      Life (Years)
- --------------------------------------- ------------------------------------ ----------------- ------------------ --------------
      Property Name           Location    Land      Building       Total
- ---------------------------- ---------- --------- ------------ -------------
                                                                                             
Apartments                      TX      $125,478  $   690,190  $    815,668  $         142,229       1993-             3 - 35
Apartments                      AZ        19,296      135,929       155,225             22,190       1994-             3 - 35
Apartments                      CA        48,511      109,833       158,344              7,674       1998-             3 - 35
Apartments                      CO        21,907      166,600       188,507             12,863       1998-             3 - 35
Apartments                      FL        47,170      354,578       401,748             45,209       1997-             3 - 35
Apartments                      KY         5,107       69,488        74,595              9,103       1997-             3 - 35
Apartments                      MO        18,148      131,445       149,593             26,584       1997-             3 - 35
Apartments                      NV        52,789      382,548       435,337             36,098       1998-             3 - 35
Apartments                      NC        11,842       84,129        95,971             24,773       1997              3 - 35
Properties under Development    NV         3,305       10,028        13,333                          1998-
Properties under Development    CA        29,211       25,230        54,441                          1998-
Properties under Development    TX        44,711       36,256        80,967                          1995-
                                        --------- ------------ ------------- ------------------
     Total                              $427,475  $ 2,196,254  $  2,623,729  $         326,723
                                        ========= ============ ============= ==================



(a)  The aggregate cost for federal  income tax purposes at December 31,2000 was
     $2.2 billion.

  20

The changes in total  real estate assets for  the years ended December 31, 2000,
  1999 and 1998 are as follows:
                                             2000         1999         1998
                                          ----------- ------------ ------------
Balance, beginning of period              $2,656,165  $ 2,455,458  $ 1,382,049
Additions during period:
  Acquisition-Oasis                                           888      997,049
  Acquisition-other                                                    139,199
  Development                                 94,444      188,506      193,212
  Improvements                                27,940       33,366       26,108
Deductions during period:
  Cost of real estate sold-Sierra
     Nevada transaction                                               (237,423)
  Cost of real estate sold-other            (154,820)     (22,053)     (44,736)
                                          ----------- ------------ ------------
Balance, end of period                    $2,623,729  $ 2,656,165  $ 2,455,458
                                          =========== ============ ============


The changes in accumulated depreciation for the years ended December 31, 2000,
  1999 and 1998 are as follows:
                                             2000          1999        1998
                                          -----------  ----------- ------------
Balance, beginning of period              $  253,545   $  167,560  $    94,665
  Depreciation                                94,227       87,491       76,740
  Real estate sold                           (21,049)      (1,506)      (3,845)
                                          ----------- ------------ ------------
Balance, end of period                    $  326,723  $   253,545  $   167,560
                                          =========== ============ ============


                                       S-1