SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant        X 
Filed by a Party other than the Registrant            

Check the appropriate box:

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

                  Not Applicable                  
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

CAMDEN PROPERTY TRUST
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Matters to be voted on:

1.     Election of eight trust managers to hold office for a one-year term; and

2.     Any other matter that may properly come before the meeting.

The Board of Trust Managers recommends that you vote in favor of the election of trust managers.

Shareholders who are holders of record of common shares at the close of business on March 14, 2003 will be entitled to vote at the annual meeting.

Please read the attached proxy statement and the voting instructions on the proxy card and then vote by filling out, signing and dating the proxy card and returning it in the enclosed postage pre-paid envelope or by facsimile to (713) 354-2710. If you attend the annual meeting, you may change your vote or revoke your proxy by voting your shares in person. Please contact our investor relations department at 1-800-9Camden, or in Houston at (713) 354-2500, if you have any questions.

Houston, Texas
March 27, 2003

TABLE OF CONTENTS

THE ANNUAL MEETING

        The board of trust managers is soliciting proxies to be used at the annual meeting. This proxy statement and form of proxy are first being sent on March 31, 2003 to anyone who was a shareholder on March 14, 2003.

        The following is important information regarding the annual meeting.

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ELECTION OF TRUST MANAGERS

        There are currently eight trust managers on the board. The nominating committee of the board has selected each of the eight current trust managers as a nominee for election at the annual meeting.

        Trust managers elected at the meeting will hold office for a one-year term. Unless you withhold authority to vote for one or more nominees, the persons named as proxies intend to vote for election of the eight nominees.

        All nominees have consented to serve as trust managers. The board has no reason to believe that any of the nominees will be unable to act as trust manager. However, if a trust manager is unable to stand for re-election, the board may either reduce the size of the board or the nominating committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.

        The nominees are as follows:

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Required Vote

        Each nominee must be re-elected by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the annual meeting.

      The board recommends that you vote FOR the nominees listed above.

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BOARD OF TRUST MANAGERS’ MEETINGS, COMMITTEES AND FEES

Board Meetings

        The board of trust managers met either in person or by conference call seven times in 2002. All of the trust managers attended 75% or more of meetings of the board and the committees on which they served during 2002.

Committees of the Board of Trust Managers

        The board of trust managers has established five committees. Information regarding these committees is set forth below.

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Board Compensation

        Trust managers, other than those who are our employees, are paid the following fees:

        We also may reimburse trust managers for travel expenses incurred in connection with their activities on our behalf.

        Prior to May 1995, each non-employee trust manager annually received options to purchase 4,000 common shares. We have granted a total of 24,000 options, all of which are vested and expire ten years from the grant date. Beginning in May 1995, each non-employee trust manager received 2,000 restricted shares upon his election and 2,000 restricted shares on May 1 of each succeeding year that he is a trust manager. In 1998, Mr. Parker was elected Managing Outside Trust Manager. Upon his election, he received 2,000 restricted shares. He received an additional 2,000 restricted shares on May 1, 1999 and an additional 1,000 restricted shares on May 1, 2000, 2001 and 2002, and will receive an additional 1,000 restricted shares on May 1 of each year that he is Managing Outside Trust Manager. We have granted a total of 88,000 restricted shares to non-employee trust managers, 47,200 of which were vested at December 31, 2002. The restricted shares vest 20% on May 1 of each of the five years succeeding the date of grant.

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EXECUTIVE OFFICERS

        There is no family relationship among any of our trust managers or executive officers. No trust manager or executive officer was selected as a result of any arrangement or understanding between that trust manager or executive officer and any other person. All executive officers are elected annually by, and serve at the discretion of, the board of trust managers.

        Our executive officers are as follows:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

        The following table shows how many shares were owned by our trust managers and five most highly paid executive officers as of March 14, 2003. The following table also shows how many shares were owned by beneficial owners of more than 5% of our shares as of March 14, 2003. Unless otherwise noted, each person has sole voting and investment power over the shares indicated below.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Based on our records and other information, we believe that all SEC filing requirements applicable to our trust managers and officers were complied with in 2002, except that D. Keith Oden, our President, Chief Operating Officer and a trust manager, filed one late Form 4 containing one transaction, and Steven K. Eddington, our Senior Vice President-Operations, filed one late Form 3.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In 1994, one of our taxable REIT subsidiaries made unsecured, full recourse loans to Richard J. Campo, our Chairman of the Board of Trust Managers and Chief Executive Officer, and D. Keith Oden, our President and Chief Operating Officer and a trust manager, of $900,000 each. Messrs. Campo and Oden used the proceeds of these loans to purchase our common shares. The loans have the following terms:

        In 1999, Bank One, N.A. made unsecured, full recourse loans to six of our senior executive officers in the aggregate amount of $23 million. The officers used the proceeds of these loans to purchase our common shares in open market transactions in December 1999 and March 2000. Each loan has a five-year term, has a fixed market interest rate, requires quarterly interest payments on dates coinciding with our quarterly dividend payments and requires payment in full at maturity. The loans are unsecured and contain prepayment penalty provisions. At the time of and to facilitate these loans, two of our wholly-owned subsidiaries guaranteed the payment of the loans and the related fees and liabilities. Simultaneously, we entered into a reimbursement agreement with each of the officers under which the respective officer agreed to reimburse us for all amounts we pay to the lender under his or her guaranty. We have not had to perform under the guaranties.

        In 2000, Messrs. Campo and Oden each invested approximately $200,000 in Viva Group, Inc., an internet-based company that provides online owner-renter matching services for the multifamily housing industry. Subsequently, in a separate transaction consummated in 2000, we invested approximately $2.1 million in Viva. During 2002, we paid approximately $247,000 to Viva for the use of its services. Scott S. Ingraham, one of our trust managers, is a director, executive officer and a significant shareholder of Viva.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION

        The compensation committee administers our executive compensation program. The compensation committee consists entirely of non-employee trust managers.

Objectives

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Types of Compensation

        The compensation committee does not allocate a fixed percentage of compensation to these elements. Nor, except when awarding bonuses, does the compensation committee use specific qualitative or quantitative measures or factors in assessing individual performance.

Base Salary and Bonus Compensation

        The compensation committee believes that we are best served if executive base salaries and bonus compensation are kept at amounts approximating the median level within our industry and believes we achieve this definition. Base salaries and bonus compensation for our chief executive officer and other senior executives are set by the compensation committee after considering recommendations by management and factors such as the nature and responsibilities of each executive’s position, the executive’s experience, the achievement of corporate goals, the achievement of individual goals and competitive industry compensation. Corporate goals are based on operating performance, as measured by our funds from operations, total shareholder return and other specific targets.

        In conducting its review of management’s proposals, the compensation committee considers comparable companies included in the equity REIT peer group used for the five-year comparison of total shareholder return in the performance graph. The compensation committee reviews salary information about comparable companies contained in public disclosures made by companies in the real estate industry and on published surveys with particular focus on companies of similar size within our industry. In determining bonus compensation intended to reward executives for their contributions to our 2002 business objectives, the compensation committee also considered an independently prepared analysis of compensation levels for executives of other multifamily REITs that are identical to or similar to the positions held by our senior executives. Our most direct competitors for executive talent are not necessarily identical to the REITs included in the peer group used in the performance graph. Thus, the peer group of REITs in the compensation analysis that was utilized by the compensation committee in analyzing management’s bonus proposals is not the same as the peer group used in the performance graph.

FFO-Growth Performance Award

        The compensation committee has awarded notional common shares or bonus units (which do not represent actual common shares) to our chief executive officer and other senior officers. The notional shares expire on the tenth anniversary of the date of grant. The holders of notional shares receive an annual cash payment equal to their number of notional shares multiplied by a percentage of the actual dividend rate per share paid to holders of our common shares. The percentage is based on year-over-year growth in funds from operations as follows:

        If the FFO growth rate for any year is less than 10%, that year’s FFO growth rate may be averaged with the FFO growth rate for up to four subsequent years. If this average results in a higher payment percentage for a prior year, an additional amount will be paid out in the current year for that prior year.

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Long-Term Compensation

        Because today’s business decisions affect us over a number of years, long-term incentive awards are tied to our performance and the long-term value of our shares. Our policy is to make all awards of restricted shares based on an officer’s actual current and past performance rather than projected future performance. Grants of restricted shares and options to purchase common shares are an important part of our long-term compensation plan. During 2002, the compensation committee did not follow any firmly established formula for the issuance of long-term compensation. Instead, grants were made based on an assessment of corporate performance and the performance of the executive’s department.

        The compensation committee granted options to purchase 365,000 common shares to executives for 2002. Holders of at least 20,000 vested options are eligible for reloads upon the exercise of the options. Options vest 33% on the first three anniversaries of the date of grant.

        To more fully tie compensation to long-term performance, executives must receive between 25% and 50% of their annual bonuses in restricted shares. These restricted shares are valued at 150% of the cash value of the corresponding portion of the bonus. The number of shares to be issued is determined based on the market share price at the date of grant. These restricted shares vest 25% on the grant date and 25% on each of the next three anniversaries of the grant date.

        The compensation committee has established a rabbi trust for the benefit of our officers in which unvested restricted shares and other deferred compensation may be placed. An officer may purchase assets held by the rabbi trust at any time within 20 years from the date of vesting. The purchase price of a restricted share is 10% of the fair value of that share on the date that the share was placed in the rabbi trust. The purchase price of any other asset is 25% of the fair value of that asset on the date that the asset was placed in the rabbi trust.

CEO Performance Evaluation

        In determining the compensation of Mr. Campo, the compensation committee applies the same philosophy and procedures as it applies to other executive officers.

        Difficult market and economic conditions created a challenging business environment in 2002. Although the difficult business environment in 2002 had a negative impact on Camden’s financial performance compared to 2001, Camden, under Mr. Campo’s leadership, performed well as compared to its peer group in terms of total shareholder return. The compensation committee concluded that Mr. Campo performed well in 2002 in light of the difficult business conditions by continuing to provide leadership and vision, developing and articulating a strategic direction and fostering an environment in which his senior management team was able to support and execute these strategies. Based on these factors, the compensation committee granted Mr. Campo a bonus for 2002. However, because Camden’s 2002 financial performance was below 2001 levels, Mr. Campo’s total compensation, including long-term compensation awards, for 2002 was substantially less than it was in 2001.

Other

        The SEC requires that this report comment upon our policy with respect to section 162(m) of the Internal Revenue Code, which limits the deductibility on our tax return of compensation over $1 million to any of our named executive officers. However, compensation that is paid pursuant to a plan that is performance-related, non-discretionary and has been approved by our shareholders is not subject to section 162(m). We have such a plan and may utilize it to mitigate the potential impact of section 162(m). We did not pay any compensation during 2002 that would be subject to section 162(m). We believe that, because we qualify as a REIT under the Internal Revenue Code and therefore are not subject to federal income taxes on our income to the extent distributed, the payment of compensation that does not satisfy the requirements of section 162(m) will not generally affect our net income. However, to the extent that compensation does not qualify for deduction under section 162(m) or under our short term incentive plan approved by shareholders to, among other things, mitigate the effects of section 162(m), a larger portion of shareholder distributions may be subject to federal income taxation as dividend income rather than

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return of capital. We do not believe that section 162(m) will materially affect the taxability of shareholder distributions, although no assurance can be given in this regard due to the variety of factors that affect the tax position of each shareholder. For these reasons, the compensation committee’s compensation policy and practices are not directly governed by section 162(m).

        This section of the proxy statement is not deemed “filed” with the SEC and is not incorporated by reference into our Annual Report on Form 10-K.

        This executive officer compensation report is given by the following members of the compensation committee:

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COMPENSATION OF EXECUTIVE OFFICERS

        The table below shows the pre-tax compensation for the last three years for our Chief Executive Officer and the four next highest paid executive officers at the end of 2002.

Summary Compensation Table

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Options Grants in Last Fiscal Year

        The following table gives more information on options that were granted to the executive officers named in the Summary Compensation Table. The following table includes options to purchase a total of 365,000 shares that were granted in January 2003 based on 2002 corporate and individual performance. We did not grant any share appreciation rights during 2002.

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Employment Agreements

        We have entered into an employment agreement with each of Messrs. Campo, Oden, Stewart, Dawson and Hinton. The agreements expire August 20, 2004. The agreements provide for minimum salary levels as well as various incentive compensation arrangements, which are payable based on the attainment of specific goals. The agreements also provide for severance payments if certain situations occur, such as termination without cause or a change of control. The severance payments vary based on the officer’s position and amount to one times the current salary base for Messrs. Stewart, Dawson and Hinton and 2.99 times the average annual compensation over the previous three fiscal years for Messrs. Campo and Oden. Six months prior to expiration, unless notification of termination is given, these agreements extend for one year from the date of expiration.

Compensation Committee Interlocks and Insider Participation

        Other than William R. Cooper, who is a former officer of Paragon Group, Inc. (which was merged into one of our subsidiaries in 1997), no member who served on our compensation committee during 2002 was either:

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        No executive officer served as a member of the compensation or similar committee or board of directors at any entity whose members served on our compensation committee.

PERFORMANCE GRAPH

        SEC rules require proxy statements to contain a performance graph comparing, over a five-year period, the performance of our shares against the Standard & Poor’s 500 Composite Stock Index and against either a published industry or line-of-business index or group of peer issuers. We chose the National Association of Real Estate Investment Trusts All Equity Index as the relevant index. The graph assumes the investment of $100 on December 31, 1997 and quarterly reinvestment of dividends.

CAMDEN PROPERTY TRUST

[OBJECT OMITTED]

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AUDIT COMMITTEE INFORMATION

Report of the Audit Committee

        The board of trust managers adopted a written charter for the audit committee at a meeting held in February 2001 and reviewed and confirmed its adequacy at a meeting held in February 2003. A copy of the written charter was included as an appendix to the proxy statement for the annual meeting held on May 15, 2001.

        All of the members of the audit committee are independent, as independence is defined in Sections 303.01(B)(2) and (3) of the New York Stock Exchange’s listing standards.

        The audit committee has reviewed and discussed the audited financial statements with management and Deloitte & Touche LLP, our independent auditors. The audit committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, written communication from the independent auditors required by Independence Standards Board Standard No. 1, and has discussed their independence with the independent auditors.

        Prior to the commencement of the audit, the audit committee discussed with Camden’s financial management and independent auditors the overall scope and plans for the audit. Subsequent to the audit and each of the quarterly reviews, the audit committee met with the independent auditors, with and without management present, to discuss the results of their examinations or reviews, their evaluation of Camden’s internal controls and the overall quality of Camden’s financial reporting. In addition, the audit committee considered other areas of its oversight relating to the financial reporting process that it determined appropriate.

        Based upon these reviews and discussions, the audit committee recommended to the board of trust managers that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 for filing with the SEC.

        This section of the proxy statement is not deemed “filed” with the SEC and is not incorporated by reference into our Annual Report on Form 10-K.

        This audit committee report is given by the following members of the audit committee:

Audit Fees

        The aggregate fees for professional services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte & Touche”), which includes Deloitte Consulting, in connection with their audit of our consolidated financial statements and reviews of the consolidated financial statements included in our Quarterly Reports on Form 10-Q for the 2002 fiscal year were approximately $420,000.

All Other Services and Fees

        There were no professional services rendered by Deloitte & Touche in the 2002 fiscal year relating to financial information systems design and implementation.

        The aggregate fees for all other services rendered by Deloitte & Touche in the 2002 fiscal year were approximately $158,000 and can be subcategorized as follows:

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        Attestation Fees. The aggregate fees for attestation services rendered by Deloitte & Touche for matters such as comfort letters and consents related to SEC and other registration statements, internal audit services and consultation on accounting standards or transactions were approximately $116,000.

        Other Fees. The aggregate fees for all other services, such as consultation related to tax planning and compliance, rendered by Deloitte & Touche in the 2002 fiscal year were approximately $42,000.

        The audit committee has considered whether the provision of these services is compatible with maintaining the independent accountants’ independence and has determined that such services have not adversely affected Deloitte & Touche’s independence.

Other Matters

        Deloitte & Touche has served as our independent auditors for fiscal year 2002. Representatives of Deloitte & Touche are expected to be present at the annual meeting and will have the opportunity to make a statement if they desire to do so. They are also expected to be available to respond to appropriate questions.

SHAREHOLDER PROPOSALS

        We must receive any shareholder proposal intended for inclusion in the proxy materials for the annual meeting to be held in 2004 no later than December 31, 2003.

ANNUAL REPORTS

        Our 2002 annual report, including financial statements, is being mailed to you along with this proxy statement. Our 2002 annual report, 2002 Form 10-K and this proxy statement are also available on our Internet site at http://www.camdenliving.com. Our annual report and Form 10-K are not proxy soliciting materials.

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CAMDEN PROPERTY TRUST
FORM OF PROXY FOR ANNUAL MEETING
TO BE HELD MAY 8, 2003

      This proxy is solicited on behalf of the Board of Trust Managers.

        The undersigned hereby appoints Richard J. Campo, D. Keith Oden and G. Steven Dawson, or any of them, proxies of the undersigned, with full powers of substitution, to vote all of the common shares of beneficial interest of Camden Property Trust that the undersigned is entitled to vote at the Annual Meeting to be held on May 8, 2003 and at any adjournment thereof, and authorizes and instructs said proxies to vote as set forth on the reverse side.

        THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN
PROPOSAL 1.

        IMPORTANT — This proxy must be signed and dated on the reverse side.

 X      PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

        In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.