SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 30, 1997
CAMDEN PROPERTY TRUST
(Exact Name of Registrant as Specified in Charter)
TEXAS 1-12110 76-6088377
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification Number)
Incorporation
or Organization)
3200 Southwest Freeway, Suite 1500, Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 964-3555
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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The undersigned registrant hereby amends Item 5 of its Current
Report on Form 8-K dated June 30, 1997 to read in its entirety as
follows:
Item 5. Other Events.
Included as Exhibit 23.1 is the revised and updated Consent of
Ernst & Young LLP dated July 15, 1997 (the "Updated Consent"), relating
to certain matters that are more particularly described in the Updated
Consent. The Updated Consent supersedes and replaces in its entirety the
Consent of Ernst & Young LLP dated June 30, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
23.1 Consent of Ernst & Young LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: July 17, 1997
CAMDEN PROPERTY TRUST
By: /s/ G. Steven Dawson
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G. Steven Dawson
Senior Vice President - Finance,
Chief Financial Officer
and Treasurer
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CAMDEN PROPERTY TRUST
INDEX TO EXHIBITS
EXHIBIT PAGE
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23.1 Consent of Ernst & Young LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3 No. 333-24637)
and related Prospectus of Camden Property Trust for the
registration of 4,200,000 common shares of beneficial interest,
par value $0.01 per share, and to the incorporation by reference
therein of our report dated March 21, 1997, with respect to the
consolidated and combined financial statements and financial
statement schedule of Paragon Group, Inc. for the years ended
December 31, 1996, 1995, and 1994 as restated, included in the
Annual Report (Form 10-K) for 1996 filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
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ERNST & YOUNG LLP
Dallas, Texas
July 15, 1997
