CAMDEN PROPERTY TRUST
S-3, 1999-01-08
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
    As filed with the Securities and Exchange Commission on January 8, 1999.
                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                              CAMDEN PROPERTY TRUST
             (Exact name of registrant as specified in its charter)

                  TEXAS                                      76-6088377
      (State or other jurisdiction                        (I.R.S. Employer
    of incorporation or organization)                    Identification No.)

                        THREE GREENWAY PLAZA, SUITE 1300
                              HOUSTON, TEXAS 77046
                                 (713) 354-2500
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                                ----------------

                                RICHARD J. CAMPO
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                              CAMDEN PROPERTY TRUST
                        THREE GREENWAY PLAZA, SUITE 1300
                              HOUSTON, TEXAS 77046
                                 (713) 354-2500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                ----------------
                                   Copies to:

                                BRYAN L. GOOLSBY
                            LOCKE LIDDELL & SAPP LLP
                          2001 ROSS AVENUE, SUITE 3000
                               DALLAS, TEXAS 75201
                                 (214) 849-5500
                               FAX: (214) 849-5599
                                ----------------

   Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.

   If the only securities being registered on this form are being offered
pursuant to divided or interest reinvestment plans, please check the following
box. [ ]

   If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<TABLE>
<CAPTION>
==================================================================================================================
                                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                                           Proposed Maximum
     Title of Shares       Amount to be    Proposed Maximum Aggregate     Aggregate Offering         Amount of
    to be Registered        Registered         Price Per Unit (1)              Price(1)           Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>                            <C>                     <C>
Common Shares of
Beneficial Interest, par     672,490               $26.3125                  $17,694,893              $4,920
value $.01 per share
==================================================================================================================
</TABLE>

<PAGE>   2

(Footnotes from previous page)

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) on the basis of the average of the high and low
    price of the common shares on the New York Stock Exchange on January 7,
    1999.

                                 --------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

<PAGE>   3

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                              SUBJECT TO COMPLETION
                  PRELIMINARY PROSPECTUS DATED JANUARY 8, 1999.

PROSPECTUS

                              CAMDEN PROPERTY TRUST
                  672,490 COMMON SHARES OF BENEFICIAL INTEREST
                           (PAR VALUE $.01 PER SHARE)

o   This Prospectus relates to our possible issuance of up to 672,490 common
    shares to ISCO, IFT Properties, Ltd. and Merrill Lynch International Private
    Finance Limited or any of their permitted transferees (the "Selling
    Holders") if and to the extent the Selling Holders elect to exchange units
    of limited liability company interest ("Units") in Oasis Martinique, LLC
    ("Oasis Martinique") for our common shares.

o   ISCO and IFT Properties, Ltd. received a total of 886,022 Units in
    connection with their contribution of real property assets to Oasis
    Martinique. ISCO subsequently pledged 575,162 of its Units to Merrill Lynch
    International Private Finance Limited.

o   Beginning on December 25, 1998, each Unit held by the Selling Holders may be
    exchanged for 0.759 of a common share of Camden Property Trust, or an
    aggregate of 672,490 of our common shares, subject to adjustment if we split
    or subdivide our common shares, effect a reverse share split or otherwise
    combine our outstanding common shares, or pay a share dividend to holders of
    our common shares. In lieu of issuing common shares upon the exchange of
    Units, we may, at or election, deliver cash in an amount equal to the market
    value of an equivalent number of our common shares. The terms and conditions
    of an exchange of Units are more fully described later in this Prospectus
    under the heading "Exchange of Units."

o   Upon any exchange of Units, our ownership interest in Oasis Martinique will
    increase.

o   We have registered these shares because of registration rights granted to
    the Selling Holders. We will not receive any proceeds from the issuance of
    common shares to the Selling Holders, but will acquire the Units currently
    held by the Selling Holders tendered in exchange for our common shares. We
    have agreed to pay certain registration expenses in connection with the
    registration of our common shares.

    Our common shares trade on the New York Stock Exchange under the symbol
"CPT." On January 6, 1999, the closing sale price of a common share on the New
York Stock Exchange was $26.625.

    To assist us in qualifying as a real estate investment trust ("REIT"), the
transfer of our capital shares is restricted, and beneficial ownership by any
person is limited to 9.8% of the number of our capital shares. See "Description
of Capital Shares--Restrictions on Ownership."

    Our executive offices are located at Three Greenway Plaza, Suite 1300,
Houston, Texas 77046, and our telephone number is (713) 354-2500.

    YOU SHOULD CAREFULLY CONSIDER THE MATERIAL RISKS SET FORTH UNDER RISK
FACTORS STARTING ON PAGE 3 OF THIS PROSPECTUS.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                 The date of this Prospectus is __________, 1999


<PAGE>   4

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----

<S>                                                                        <C>
WHERE YOU CAN FIND MORE INFORMATION.........................................  1
INCORPORATION OF DOCUMENTS BY REFERENCE.....................................  2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS..................  2
RISK FACTORS................................................................  3
THE COMPANY ................................................................  6
USE OF PROCEEDS.............................................................  7
DESCRIPTION OF CAPITAL SHARES...............................................  7
EXCHANGE OF UNITS........................................................... 10
COMPARISON OF OWNERSHIP OF UNITS AND COMMON SHARES.......................... 11
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS................................... 15
SELLING HOLDERS............................................................. 20
PLAN OF DISTRIBUTION........................................................ 20
LEGAL MATTERS............................................................... 21
EXPERTS..................................................................... 21
</TABLE>


                       WHERE YOU CAN FIND MORE INFORMATION

     We are a public company and file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference room. Our SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov. In addition, you may
read and copy our SEC filings at the office of the New York Stock Exchange at 20
Broad Street, New York, New York 10005. Our website address is
http://www.camdenprop.com.

     This Prospectus is only part of a Registration Statement on Form S-3 that
we have filed with the SEC under the Securities Act of 1933 and therefore omits
certain information contained in the Registration Statement. We have also filed
exhibits and schedules to the Registration Statement that are excluded from this
Prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. You may inspect or obtain a copy the Registration Statement, including
the exhibits and schedules, as described in the previous paragraph.

<PAGE>   5

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus and the information we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Prospectus and prior to the termination of this
offering of our common shares. The documents we are incorporating by reference
are:

SEC FILINGS (FILE NO. 1-12110)         PERIOD
- ------------------------------         ------

Annual Report on Form 10-K             Year ended December 31, 1997
Quarterly Reports on Form 10-Q         Quarters ended March 31, 1998, 
                                       June 30, 1998 and September 30, 1998
Current Reports on Form 8-K            Filed on February 5, 1998, April 22, 1998
                                       and July 15, 1998
Form 8-A                               Filed on June 20, 1993

     You may request a copy of these filings at no cost by writing or
telephoning G. Steven Dawson, Senior Vice President-Finance and Chief Financial
Officer, at the following address and telephone number:

                              Camden Property Trust
                              Three Greenway Plaza
                                   Suite 1300
                              Houston, Texas 77046
                                 (713) 354-2500

     This Prospectus is part of a registration statement that we filed with the
SEC. You should rely only on the information incorporated by reference or
provided in this Prospectus or in any prospectus supplement. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this Prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     We have made forward-looking statements in this Prospectus and in the
documents incorporated by reference in this Prospectus that are based upon the
beliefs and assumptions of, and on information available to, management, and are
subject to risks and uncertainties. Forward-looking statements include the
information concerning our possible or assumed future results of operations,
capital resources and portfolio performance, and those statements preceded by,
followed by or that include the words "may," "will," "could," "should,"
"believes," "expects," "plans," "seeks," "intends," "estimates", "anticipates"
or similar expressions, or by discussions of strategy, plans or intentions. For
those statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
You should understand that the following important factors, in addition to those
discussed elsewhere in this Prospectus and in the documents incorporated by
reference, could affect our future results, and could cause those results to
differ materially from those expressed in our forward-looking statements: risks
and uncertainties relating to the possible invalidity of the underlying beliefs
and assumptions, materially adverse changes in economic conditions in the
markets we serve, future conditions in our operating areas, competition from
others in the multifamily real estate market, defaults or non-renewal of leases,
increased interest rates and operating costs, failure to obtain necessary
outside financing, difficulties in identifying properties to acquire and in
effecting acquisitions, failure to successfully integrate acquired properties
and operations, risks and uncertainties affecting property development and
construction (including construction delays, cost overruns, inability to obtain
necessary permits and public opposition to such activities), failure to qualify
as a REIT under the Internal Revenue Code, environmental uncertainties, risks
related to natural disasters, financial market fluctuations, changes in real
estate and zoning laws and increases in real property tax rates. Our success
also depends upon economic trends generally, including interest rates, income
tax laws, government regulation, legislation, population changes and other
factors. You are cautioned not to place undue reliance on forward-looking
statements, which reflect management's analysis only. We assume no obligation to
update forward-looking statements.


                                        2

<PAGE>   6
                                  RISK FACTORS

     An investment in our shares involves various risks. You should carefully
consider the following information in conjunction with the other information
contained or incorporated by reference in this Prospectus before making a
decision to purchase our shares.

POSSIBLE ADVERSE IMPACT OF MARKET CONDITIONS ON MARKET PRICE

     The market value of our shares could be substantially affected by general
market conditions, including changes in interest rates, government regulatory
action and changes in tax laws. An increase in market interest rates may lead
purchasers of our shares to demand a higher annual yield on the price paid for
shares from dividends from us, which could adversely affect the market price of
our shares.

UNCERTAINTIES RELATING TO INVESTMENTS IN REAL ESTATE

     General. Real property investments are subject to varying degrees of risk.
The yields from equity investments in real estate depend on the amount of income
generated and expenses incurred. If our properties do not generate income
sufficient to meet operating expenses, debt service and capital expenditures,
our ability to make distributions to our shareholders will be adversely
affected. Income from properties may be adversely affected by the general
economic climate, local conditions (such as oversupply of apartments or a
reduction in demand for apartments in the area), the attractiveness of the
properties to residents, competition from other available apartments, inability
to collect rent from residents, changes in market rental rates, the need to
periodically repair, renovate and relet space, and our ability to pay for
adequate maintenance and insurance and increased operating costs (including real
estate taxes). Our income also would be adversely affected if a significant
number of residents were unable to pay rent or apartments could not be rented on
favorable terms. Certain significant expenditures associated with each equity
investment (such as mortgage payments, if any, real estate taxes and maintenance
costs) are generally not reduced when circumstances cause a reduction in income
from the investment. If a property is mortgaged to secure payment of
indebtedness, and if we are unable to meet our mortgage payments, we could
sustain a loss as a result of foreclosure on the mortgage. In addition, income
from properties and real estate values also are affected by such factors as
applicable laws, including tax laws, interest rate levels and the availability
of financing.

     In the normal course of our business, we continually evaluate a number of
potential acquisitions and may acquire additional properties. We cannot assure
you, however, that we will have the opportunity to continue to make suitable
property acquisitions on terms favorable to us.

     Illiquidity of Real Estate. Real estate investments are relatively illiquid
and, therefore, will tend to limit our ability to vary our portfolio promptly in
response to changes in economic or other conditions. In addition, the Internal
Revenue Code places limits on our ability to sell properties that we have held
for fewer than four years, which may affect our ability to sell properties
without adversely affecting shareholder return.

     Dependence on Geographical Regions. The developed properties in our current
portfolio are located in the Southwest, Southeast, Midwest and Western regions
of the United States, and consists of multifamily properties. A decline in the
economic conditions or the market for apartments in these areas may have an
adverse impact on the performance of our portfolio.

     Development Risks. We are subject to the risks of real estate development
with respect to the properties we are currently developing. These risks include
lack of financing, construction delays, budget overruns and lease-up. We will be
subject to similar risks in connection with any future development of other
properties.

RISKS DUE TO FINANCING

     No Limitation on Debt and Increased Indebtedness. We currently intend to
adhere to a policy of maintaining a debt-to-total-market-capitalization ratio of
less than 50%. However, our organizational documents do not limit the amount or
percentage of indebtedness that we may incur. Our Board of Trust Managers may
therefore change this policy without shareholder approval. Accordingly, we could
become more leveraged, resulting in an increased risk of default on our
obligations and in an increase in our debt service requirements, both of which
could adversely affect our financial condition.


                                        3

<PAGE>   7

     We have maintained on a quarterly basis a financial structure with no more
than 45% total debt to total market capitalization since July 1993. An increase
in our total debt to total market capitalization may adversely affect our
ability to access debt as well as equity capital markets in the future due to
the resulting decreased ability to service debt.

     Debt Financing and Existing Debt Maturities. We are subject to the risks
normally associated with debt financing, including the risk that our funds from
operations might be insufficient to meet required payments of principal and
interest, the risk that existing indebtedness on our properties (which in all
cases will not have been fully amortized at maturity) might not be able to be
refinanced or that the terms of such refinancing might not be as favorable as
the terms of the existing indebtedness.

RESTRICTIONS ON CONTROL OF CERTAIN PROPERTIES

     With respect to a significant number of our properties, we have invested
through limited liability companies and limited partnerships in which we own
less than a 100% interest and are subject to consent rights of the members or
partners with respect to certain major decisions affecting such properties.
Although we typically have control of the day-to-day management decisions
relating to these partially-owned properties, we have certain fiduciary
responsibilities to the other members or partners in those entities that we will
need to consider when making decisions that affect those properties. Also, we
may acquire interests in some properties that we may be contractually restricted
from selling without the consent of unrelated parties.

UNINSURED AND UNDERINSURED LOSSES COULD RESULT IN LOSS OF VALUE OF PROPERTY

     We carry comprehensive liability, fire, flood, extended coverage and rental
loss insurance with respect to our properties, and management believes such
coverage is of the type and amount customarily obtained for or by an owner of
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
uninsurable or not economically insurable. 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. This may result in insurance coverage
that in the event of a substantial loss would 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.

POSSIBLE ENVIRONMENTAL LIABILITIES

     Under various federal, state and local laws, ordinances and regulations, an
owner of real estate is liable for the costs of removal or remediation of
certain hazardous or toxic substances on or in such property. Such laws often
impose such liability without regard to whether the owner knew of, or was
responsible for, the presence of such hazardous or toxic substances. The
presence of such substances, or the failure to properly remediate such
substances, may adversely affect the owner's ability to sell or rent such
property or to borrow using such property as collateral. All of our properties
have been subjected to Phase I or similar environmental audits (which involve
inspection without soil sampling or ground water analysis) by independent
environmental consultants. None of the environmental audit reports have revealed
any significant environmental liability, nor are we aware of any environmental
liability with respect to our properties that management believes could have a
material adverse effect on our business, assets or results of operations. We
cannot assure you that existing environmental studies with respect to such
properties reveal all environmental liabilities or that any prior owner of any
such property did not create any material environmental condition not known to
us.

POTENTIAL EFFECT ON COSTS AND OUR INVESTMENT STRATEGY OF COMPLIANCE WITH LAWS
BENEFITTING DISABLED PERSONS

     A number of federal, state and local laws (including the Americans with
Disabilities Act of 1990) and regulations exist that may require modifications
to existing buildings or restrict certain renovations by requiring improved
access to such buildings by disabled persons and may require other structural
features that add to the costs of buildings under construction. Legislation or
regulations adopted in the future may impose further burdens or restrictions on
us with respect to improved access by disabled person. The costs of compliance
with these laws and regulations may be substantial, and limits or restrictions
on construction or completion of certain renovations may limit implementation of
our investment strategy in some instances or reduce overall returns on our
investments, which could have a material adverse effect on us and our ability to


                                       4

<PAGE>   8

make distributions to our shareholders and pay amounts due on our debt. We
believe that the costs of compliance with laws benefitting disabled persons
should not have a material adverse effect on us. This conclusion is based on
currently available information, and we cannot assure you that further review of
our properties, or future legal interpretations or legislative changes, will not
significantly increase our costs of compliance.

ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT

     We believe that we have operated so as to qualify as a REIT under the
Internal Revenue Code since the time of our formation. Although management
believes that we are organized and are operating in such a manner, we cannot
assure you that we will be able to continue to operate in a manner so as to
qualify or remain so qualified. Qualification as a REIT involves the application
of highly technical and complex provisions of the Internal Revenue Code for
which there are only limited judicial or administrative interpretations, and the
determination of various factual matters and circumstances not entirely within
our control. For example, in order to qualify as a REIT, at least 95% of our
gross income in any year must be derived from qualifying sources and we must
make distributions to shareholders aggregating annually at least 95% of our REIT
taxable income (excluding net capital gains). In addition, we cannot assure that
new legislation, regulations, administrative interpretations or court decisions
will not change the tax laws with respect to qualification as a REIT or the
federal income tax consequences of such qualification. We are not, however,
aware of any currently pending tax legislation that would adversely affect our
ability to continue to qualify as a REIT.

     For any taxable year that we fail to qualify as a REIT, we would be subject
to federal income tax (including any applicable alternative minimum tax) on our
taxable income at corporate rates. In addition, unless entitled to relief under
certain statutory provisions, we would be disqualified from treatment as a REIT
for the four taxable years following the year during which qualification is
lost. This treatment would reduce our net earnings available for investment or
distribution to shareholders because of the additional tax liability for the
year or years involved. In addition, distributions would no longer qualify for
the dividends paid deduction nor be required to be made. To the extent that
distributions to shareholders would have been made in anticipation of our
qualifying as a REIT, we might be required to borrow funds or to liquidate
certain of our investments to pay the applicable tax.

PROVISIONS THAT COULD LIMIT A CHANGE IN CONTROL OR DETER A TAKEOVER

     In order to maintain our qualification as a REIT, not more than 50% in
value of our outstanding shares may be owned, directly or indirectly, by five or
fewer individuals (as defined in the Internal Revenue Code to include certain
entities). To minimize the possibility that we will fail to qualify as a REIT
under this test, our Declaration of Trust authorizes the Board to take such
action as may be required to preserve our qualification as a REIT. Our
Declaration of Trust, subject to certain exceptions, also provides that no
holder may own, or be deemed to own, more than 9.8% of our total outstanding
capital shares. These ownership limits, as well as our ability to issue other
classes of equity securities, may delay, defer or prevent a change in control
and may also deter tender offers for our shares, which offers may be attractive
to you, or limit your opportunity to receive a premium for your shares that
might otherwise exist if a third party were attempting to effect a change in
control transaction. See "Description of Capital Shares--Restrictions on
Ownership."

UNCERTAINTIES RELATING TO OUR COMPETITORS

     All of our properties are located in developed areas. There are numerous
other multifamily properties and real estate companies within our market areas
for residents and development and acquisition opportunities, some of whom may
have greater resources than we do. The number of competitive multifamily
properties and real estate companies in such areas could have a material effect
on our ability to rent apartments, raise or maintain the rents charged and
development and acquisition opportunities.

UNCERTAINTIES RELATING TO CHANGES IN POLICIES

     Our major policies, including policies with respect to acquisitions,
financings, growth, operations, development, debt capitalization and
distributions, are determined by our Board. The Board may from time to time
amend or revise these and other policies without a shareholder vote.
Accordingly, you will have no control over changes in these and similar
policies, and changes in our policies may not fully serve the interest of all
shareholders.


                                        5

<PAGE>   9
                                   THE COMPANY

     Camden Property Trust is a Houston-based REIT that owns, develops,
acquires, manages, markets and disposes of multifamily apartment communities in
the Southwest, Southeast, Midwest and Western regions of the United States. At
September 30, 1998, we owned interests in, operated or were developing 165
multifamily properties containing 56,750 apartment homes located in nine states.
Fourteen of our multifamily properties containing 5,680 apartment homes were
under development at September 30, 1998. We have several additional sites which
we intend to develop into multifamily apartment communities. Additionally, we
managed 2,377 apartment homes in six properties for third parties at September
30, 1998.

RECENT TRANSACTIONS

     On April 8, 1998, Oasis Residential Inc. ("Oasis") was merged with and into
one of our wholly-owned subsidiaries. In this merger, each then outstanding
share of Oasis common stock was exchanged for 0.759 of a common share. Each
share of Oasis Series A Cumulative Convertible Preferred Stock outstanding on
April 8, 1998 was reissued as a Camden Series A Cumulative Convertible Preferred
Share with comparable terms and conditions as previously existed with respect to
the Oasis preferred stock. We issued 12,392,893 common shares and 4,165,000
preferred shares in exchange for Oasis's outstanding common and preferred stock,
respectively. We assumed approximately $484 million of Oasis debt, at fair
value, in the merger. In connection with the merger, we obtained a managing
member interest in Oasis Martinique. The remaining interest, comprising 886,022
Units, each of which is exchangeable into 0.759 of a common share, is held by
the Selling Holders. Oasis, a Nevada corporation, was a fully integrated REIT
headquartered in Las Vegas, Nevada whose business was the operation and
development of multifamily residential communities in Las Vegas, Denver and
Southern California. As of April 8, 1998, Oasis owned interests in 52 completed
multifamily properties, with one additional multifamily property under
construction.

     In connection with the merger with Oasis, on June 30, 1998, we completed a
transaction in which we transferred into a joint venture investment with a
private limited liability company 19 apartment communities previously owned by
Oasis, containing 5,119 apartment homes located in Las Vegas, for an aggregate
of $248 million. We retained a 20% interest in this limited liability company.
This transaction was funded with capital invested by the limited liability
company members, 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. We used the net proceeds from this
transaction to reduce our outstanding debt by $124 million, including the $9.9
million of existing indebtedness noted above, and set aside $112 million into an
escrow account that may be used to make tax-free exchange acquisitions or to
further reduce debt if the exchange acquisitions are not completed. We utilized
$76.9 million of the escrow funds to purchase two properties, which closed in
July 1998. We continue to provide property management services for these assets.

     On April 15, 1997, we acquired, through a tax-free merger, Paragon Group,
Inc. ("Paragon"), a Dallas-based multifamily REIT. The acquisition increased the
size of our portfolio from 53 to 103 multifamily properties, and from 19,389 to
35,364 apartment homes. Each share of Paragon common stock outstanding on April
15,1997 was exchanged for 0.64 of a common share. In this transaction, we issued
9.5 million common shares in exchange for all of the outstanding shares of
Paragon common stock and 2.4 million limited partnership units in Camden
Operating, L.P. and assumed approximately $296 million of Paragon debt.

OTHER INFORMATION

     We elected to be taxed as a REIT for federal income tax purposes for our
taxable year ended December 31, 1997, and expect to continue to elect such
status. Although we believe that we were organized and have been operating in
conformity with the requirements for qualification as a REIT under the Internal
Revenue Code, no assurance can be given that we will continue to qualify as a
REIT. Qualification as a REIT involves application of highly technical and
complex Internal Revenue Code provisions for which there are only limited
judicial or administrative interpretations. If in any taxable year we would fail
to qualify as a REIT, we would not be allowed a deduction for distributions to
shareholders for computing taxable income and would be subject to federal
taxation at regular corporate rates. Unless entitled to relief under certain
statutory provisions, we would also be disqualified from treatment as a REIT for
the four taxable years following the year during which qualification was lost.
As a result, our ability to make distributions to our shareholders would be
adversely 


                                        6

<PAGE>   10

affected. See "Risk Factors--Adverse Consequences of Failure to Qualify as a
REIT" and "Certain Federal Income Tax Considerations--Failure to Qualify as
REIT."

     To ensure that we qualify as a REIT, transfer of our capital shares is
subject to certain restrictions, and ownership of outstanding capital shares by
any single person is limited to 9.8% of the total number of outstanding shares,
subject to certain exceptions. As provided in our Declaration of Trust, any
purported transfer in violation of these above-described ownership limitations
will be void. See "Risk Factors--Provisions that Could Limit a Change in Control
or Deter a Takeover" and "Description of Capital Shares--Restrictions on
Ownership."

     Our common shares are listed on the New York Stock Exchange under the
symbol "CPT." On December 8, 1998, we announced that our Board of Trust Managers
had declared a fourth quarter dividend of $0.505 per common share. On January
15, 1999, dividends will be paid to all holders of record of common shares as of
December 22, 1998, and an equivalent amount per unit will be paid to holders of
Units of limited liability company interest in Oasis Martinique and units of
limited partnership interest in Camden Operating, L.P. This dividend to holders
of common shares or units equates to an annualized dividend rate of $2.02 per
common share or unit.

     Our preferred shares are listed on the New York Stock Exchange under the
symbol "CPTPrA." On December 8, 1998, we announced that our Board of Trust
Managers had declared a quarterly dividend on our preferred shares of $0.5625
per share, which is payable on February 15, 1999 to all preferred shareholders
of record as of December 22, 1998. This dividend to holders of preferred shares
equates to an annualized dividend rate of $2.25 per preferred share.

     We intend to continue making regular quarterly distributions to our
shareholders and unitholders. However, distributions depend upon a variety of
factors, and there can be no assurance that distributions will be made.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the issuance of common shares to the
Selling Holders or from the sale of our common shares by the Selling Holders,
but we have agreed to pay certain registration expenses. We will acquire
additional Units in exchange for any common shares that we may issue to the
Selling Holders under this Prospectus.

                          DESCRIPTION OF CAPITAL SHARES

     Our Declaration of Trust provides that we may issue up to 110,000,000
shares of beneficial interest, par value $.01 per share, consisting of
100,000,000 common shares and 10,000,000 preferred shares. At September 30,
1998, 44,516,149 Common Shares and 4,165,000 Series A Cumulative Convertible
Preferred Shares were issued and outstanding.

     The following description of common and preferred shares sets forth certain
general terms and provisions of such shares. The statements below describing our
shares are in all respects subject to and qualified in their entirety by
reference to the applicable provisions of our Declaration of Trust, Second
Amended and Restated Bylaws and Statement of Designation, Preferences and Rights
of Series A Cumulative Convertible Preferred Shares of Beneficial Interest, each
of which is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part.

COMMON SHARES

     Subject to the provisions of our Declaration of Trust regarding Excess
Securities (as defined therein), holders of common shares are entitled to such
dividends, in cash, property or shares of beneficial interest, as may be
declared from time to time by our Board. We are prohibited from declaring or
paying any dividend when we are unable to pay our debts as they become due in
the usual course of business or when the payment of such dividend would result
in our becoming unable to pay our debts as they become due in the usual course
of business. Payment and declaration of dividends on our common shares and our
purchase of common shares will be subject to certain restrictions if we fail to
pay dividends on our preferred shares. In the event we liquidate, dissolve or
wind-up our affairs, holders of common shares will be entitled to share equally
and ratably in our assets remaining after provision for liabilities to creditors
and payment of liquidation preferences to holders of preferred shares or senior
debt securities and subject to the provisions of our Declaration of Trust
regarding Excess Securities. Each outstanding common share entitles the holder
to one vote on all matters submitted to a vote of shareholders, including the
election or removal of Trust Managers, amendments to our Declaration of Trust,
proposals to terminate, reorganize, merge or consolidate or to sell or dispose
of substantially all of our property and with respect to certain business


                                        7

<PAGE>   11

combinations. There is no cumulative voting in the election of Trust Managers.
We will have perpetual existence unless and until dissolved and terminated. Upon
our receipt of lawful payment therefor (including, without limitation, Units of
limited liability company interest in Oasis Martinique or units of limited
partnership in Camden Operating, L.P. upon redemption), the common shares will,
when issued, be fully paid and nonassessable, and will not be subject to
redemption except (as described in our Declaration of Trust) as necessary to
preserve our status as a REIT. None of our shareholders has preemptive rights to
subscribe for additional common shares or other securities except as may be
granted by the our Board.

PREFERRED SHARES

     Our Declaration of Trust authorizes 10,000,000 preferred shares. Our
Declaration of Trust also authorizes us to issue one or more series of preferred
shares, each such series to consist of such number of shares as is determined by
resolution of our Board. The preferred shares of each such series will have such
designations, preferences, conversion, exchange or other rights, relations,
limitations as to dividends, qualifications or terms, or conditions of
redemption thereof, as shall be stated by our Board in the resolutions providing
for the issuance of such series of preferred shares. The issuance in the future
of preferred shares or the designation of authorized but unissued preferred
shares with voting and other rights that may be established by our Board in its
discretion without shareholder approval may be used by us to create voting
impediments or otherwise delay or prevent a change in control.

SERIES A PREFERRED SHARES

     The Series A Preferred Shares are fully paid and nonassessable and no
holder of Series A Preferred Shares has any preemptive right to subscribe to any
securities. Unless converted into common shares or redeemed, our Series A
Preferred Shares have a perpetual term, with no maturity.

     Maturity; Redemption. Our Series A Preferred Shares have no stated
maturity, and are not subject to any sinking fund or mandatory redemption. The
shares are not redeemable prior to April 30, 2001 after which date, we may, at
our option, redeem the shares, in whole or in part, either for (i) the number of
common shares equal to the per share liquidation preference of the preferred
shares to be redeemed (without regard to any accumulated, accrued and unpaid
cash dividends to the date of redemption) divided by $32.4638 (which price is
subject to adjustment) or (ii) $25.00 in cash, plus any accumulated, accrued and
unpaid dividends.

     Ranking; Liquidation Preference. Our Series A Preferred Shares will rank
senior to our common shares with respect to payment of dividends and amounts
upon our liquidation, dissolution or winding up. Upon any such event, the
holders of Series A Preferred Shares will be entitled to receive a liquidation
preference of $25.00 per share plus an amount equal to all accumulated, accrued
and unpaid dividends, and no more.

     Dividends. Holders of Series A Preferred Shares will be entitled to
receive, when as and if declared by our Board, cumulative cash dividends payable
in an amount per share equal to the greater of (i) $0.5625 per quarter
(equivalent to $2.25 per annum) or (ii) the cash dividends paid or payable on a
number of our common shares equal to the number of common shares into which a
Series A Preferred Share is convertible.

     Voting Rights. Holders of our Series A Preferred Shares do not have any
voting rights, except if the dividends are in arrears for six or more quarterly
periods, in which case such holders may vote for the election of a total of two
additional Trust Managers.

     Conversion. Holders of Series A Preferred Shares may convert each of their
shares at any time up to the redemption date for such shares into 0.7701 of a
common share, subject to adjustment.

RESTRICTIONS ON OWNERSHIP

     For us to qualify as a REIT under the Internal Revenue Code, not more than
50% in value of our outstanding capital shares may be owned directly or
indirectly, by five or fewer individuals (as defined in the Internal Revenue
Code to include certain entities) during the last half of a taxable year, and
such shares must be beneficially owned by 100 or more persons during at least
335 days of a taxable year of 12 months, or during a proportionate part of a
shorter taxable year.


                                        8
<PAGE>   12

     Because our Board believes it is essential for us to continue to qualify as
a REIT, our Declaration of Trust, subject to certain exceptions, provides that
no holder may own, or be deemed to own by virtue of the attribution provisions
of the Internal Revenue Code, more than 9.8% of our total outstanding capital
shares. Our Trust Managers are not permitted to waive the 9.8% ownership limit.
Any transfer of shares that would: (i) create a direct or indirect ownership of
Shares in excess of the 9.8% ownership limit; (ii) result in our shares being
owned by fewer than 100 persons; (iii) result in our being "closely held" within
the meaning of Section 856(h) of the Internal Revenue Code; or (iv) result in
our disqualification as a REIT, will not be valid, and the intended transferee
will acquire no rights in the shares, except as provided in the Declaration of
Trust regarding Excess Securities.

     Our Declaration of Trust provides that capital shares owned, or deemed to
be owned, or transferred to a shareholder in excess of the 9.8% ownership limit
will automatically be deemed to be Excess Securities and as such will be deemed
to have been transferred to us as trustee of a trust for the exclusive benefit
of the transferees to whom such shares may ultimately be transferred without
violating this ownership limit. For purposes of this ownership limit,
convertible securities will be treated as if such securities had been converted
in calculating the ownership limit. While the Excess Securities are held in
trust, they will not be entitled to vote (except as required by law), and they
will not be entitled to participate in dividends or other distributions. Any
dividend or distribution paid to a proposed transferee of Excess Securities
prior to the discovery by us that shares have been transferred in violation of
the provisions of our Declaration of Trust must be repaid to us upon demand. The
original transferee-shareholder may, at any time the Excess Securities are held
by us in trust, transfer the interest in the trust representing the Excess
Securities to any individual whose ownership of the shares that have been deemed
to be Excess Securities would be permitted under the 9.8% ownership limit, at a
price not in excess of the price paid by the original transferee-shareholder for
the shares that were exchanged into Excess Securities. Immediately upon the
transfer to the permitted transferee, the Excess Securities will automatically
be deemed to be shares of the class from which they were converted. If the
foregoing transfer restrictions are determined to be void or invalid by virtue
of any legal decision, statute, rule or regulation, then the intended
transferee-shareholder of any Excess Securities may be deemed, at our option, to
have acted as an agent on behalf of us in acquiring the Excess Securities and to
hold the Excess Securities on our behalf.

     In addition to the foregoing transfer restrictions, we will have the right,
for a period of 90 days during the time any Excess Securities are held by us in
trust, to purchase all or any portion of the Excess Securities from the original
transferee-shareholder at the lesser of the price paid for the shares by the
original transferee-shareholder and the market price (as determined in the
manner set forth in our Declaration of Trust) of the shares on the date we
exercise our option to purchase. The 90-day period begins on the later of the
date of the violative transfer or date our Board determines that a violative
transfer has been made.

     All certificates representing common and preferred shares will bear a
legend referring to the restrictions described above.

     Each shareholder will upon demand be required to disclose to us in writing
any information with respect to the direct, indirect and constructive ownership
of beneficial interests as our Board deems necessary to comply with the
provisions of the Internal Revenue Code applicable to REITs, to comply with the
requirements of any taxing authority or governmental agency or to determine any
such compliance.

     The 9.8% ownership limit may have the effect of precluding acquisition of
control unless our Board and shareholders determine that maintenance of REIT
status is no longer in our best interest. See "Risk Factors--Provisions that
Could Limit a Change in Control or Deter a Takeover."

SHAREHOLDER LIABILITY

     Our Declaration of Trust provides that no shareholder will be personally or
individually liable in any manner whatsoever for any debt, act, omission or
obligation incurred by us or our Board. A shareholder shall be under no
obligation to us or to our creditors with respect to such shares other than the
obligation to pay to us the full amount of the consideration for which such
shares were issued or to be issued. By statute, the State of Texas provides
limited liability for shareholders of a REIT organized under the Texas Real
Estate Investment Trust Act.


                                        9

<PAGE>   13

TRANSFER AGENT AND REGISTRAR

     American Stock Transfer & Trust Company or its successor is the transfer
agent and registrar for the common and preferred shares.

                                EXCHANGE OF UNITS

     The description of the exchange rights of a holder of Units provided below
does not purport to be complete and is subject to and qualified in its entirety
by reference to the Exchange Rights Agreement, dated as of October 23, 1997,
among Oasis, Oasis Martinique and the unitholders named therein (the "Exchange
Agreement"), and the Amended and Restated Limited Liability Company Agreement of
Oasis Martinique, LLC, dated as of October 23, 1997 (the "LLC Agreement"), each
of which is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part.

     Each unitholder has the right, beginning on December 25, 1998, to require
us to acquire all or a portion of the Units held by it in exchange for, at our
election, cash or our common shares. No unitholder effecting an exchange of all
or a portion of the Units held by it is entitled to tender less than 1,000 Units
for exchange at any one time unless such lesser amount is all of the Units then
owned by the exchanging holder. As of the date of this Prospectus, the Selling
Holders own 886,022 Units. Upon exchange, the exchanging holder will receive
either that number of common shares determined by multiplying the number of
Units tendered by an adjustment factor or, at our election of an amount of cash
equal to the market value of such number of shares. As of the date of this
Prospectus, the adjustment factor is 0.759; however, the adjustment factor will
be adjusted to account for the economic effect of any (i) split or subdivision
of our common shares, (ii) reverse share split or other combination of
outstanding common shares or (iii) payment of dividends in our common shares to
holders of our common shares. If we elect to deliver cash in lieu of all or any
portion of the shares, the exchanging holder will receive shares valued at the
average of the daily closing prices for the 10 consecutive business days
commencing 15 business days before the date of tender.

     Our acquisition of the Units, whether they are acquired for common shares
or cash, will be treated as a sale of the Units to us for federal income tax
purposes. See "Certain Federal Income Tax Considerations--Tax Consequences of
the Exercise of Exchange Rights."

     An exchanging holder effecting an exchange of all or a portion of the Units
held by it must deliver to us an Exercise Notice, substantially in the form of
Exhibit B to the Exchange Agreement. Within 10 business days after our receipt
of the Exercise Notice, we will deliver a Response Notice in the form of Exhibit
A to the Exchange Agreement. On the twelfth business day after the date we
receive an Exercise Notice, we will deliver to the exchanging holder the number
of common shares to be exchanged or, at our election, cash, each in an amount
determined as described above. The common shares to be delivered will be duly
authorized, validly issued, fully paid and nonassessable shares, free of any
pledge, lien, encumbrance or restriction, other than those provided in our
Declaration of Trust, any claim pledge, lien, encumbrance or restriction
contained in an agreement to which the exchanging holder is a party or otherwise
imposed as a result of actions taken by the unitholder. We will pay any
documentary, stamp or similar issue or transfer tax due on the issue of common
shares upon exchange other than any tax that is due because such shares are to
issued in a name other than that of the exercising holder.

     Prior to the date that we receive the Exercise Notice, the exercising
holder will be treated as the holder of the tendered Units for all purposes of
the LLC Agreement, and will have no rights as a holder of our common shares. If
such date is a record date for the payment of a dividend, the exercising
unitholder will be treated as a holder of any common shares issuable pursuant to
the Exchange Agreement and not as a unitholder. As of such date, the unitholder
will, with certain exceptions, have no further claim or interest in the tendered
Units.


                                       10

<PAGE>   14

<TABLE>
<CAPTION>
                               COMPARISON OF OWNERSHIP OF UNITS AND COMMON SHARES

                  OASIS MARTINIQUE                                            CAMDEN PROPERTY TRUST

                                      FORM OF ORGANIZATION AND ASSETS OWNED

<S>                                                       <C>
Oasis Martinique was organized as a Delaware limited      Camden Property Trust is a Texas real estate investment      
liability company. Oasis Martinique owns the Villa        trust. We have elected to be taxed as a REIT under the       
Martinique apartment community in Orange, California.     Internal Revenue Code and intend to maintain our             
                                                          qualification as a REIT. At September 30, 1998, we owned     
                                                          interests in, operated or were developing 165 multifamily    
                                                          properties containing 56,750 apartment homes located in nine 
                                                          states. Fourteen of our multifamily properties containing    
                                                          5,680 apartment homes were under development at September    
                                                          30, 1998. We have several additional sites which we intend   
                                                          to develop into multifamily apartment communities.           
                                                          Additionally, we managed 2,377 apartment homes in six        
                                                          properties for third parties at September 30, 1998.          
                                                                                                                       

                                                    PURPOSE

Oasis Martinique's purpose is to own, manage, operate,    Under our Declaration of Trust, we may purchase, hold,         
maintain, improve, encumber, sell or otherwise dispose    lease, manage, sell, exchange, develop, subdivide and          
of, Villa Martinique and any other apartment buildings    improve real property and interests in real property, and,     
or communities acquired by Oasis Martinique and to        in general, carry on any other business and do any other act   
ultimately distribute funds.                              in connection with the foregoing and have and exercise all     
                                                          powers conferred by the laws of the State of Texas upon real   
                                                          restate investment trusts formed under the Texas Real Estate   
                                                          Investment Trust Act.                                          
                                                          
                                               ADDITIONAL EQUITY

As the managing member of Oasis Martinique, Camden        Subject to applicable New York Stock Exchange Rules, our    
Property Trust may determine that Oasis Martinique        Board may issue, in its discretion, additional common or    
requires additional funds and contribute such funds in    preferred shares, so long as the total number of shares     
exchange for capital contributions. The LLC Agreement     issued does not exceed the authorized number of shares set  
provides that no additional member may be admitted as     forth in our Declaration of Trust (100,000,000 common shares
a member of Oasis Martinique, except upon the             and 10,000,000 preferred shares).                           
acquisition of a member's interest in Oasis Martinique,   
and only upon our consent. The LLC Agreement also
provides that no additional Units will be issued.

                                              MANAGEMENT CONTROL

All management powers over the business and affairs of    Our Board of Trust Managers has exclusive control over our  
Oasis Martinique are vested in Camden Property Trust      business affairs subject only to the applicable provisions  
as the managing member. No non-managing member has any    of Texas law and the provisions of our Declaration of Trust 
right to participate in or exercise control or            and Bylaws.                                                 
management power over the business and affairs of Oasis   
Martinique, except for certain action that require the
consent of the non-managing members. See "--Voting
Rights" below.
</TABLE>


                                       11
<PAGE>   15

<TABLE>
<CAPTION>
                     OASIS MARTINIQUE                                               CAMDEN PROPERTY TRUST

                                                     FIDUCIARY DUTIES

<S>                                                              <C>
Under Delaware law, Camden Property Trust, as the managing       Under Texas law, our Board of Trust Managers must perform
member of Oasis Martinique, is accountable to Oasis              their duties in good faith and in a manner that they     
Martinique as fiduciary and, consequently, is required to        reasonably believe to be in our best interests. Trust    
exercise good faith and integrity in all of its dealings         Managers who act in such a manner generally will not be  
with respect to Oasis Martinique's affairs. The LLC              liable to us for monetary damages by reason of being a   
Agreement generally provides that we will incur no liability     member of the Board of Trust Managers.                   
to Oasis Martinique or any non-managing member for losses        
sustained or liabilities incurred as a result of errors in
judgment or of any act or omission if we acted in good
faith. In addition, we are not responsible for any
misconduct or negligence on the part of our officers,
directors or other agents provided we appointed such agents
in good faith. We may consult with legal counsel,
accountants, appraisers, management consultants investment
bankers and other consultants and advisors, and any action
we take or omit to take in reliance upon their opinion, as
to matters that we reasonably believe to be within their
professional or expert competence, will be conclusively
presumed to have been done or omitted in good faith and in
accordance with their opinion.

                                         MANAGEMENT LIABILITY AND INDEMNIFICATION

Oasis Martinique has agreed to indemnify each member and its     Our Trust Managers and officers will be indemnified against   
partners, directors, officers, employees or agents, which        judgments, fines, penalties, amounts paid in settlement and   
includes Camden Property Trust and our Trust Managers and        claims imposed upon or asserted against them as provided in   
officers, from and against all losses arising from any           the Texas Real Estate Investment Trusts Act and our           
actions that relate to the operations of property of Oasis       Declaration of Trust and Bylaws. Such indemnification covers  
Martinique, except (i) for fraud, willful misconduct, gross      all costs and expenses reasonably incurred by such officer    
negligence or knowing violations of the law or (ii) for any      or Trust Manager. Our Board, by a majority vote of a quorum   
transaction for which such indemnitee received an improper       (or, if unavailable, a committee) of disinterested Trust      
person benefit in violation or breach of any provision of        Managers or, under certain circumstances, independent         
the LLC Agreement or applicable law.                             counsel appointed by the Board, must determine that the       
                                                                 Trust Manager or officer seeking indemnification acted in     
                                                                 good faith while reasonably believing, in the case of         
                                                                 conduct in an official capacity, that such conduct was in     
                                                                 our best interests or, in all other cases, that such conduct  
                                                                 was at least not opposed to our best interests and, in the    
                                                                 case of any criminal proceeding, that such person had no      
                                                                 reasonable belief that such conduct was unlawful. If the      
                                                                 person involved is not a Trust Manager or officer, our Board  
                                                                 may cause us to indemnify to the same extent allowed for      
                                                                 Trust Managers and officers such person who was or is a       
                                                                 party to a proceeding, by reason of the fact that such        
                                                                 person is or was our employee or agent, or is or was serving  
                                                                 at our request as a Trust Manager, officer, employee or       
                                                                 agent of another corporation, partnership, joint venture,     
                                                                 trust employee benefit plan or other enterprise.              
</TABLE>


                                       12
<PAGE>   16
<TABLE>
<CAPTION>
                     OASIS MARTINIQUE                                               CAMDEN PROPERTY TRUST

                                                ANTI-TAKEOVER PROVISIONS

<S>                                                              <C>
Except in limited circumstances (See "-Voting Rights"            Our Declaration of Trust and Bylaws contain a number of         
below), we have exclusive management power over the business     provisions that may have the effect of delaying or              
and affairs of Oasis Martinique. Accordingly, we may hinder      discouraging an unsolicited proposal for our acquisition or     
the ability of Oasis Martinique to engage in a merger            the removal of incumbent management, including, among           
transaction or other business combination. We may not be         others, (1) authorized capital shares that may be issued as     
removed as managing member by the other members with or          preferred shares in the discretion of our Board, with           
without cause. Under the LLC Agreement, we must obtain the       superior voting rights to the common shares, (2) provisions     
consent of non-managing members holding 80% of the               designed to avoid concentration of share ownership in a         
outstanding Units prior to entering into certain merger          manner that would jeopardize our status as a REIT under the     
transactions. These limitations may have the effect of           Internal Revenue Code and (3) provisions that, under certain    
hindering the ability of Oasis Martinique to enter into          circumstances, the affirmative vote of the holders of not       
certain business combinations. A non-managing member is          less than 80% of our outstanding capital shares is required     
restricted in its right to transfer Units without our            for the approval or authorization of certain business           
consent. Also, on and after the date on which the                combinations.                                                   
non-managing members hold less than 88,602 Units, we have        
the right to acquire all of the outstanding Units held by
the non-managing members.

                                                      VOTING RIGHTS

Under the LLC Agreement, the non-managing members have           At each annual meeting of shareholders, shareholders elect     
voting rights only as to specified matters, including (1)        our Trust Managers.                                            
dissolving or liquidating Oasis Martinique, (2) filing a                                                                        
petition for relief or otherwise commencing a case with          Texas law requires that certain major corporate                
respect the Oasis Martinique, (3) consenting to the entry of     transactions, including most amendments to our Declaration     
an order for relief in an involuntary case with respect to       of Trust, may not be consummated without shareholder           
Oasis Martinique, (4) consenting to the appointment of a         approval. All common shares have one vote per share and our    
guardian of Oasis Martinique for all or substantially all of     Declaration of Trust permits the Board to classify and issue   
its property, (5) making a general assignment for the            preferred shares in one or more series having voting power     
benefit of creditors of Oasis Martinique, (6) causing Oasis      which may differ from that of the common shares. See           
Martinique to merge or consolidate with or sell or otherwise     "Description of Capital Shares."                               
dispose of all or substantially all of its assets to any         
other person, except in a transaction or series of
transactions described in Section 1031 of the Internal
Revenue Code, (7) commingling the assets of Oasis Martinique
with those of any other person, (8) causing Oasis Martinique
to guarantee or become obligated for the debts of any other
person or hold out Oasis Martinique's credit as being
available to satisfy obligations of others, (9) causing
Oasis Martinique to pledge or otherwise encumber its assets
for the benefit of any other person, (10) amending,
modifying or terminating the LLC Agreement other than to
reflect the admission, substitution, termination or
withdrawal of members, (11) subject to certain rights of
transfer provided in the LLC Agreement, transferring or
approving or acquiescing in the transfer of the membership
interest of the managing member, or admit into Oasis
Martinique any successor managing member, (12) entering a
decree of judicial dissolution of Oasis Martinique or (13)
having any subsidiary of Oasis Martinique. The non-managing
members do not otherwise have the right to vote on decisions
relating to the operations or management of Oasis
Martinique.
</TABLE>


                                       13
<PAGE>   17
<TABLE>
<CAPTION>
                     OASIS MARTINIQUE                                               CAMDEN PROPERTY TRUST

                                                  LIABILITY OF INVESTORS

<S>                                                              <C>
Under the LLC Agreement and Delaware law, the liability of       Under Texas law, shareholders are not liable for our debts   
non-managing members for the debts and obligations of Oasis      or obligations.                                              
Martinique is generally limited to the amount of their           
investment in Oasis Martinique, together with their interest
in any undistributed income.

                                                        LIQUIDITY

Non-managing members may not generally transfer their Units      Shares issued pursuant to this Prospectus will be freely          
without our consent.                                             transferable, subject to prospectus delivery and other            
                                                                 requirements of the Securities Act of 1933.                       
                                                                                                                                   
                                                                 Our common shares are listed on the New York Stock Exchange.      
                                                                 The breadth and strength of this secondary market will            
                                                                 depend, among other things, upon the number of shares             
                                                                 outstanding, our financial results and prospects, the             
                                                                 general interest in our and other real estate investments,        
                                                                 and our dividend yield compared to that of other debt and         
                                                                 equity securities.                                                

                                                  DISTRIBUTION RIGHTS

Under the LLC Agreement, Oasis Martinique makes quarterly        Holders of our common shares are entitled to such dividends       
distributions to non-managing members as generally described     as may be legally declared from time to time by our Board.        
below:                                                           In order for us to qualify as a REIT, we are required to          
                                                                 distribute with respect to each taxable year dividends            
o    an amount per Unit equal to the cash dividend a             (other than capital gain dividends) to our shareholders in        
     unitholder would have received if its Units had been        an aggregate amount at least equal to (i) the sum of (A) 95%      
     exchanged for Camden common shares; and                     of our "REIT taxable income" (computed without regard to the      
                                                                 dividends paid deduction and its net capital gain) and (B)        
o    an amount to all non-managing members equal to 5% of        95% of the net income (after tax), if any, from foreclosure       
     Oasis Martinique's net cash flow in excess of $6.6          property, minus (ii) the sum of certain items of non-cash         
     million, payable to each non-managing member in             income.                                                           
     proportion to its Unit holdings; and

o    an amount to all non-managing members equal to 1% of
     any remaining net cash flow, payable to each
     non-managing member in proportion to its Unit holdings.
</TABLE>


                                       14
<PAGE>   18

<TABLE>
<CAPTION>
                                                       TAXES

<S>                                                              <C>
Oasis Martinique itself is not subject to federal income         Distributions made by us to our taxable domestic               
taxes. Instead, each unitholder includes its allocable share     shareholders out of current or accumulated earnings and        
of Oasis Martinique's taxable income or loss in determining      profits will be taken into account by them as ordinary         
its individual federal income tax liability. Cash                income. Distributions that are designated as capital gain      
distributions from Oasis Martinique are not taxable to a         dividends generally will be taxed as gains from the sale or    
unitholder except to the extent they exceed such holder's        disposition of a capital asset. Distributions in excess of     
basis in its interest in Oasis Martinique (which will            current or accumulated earnings and profits will be treated    
include such holder's allocable share of Oasis Martinique        as a non-taxable return of basis to the extent of a            
non-recourse debt).                                              shareholder's adjusted basis in its common shares, with the    
                                                                 excess taxed as capital gain. See "Certain Federal Income      
Income and loss from Oasis Martinique generally is subject       Tax Considerations."                                           
to the "passive activity" limitations. Under the "passive                                                                       
activity" rules, income and loss from Oasis Martinique that      Dividends paid by us will be treated as "portfolio" income     
is considered "passive income" generally can be offset           and cannot be offset with losses from "passive activities."    
against income and loss from other investments that                                                                             
constitute "passive activities."                                 Shareholders who are individuals generally will not be         
                                                                 required to file state income tax returns and/or pay state     
Unitholders are required, in some cases, to file state           income taxes outside of their state of residence with          
income tax returns and/or pay state income taxes in the          respect to our operations and distributions. We may be         
states in which Oasis Martinique owns property, even if they     required to pay state income taxes in certain states.          
are not residents of those states.                               
</TABLE>

                    CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

     The following is a general summary of the material federal income tax
considerations to us based on current law, is not tax advice and is for general
information only. The following discussion is not exhaustive of all possible tax
considerations and is not tax advice. Moreover, this summary does not deal with
all tax aspects that might be relevant to a particular prospective holder of
common shares in light of its individual investment or tax circumstances; nor
does it deal with particular types of holders that are subject to special
treatment under the Internal Revenue Code, such as insurance companies,
financial institutions and broker-dealers. The Internal Revenue Code provisions
governing the federal income tax treatment of REITs are highly technical and
complex, and this summary is qualified in its entirety by the applicable
Internal Revenue Code provisions, rules and regulations promulgated thereunder,
and administrative and judicial interpretations thereof.

     YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO YOUR SPECIFIC
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE PURCHASE,
HOLDING AND SALE OF COMMON SHARES AND OF POTENTIAL CHANGES IN APPLICABLE TAX
LAWS.

     We have elected to be taxed as a REIT under the Internal Revenue Code. We
believe that we have been organized, have operated and will operate in such a
manner as to qualify for taxation as a REIT under the Internal Revenue Code. No
assurance can be given, however, that such requirements will be met in the
future.

TAX CONSEQUENCES OF THE EXERCISE OF EXCHANGE RIGHTS

     If you exercise your right to require us to acquire all or part of your
Units, your disposition of Units in exchange for common shares or cash (an
"Exchange") will be a fully taxable transaction, and you will generally
recognize gain in an amount equal to the value of the common shares and the
amount of cash received pursuant to the Exchange, plus the amount of liabilities
of Oasis Martinique allocable to the Units being exchanged, less your tax basis
in such Units. However, in the event that we pay you cash for some of your Units
and we receive such cash from Oasis Martinique in order to make such payment to
you, it is possible that such payment will be treated for federal income tax
purposes as a redemption by Oasis Martinique of the Units you exchange for cash,
in which case you would recognize gain only to the extent the cash received for
such Units, plus the amount of any reduction of Oasis Martinique liabilities
allocable to you, exceed your adjusted tax basis in all of your Units prior to
such payment. The recognition of any loss resulting from an Exchange is subject
to a 


                                       15
<PAGE>   19

number of limitations set forth in the Internal Revenue Code. The character of
any such gain or loss as capital or ordinary will depend on the nature of the
assets of Oasis Martinique at the time of the Exchange.

FEDERAL INCOME TAXATION OF THE COMPANY

     If and as long as we qualify for taxation as a REIT, we generally will not
be subject to federal corporate income taxes on that portion of our ordinary
income or capital gain that is currently distributed to shareholders. The REIT
provisions of the Internal Revenue Code generally allow a REIT to deduct
dividends paid to our shareholders. This deduction for dividends paid to
shareholders substantially eliminates the federal "double taxation" on earnings
(once at the corporate level and once again at the shareholder level) that
usually results from investments in a corporation.

     Even if we qualify for taxation as a REIT, we will be subject to federal
income tax, however, as follows:

          First, we will be taxed at regular corporate rates on our
     undistributed REIT taxable income, including undistributed net capital
     gains.

          Second, under certain circumstances, we may be subject to the
     "alternative minimum tax" as a consequence of our items of tax preference
     to the extent that such tax exceeds our regular tax.

          Third, if we have net income from the sale or other disposition of
     "foreclosure property" that is held primarily for sale to customers in the
     ordinary course of business or other non-qualifying income from foreclosure
     property, we will be subject to tax at the highest corporate rate on such
     income.

          Fourth, if we have net income from prohibited transactions (which are,
     in general, certain sales or other dispositions of property held primarily
     for sale to customers in the ordinary course of business, but excluding
     foreclosure property), such income will be subject to a 100% tax.

          Fifth, if we should fail to satisfy certain gross income tests, but
     have nonetheless maintained our qualification as a REIT because certain
     other requirements had been met, we will be subject to a 100% tax on the
     net income attributable to the greater of the amount by which we fail such
     tests, multiplied by a fraction intended to reflect our profitability.

          Sixth, if we fail to distribute during each year at least the sum of
     (i) 85% of our REIT ordinary income for such year, (ii) 95% of our REIT
     capital gain net income for such year and (iii) any undistributed taxable
     income from prior periods, we will be subject to a 4% excise tax on the
     excess of such required distributions over the distributed amount.

          Seventh, if we should acquire any asset from a C corporation (i.e., a
     corporation subject to full corporate-level tax) in a carryover-basis
     transaction and we subsequently recognize gain on the disposition of such
     asset during the ten-year period (the "Recognition Period") beginning on
     the date on which we acquired the asset, then the excess of (a) the fair
     market value of the asset as of the beginning of the applicable Recognition
     Period over (b) our adjusted basis in such asset as of the beginning of
     such Recognition Period will be subject to tax at the highest regular
     corporate rate, pursuant to guidelines issued by the Internal Revenue
     Service.

FAILURE TO QUALIFY AS A REIT

     If we fail to qualify for taxation as a REIT in any taxable year and
certain relief provisions do not apply, we will be subject to tax (including any
applicable alternative minimum tax) on our taxable income at regular corporate
rates. Distributions to shareholders in any year in which we fail to qualify as
a REIT will not be deductible by us nor will they be required to be made. In
such event, to the extent of current and accumulated earnings and profits, all
distributions to shareholders will be dividends, taxable as ordinary income, and
subject to certain limitations of the Internal Revenue Code, corporate
distributees may be eligible for the dividends-received deduction. Unless we are
entitled to relief under specific statutory provisions, we also will be
disqualified from taxation as a REIT for the four taxable years following the
year during which qualification was lost. It is not possible to state whether in
all circumstances we would be entitled to such statutory relief. For example, if
we fail to satisfy the gross income tests because nonqualifying income that we
intentionally incur 


                                       16
<PAGE>   20

exceeds the limit on such income, the Internal Revenue Service could conclude
that our failure to satisfy the tests was not due to reasonable cause.

TAXATION OF TAXABLE U.S. SHAREHOLDERS

     As used below, the term "U.S. Shareholder" means a holder of common shares
of who (for United States federal income tax purposes):

     o    is a citizen or resident of the United States;

     o    is a corporation, partnership, or other entity created or organized in
          or under the laws of the United States or of any state thereof or in
          the District of Columbia, unless, in the case of a partnership,
          Treasury Regulations provide otherwise;

     o    is an estate the income of which is subject to United States federal
          income taxation regardless of its source; or

     o    is a trust whose administration is subject to the primary supervision
          of a United States court and which has one or more United States
          persons who have the authority to control all substantial decisions of
          the trust.

     Notwithstanding the preceding sentence, to the extent provided in Treasury
Regulations, certain trusts in existence on August 20, 1996, and treated as
United States persons prior to this date that elect to continue to be treated as
United States persons, will also be considered U.S. Shareholders.

     Distributions Generally. As long as we qualify as a REIT, distributions out
of our current or accumulated earnings and profits, other than capital gain
dividends discussed below, will constitute dividends taxable to our taxable U.S.
Shareholders as ordinary income. These distributions will not be eligible for
the dividends-received deduction in the case of U.S. Shareholders that are
corporations. For purposes of determining whether distributions to holders of
common shares are out of current or accumulated earnings and profits, our
earnings and profits will be allocated first to our outstanding preferred shares
and then to common shares.

     To the extent that we make distributions, other than capital gain
dividends, in excess of our current and accumulated earnings and profits, these
distributions will be treated first as a tax-free return of capital to each U.S.
Shareholder. This treatment will reduce the adjusted basis which each U.S.
Shareholder has in its shares for tax purposes by the amount of the distribution
(but not below zero). Distributions in excess of a U.S. Shareholder's adjusted
basis in its shares will be taxable as capital gains (provided that the shares
have been held as a capital asset) and will be taxable as long-term capital gain
if the shares have been held for more than one year. Dividends we declare in
October, November, or December of any year and payable to a shareholder of
record on a specified date in any of these months will be treated as both paid
by us and received by the shareholder on December 31 of that year, provided we
actually pay the dividend on or before January 31 of the following calendar
year. Shareholders may not include in their own income tax returns any of our
net operating losses or capital losses.

     Capital Gain Distributions. Distributions that we properly designate as
capital gain dividends will be taxable to taxable U.S. Shareholders as gains (to
the extent that they do not exceed our actual net capital gain for the taxable
year) from the sale or disposition of a capital asset. Depending on the period
of time we have held the assets which produced these gains, and on certain
designations, if any, which we may make, these gains may be taxable to
non-corporate U.S. Shareholders at a 20% or 25% rate. U.S. Shareholders that are
corporations may, however, be required to treat up to 20% of certain capital
gain dividends as ordinary income. For a discussion of the manner in which that
portion of any dividends designated as capital gain dividends will be allocated
among the holders of our preferred and common shares, see "Description of
Capital Shares."

     Passive Activity Losses and Investment Interest Limitations. Distributions
we make and gain arising from the sale or exchange by a U.S. Shareholder of our
shares will not be treated as passive activity income. As a result, U.S.
Shareholders generally will not be able to apply any "passive losses" against
this income or gain. Distributions we make (to the extent they do not constitute
a return of capital) generally will be treated as investment income for purposes
of computing the


                                       17
<PAGE>   21

investment interest limitation. Gain arising from the sale or other disposition
of our shares, however, will not be treated as investment income under certain
circumstances.

     Retention of Net Long-Term Capital Gains. We may elect to retain, rather
than distribute as a capital gain dividend, our net long-term capital gains. If
we make this election, we would pay tax on our retained net long-term capital
gains. In addition, to the extent we designate, a U.S. Shareholder generally
would:

     o    include its proportionate share of our undistributed long-term capital
          gains in computing its long-term capital gains in its return for its
          taxable year in which the last day of our taxable year falls (subject
          to certain limitations as to the amount that is includable);

     o    be deemed to have paid the capital gains tax imposed on us on the
          designated amounts included in the U.S. Shareholder's long-term
          capital gains;

     o    receive a credit or refund for the amount of tax deemed paid by it;

     o    increase the adjusted basis of its common shares by the difference
          between the amount of includable gains and the tax deemed to have been
          paid by it; and

     o    in the case of a U.S. Shareholder that is a corporation, appropriately
          adjust its earnings and profits for the retained capital gains in
          accordance with Treasury Regulations to be prescribed by the Internal
          Revenue Service.

DISPOSITIONS OF COMMON SHARES

     If you are a U.S. Shareholder and you sell or dispose of your common
shares, you will recognize gain or loss for federal income tax purposes in an
amount equal to the difference between the amount of cash and the fair market
value of any property you receive on the sale or other disposition and your
adjusted basis in the shares for tax purposes. This gain or loss will be capital
if you have held the common shares as a capital asset and will be long-term
capital gain or loss if you have held the common shares for more than one year.
In general, if you are a U.S. Shareholder and you recognize loss upon the sale
or other disposition of common shares that you have held for six months or less
(after applying certain holding period rules), the loss you recognize will be
treated as a long-term capital loss, to the extent you received distributions
from us which were required to be treated as long-term capital gains.

BACKUP WITHHOLDING

     We report to our U.S. Shareholders and the Internal Revenue Service the
amount of dividends paid during each calendar year, and the amount of any tax
withheld. Under the backup withholding rules, a shareholder may be subject to
backup withholding at the rate of 31% with respect to dividends paid unless the
holder is a corporation or comes within certain other exempt categories and,
when required, demonstrates this fact, or provides a taxpayer identification
number, certifies as to no loss of exemption from backup withholding, and
otherwise complies with applicable requirements of the backup withholding rules.
A U.S. Shareholder that does not provide us with its correct taxpayer
identification number may also be subject to penalties imposed by the Internal
Revenue Service. Backup withholding is not an additional tax. Any amount paid as
backup withholding will be creditable against the shareholder's income tax
liability. In addition, we may be required to withhold a portion of capital gain
distributions to any shareholders who fail to certify their non-foreign status.
See "--Taxation of Non-U.S. Shareholders."

TAXATION OF TAX-EXEMPT SHAREHOLDERS

     The Internal Revenue Service has ruled that amounts distributed as
dividends by a qualified REIT do not constitute unrelated business taxable
income ("UBTI") when received by a tax-exempt entity. Based on that ruling,
provided that a tax-exempt shareholder (except certain tax-exempt shareholders
described below) has not held its shares as "debt financed property" within the
meaning of the Internal Revenue Code (generally, common shares, the acquisition
of which was financed through a borrowing by the tax exempt shareholder) and the
shares are not otherwise used in a trade or business, dividend income from us
will not be UBTI to a tax-exempt shareholder. Similarly, income from the sale
of shares will not 


                                       18

<PAGE>   22

constitute UBTI unless a tax-exempt shareholder has held its shares as "debt
financed property" within the meaning of the Internal Revenue Code or has used
the shares in its trade or business.

     For tax-exempt shareholders that are social clubs, voluntary employee
benefit associations, supplemental unemployment benefit trusts, and qualified
group legal services plans exempt from federal income taxation under Internal
Revenue Code Section 501(c)(7), (c)(9), (c)(17) and (c)(20), respectively,
income from an investment in our shares will constitute UBTI unless the
organization is able to properly deduct amounts set aside or placed in reserve
for certain purposes so as to offset the income generated by its investment in
our shares. These prospective investors should consult their own tax advisors
concerning these "set aside" and reserve requirements.

     Notwithstanding the above, however, a portion of the dividends paid by a
"pension held REIT" will be treated as UBTI as to any trust that:

     o    is described in Section 401(a) of the Internal Revenue Code;

     o    is tax-exempt under Section 501(a) of the Internal Revenue Code; and

     o    holds more than 10% (by value) of the interests in the REIT.

Tax-exempt pension funds that are described in Section 401(a) of the Code are
referred to below as "qualified trusts."

     A REIT is a "pension held REIT" if:

     o    it would not have qualified as a REIT but for the fact that Section
          856(h)(3) of the Internal Revenue Code provides that stock owned by
          qualified trusts will be treated, for purposes of the "not closely
          held" requirement, as owned by the beneficiaries of the trust (rather
          than by the trust itself); and

     o    either at least one such qualified trust holds more than 25% (by
          value) of the interests in the REIT, or one or more such qualified
          trusts, each of which owns more than 10% (by value) of the interests
          in the REIT, holds in the aggregate more than 50% (by value) of the
          interests in the REIT.

     The percentage of any REIT dividend treated as UBTI is equal to the ratio
of:

     o    the UBTI earned by the REIT (treating the REIT as if it were a
          qualified trust and therefore subject to tax on UBTI) to

     o    the total gross income of the REIT.

     A de minimis exception applies where the percentage is less than 5% for any
year. The provisions requiring qualified trusts to treat a portion of REIT
distributions as UBTI will not apply if the REIT is able to satisfy the "not
closely held" requirement without relying upon the "look-through" exception with
respect to qualified trusts.

TAXATION OF NON-U.S. SHAREHOLDERS

     The preceding discussion does not address the rules governing United States
federal income taxation of the ownership and disposition of common shares by
persons that are not U.S. Shareholders ("Non-U.S. Shareholders"). In general,
Non-U.S. Shareholders may be subject to special tax withholding requirements on
distributions from us and with respect to their sale or other disposition of our
common shares, except to the extent reduced or eliminated by an income tax
treaty between the United States and the Non-U.S. Shareholder's country. A
Non-U.S. Shareholder who is a shareholder of record and is eligible for
reduction or elimination of withholding must file an appropriate form with us in
order to claim such treatment. Non-U.S. Shareholders should consult their own
tax advisors concerning the federal income tax consequences to them of an
acquisition of common shares, including the federal income tax treatment of
dispositions of interests in us and the receipt of distributions from us.


                                       19


<PAGE>   23

OTHER TAX CONSEQUENCES

     We may be subject to state or local taxation in various state or local
jurisdictions, including those in which we transact business and our
shareholders may be subject to state or location taxation in various state or
local jurisdictions, including those in which they reside. Our state and local
tax treatment may not conform to the federal income tax consequences discussed
above. In addition, your state and locate tax treatment may not conform to the
federal income tax consequences discussed above. Consequently, you should
consult your tax advisors regarding the effect of state and local tax laws on a
disposition of Units or an investment in our shares.

                                 SELLING HOLDERS

     As of December 31, 1998 the only Selling Holders were ISCO, IFT Properties,
Ltd. and Merrill Lynch International Private Finance Limited, whose only
material relationship with us has been the formation of Oasis Martinique and the
ownership of the Units. As of December 31, 1998, the only securities of Camden
Property Trust beneficially owned by the Selling Holders were 886,022 Units.
Each Unit may be exchanged for 0.759 of a common share, subject to adjustment if
we split or subdivide our common shares, effect a reverse share split or
otherwise combine our outstanding common shares, or pay a share dividend to 
holders of our common shares. In lieu of issuing common shares upon the exchange
of the Units, we may, at our option, issue cash in an amount equal to the market
value of an equivalent number of common shares. Assuming the exchange of each
Unit for 0.759 of a common share, the maximum number of common shares that may
be sold by the Selling Holders is 672,490 shares.

     Since the Selling Holder(s) may sell all, some or none of their shares, no
estimate can be made of the aggregate number of shares that are to be offered by
the Selling Holders hereby or that will be owned by each Selling Holder upon
completion of the offering to which this Prospectus relates.

     Pursuant to the Exchange Agreement and the LLC Agreement, the Selling
Holders may transfer Units under certain circumstances. Such transferees of the
Units may also be Selling Holders under this Prospectus. One or more
supplemental prospectuses will be filed pursuant to Rule 424 under the
Securities Act of 1933 to set forth the required information regarding any
additional Selling Holders.

                              PLAN OF DISTRIBUTION

     This Prospectus relates to (i) our possible issuance of common shares if,
and to the extent that, holders of Units tender such Units for exchange and (ii)
the offer and sale from time to time of any shares that may be issued to such
unitholders. We have registered the shares for sale to provide the holders
thereof with freely tradable securities, but registration of such shares does
not necessarily mean that any of such shares will be offered or sold by the
holders thereof.

     We will not receive any proceeds from the offering by the Selling Holders
or from the issuance of common shares to unitholders upon receiving a notice of
exchange (but we may acquire from such holders the Units tendered). Our common
shares may be sold from time to time to purchasers directly by any of the
Selling Holders. Alternatively, the Selling Holders may from time to time offer
the shares through dealers or agents, who may receive compensation in the form
of commissions from the Selling Holders and/or the purchasers of shares for whom
they may act as agent. The sale of the shares by Selling Holders may be effected
from time to time in one or more negotiated transactions at negotiated prices or
in transactions on any exchange or automated quotation system on which the
securities may be listed or quoted. The Selling Holders and any dealers or
agents that participate in the distribution of our common shares may be deemed
to be underwriters within the meaning of the Securities Act of 1933 and any
profit on the sale of our common shares by them and any commissions received by
any such dealers or agents might be deemed to be underwriting commissions under
such Act.

     In order to comply with certain states securities laws, if applicable, the
common shares will not be sold in a particular state unless the shares have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.

     One or more supplemental prospectuses will be filed pursuant to Rule 424
under the Securities Act of 1933 to describe any material arrangements for the
distribution of the shares when such arrangements are entered into by the
Selling Holders and any broker-dealers that participate in the distribution of
our common shares.


                                       20
<PAGE>   24

                                  LEGAL MATTERS

     Certain legal matters relating to the validity of the common shares offered
hereby will be passed upon for us by Locke Liddell & Sapp LLP, Dallas, Texas.

                                     EXPERTS

     The consolidated financial statements and related financial statement
schedule incorporated in this Prospectus by reference from the Annual Report on
Form 10-K of Camden Property Trust for the year ended December 31, 1997 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.


                                       21

<PAGE>   25





                                 672,490 Shares



                                 CAMDEN PROPERTY
                                      TRUST


                                Common Shares of
                               Beneficial Interest
                           (Par Value $.01 Per Share)



                             -----------------------

                                   PROSPECTUS

                             -----------------------



     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR IN
DOCUMENTS THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE
YOU WITH INFORMATION THAT IS DIFFERENT.

     THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE COMMON SHARES OFFERED. THIS PROSPECTUS IS NOT AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES TO ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
CORRECT ON ANY DATE AFTER THE DATE ON THE PROSPECTUS, EVEN THOUGH THIS
PROSPECTUS IS DELIVERED OR SHARES ARE SOLD PURSUANT TO THIS PROSPECTUS ON A
LATER DATE.





                                 ________, 1999
<PAGE>   26

                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the estimated expenses in connection with
the offering contemplated by this Registration Statement:

Registration Fee...................................................   $ 4,920
Accounting Fees and Expenses........................................    5,000
Legal Fees and Expenses.............................................    5,000
Miscellaneous.......................................................    2,080
                                                                      -------
Total...............................................................  $17,000

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (B) of Section 9.20 of the Texas Real Estate Investment Trust
Act, as amended (the "Act"), empowers a real estate investment trust to
indemnify any person who was, is, or is threatened to be made a named defendant
or respondent in any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, or any inquiry
or investigation that can lead to such an action, suit or proceeding because the
person is or was a trust manager, officer, employee or agent of the real estate
investment trust or is or was serving at the request of the real estate
investment trust as a trust manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another real
estate investment trust, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise against
expenses (including court costs and attorney fees), judgments, penalties, fines
and settlements if he conducted himself in good faith and reasonably believed
his conduct was in or not opposed to the best interests of the real estate
investment trust and, in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.

     The Act further provides that, except to the extent otherwise permitted by
the Act, a person may not be indemnified in respect of a proceeding in which the
person is found liable on the basis that personal benefit was improperly
received by him or in which the person is found liable to the real estate
investment trust. Indemnification pursuant to Subsection (B) of Section 9.20 of
the Act is limited to reasonable expenses actually incurred and may not be made
in respect of any proceeding in which the person has been found liable for
willful or intentional misconduct in the performance of his duty to the real
estate investment trust.

     Subsection (C) of Section 15.10 of the Act provides that a trust manager
will not be liable for any claims or damages that may result from his acts in
the discharge of any duty imposed or power conferred upon him by the real estate
investment trust, if, in the exercise of ordinary care, he acted in good faith
and in reliance upon information, opinions, reports, or statements, including
financial statements and other financial data, concerning the real estate
investment trust, that were prepared or presented by officers or employees of
the real estate investment trust, legal counsel, public accountants, investment
bankers, or certain other professionals, or a committee of trust managers of
which the trust manager is not a member. In addition, no trust manager shall be
liable to the real estate investment trust for any act, omission, loss, damage,
or expense arising from the performance of his duty to a real estate investment
trust, save only for his own willful misfeasance, willful malfeasance or gross
negligence.

     Article Sixteen of Camden Property Trust's (the "Company's") Amended and
Restated Declaration of Trust provides that the Company shall indemnify officers
and trust managers, as set forth below:

          (a)  The Company shall indemnify, to the extent permitted by Texas law
               in accordance with the Company's Bylaws, every person who is or
               was a trust manager or officer of the Company or its corporate
               predecessor and any person who is or was serving at the request
               of the Company or its corporate predecessor as a director,
               officer, partner, venturer, proprietor, trustee, employee, agent
               or similar functionary of another foreign or domestic
               corporation, partnership, joint venture, sole proprietorship,
               trust, employee benefit plan or other enterprise with respect to
               all costs and expenses incurred by such person as a result of
               such person being made or threatened to be made 

                                      II-1


<PAGE>   27

               a defendant or respondent in a proceeding by reason of his
               holding or having held a position named above in this paragraph.

          (b)  If the indemnification provided in paragraph (a) is either (i)
               insufficient to cover all costs and expenses incurred by any
               person named in such paragraph as a result of such person being
               made or threatened to be made a defendant or respondent in a
               proceeding by reason of his holding or having held a position
               named in such paragraph or (ii) not permitted by Texas law, the
               Company shall indemnify, to the fullest extent that
               indemnification is permitted by Texas law, every person who is or
               was a trust manager or officer of the Company or its corporate
               predecessor and any person who is or was serving at the request
               of the Company or its corporate predecessor as a director,
               officer, partner, venturer, proprietor, trustee, employee, agent
               or similar functionary of another foreign or domestic
               corporation, partnership, joint venture, sole proprietorship,
               trust, employee benefit plan or other enterprise with respect to
               all costs and expenses incurred by such person as a result of
               such person being made or threatened to be made a defendant or
               respondent in a proceeding by reason of his holding or having
               held a position named above in this paragraph.

     The Company's Bylaws provide that the Company may indemnify any trust
manager or officer of the Company who was, is or is threatened to be made a
party to any suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, because the person is or was a trust manager,
officer, employee or agent of the Company, or is or was serving at the request
of the Company in the same or another capacity in another corporation or
business association, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred if it is determined that the person: (i)
conducted himself in good faith, (ii) reasonably believed that, in the case of
conduct in his official capacity, his conduct was in the best interests of the
Company, and that, in all other cases, his conduct was at least not opposed to
the best interests of the Company, and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided that, if the person is found liable to the Company, or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification (A) is limited to reasonable expenses actually incurred by the
person in connection with the proceeding and (B) will not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the Company.

ITEM 16. EXHIBITS

     4.1  Amended and Restated Declaration of Trust, as amended (filed as
          Exhibit 3.1 to Camden Property Trust's Annual Report on Form 10-K for
          the year ended December 31, 1993 (File No. 1-12110) and incorporated
          herein by reference)

     4.2  Second Amended and Restated Bylaws of the Company (filed as Exhibit
          3.1 to Camden Property Trust's Annual Report on Form 10-K for the year
          ended December 31, 1997 (File No. 1-12110) and incorporated herein by
          reference)

     4.3  Specimen certificate for Common Shares (filed as Exhibit 4.1 to Camden
          Property Trust's Registration Statement on Form S-11 filed September
          15, 1993 (No. 33-68736) and incorporated herein by reference)

     4.4  Form of Statement of Designation, Preferences and Rights of Series A
          Cumulative Convertible Preferred Shares of Beneficial Interest (filed
          as Exhibit 4.1 to Camden Property Trust's Registration Statement on
          Form S-4 filed February 6, 1998 (No. 333-45817) and incorporated
          herein by reference)

    *5.1  Opinion of Locke Liddell & Sapp LLP as to the legality of the
          securities being registered

   **8.1  Opinion of Locke Liddell & Sapp LLP as to certain tax matters

   *23.1  Consent of Deloitte & Touche LLP

    23.2  Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto)

    23.3  Consent of Locke Liddell & Sapp LLP (included in Exhibit 8.1 hereto)

    24.1  Power of Attorney (included on signature page)

   *99.1  Form of Registration Rights Agreement, dated as of April 6, 1998, by
          and among Oasis Residential, Inc., ISCO and IFT Properties, Ltd.

   *99.2  Form of Registration Rights Agreement, dated as of April 2, 1998,
          by and between Oasis Residential, Inc. and Merrill Lynch International
          Private Finance Limited

    99.3  Contribution Agreement, dated as of October 23, 1998, by and among
          Oasis Residential, Inc., Costa Mesa Partners, LLC, ISCO, IFT
          Properties, Ltd, Edward Israel and Robert Cohen (filed as Exhibit
          10.58 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the
          year ended December 31, 1997 (File No. 1-12428) and incorporated
          herein by reference)


                                      II-2
<PAGE>   28

    99.4  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 (filed as 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) and incorporated
          herein by reference)

    99.5  Exchange Agreement, dated as of October 23, 1998, by and among Oasis
          Residential, Inc., Oasis Martinique, LLC and the holders listed
          thereon (filed as 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) and incorporated herein by reference)

- ----------

*   Filed herewith.
**  To be filed by amendment.

ITEM 17. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933, as amended (the "Securities
                     Act");

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), that are incorporated by reference in the
     Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's annual report pursuant to Section 13(a) or 15(d) of the
          Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the Registration Statement
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to trust managers, directors, officers
          and controlling persons of the registrant pursuant to the provisions
          described in Item 15 of this Registration Statement or otherwise, the
          registrant has been advised that in the opinion 


                                      II-3
<PAGE>   29

          of the Securities and Exchange Commission such indemnification is
          against public policy as expressed in the Securities Act and is,
          therefore, unenforceable. In the event that a claim for
          indemnification against such liabilities (other than in payment by the
          registrant of expenses incurred or paid by a trust manager, director,
          officer or controlling person in the successful defense of any action,
          suit or proceeding) is asserted against the registrant by such trust
          manager, director, officer or controlling person in connection with
          the securities being registered hereby, the registrant will, unless in
          the opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Act and will be governed by the final adjudication of
          such issue.


                                      II-4

<PAGE>   30
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 7th of January, 1999.


                              CAMDEN PROPERTY TRUST



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


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard J. Campo, D. Keith Oden and G.
Steven Dawson, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this Registration Statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
      Signature                                  Title                              Date

<S>                           <C>                                              <C>
/s/ Richard J. Campo          Chairman of the Board of Trust Managers and      January 7, 1999
- ----------------------        Chief Executive Officer
Richard J. Campo              (Principal Executive Officer)

/s/ D. Keith Oden             President, Chief Operating Officer and Trust     January 7, 1999
- ----------------------        Manager
D. Keith Oden

/s/ G. Steven Dawson          Senior Vice President-Finance, Chief             January 7, 1999
- ----------------------        Financial Officer, Treasurer and Assistant
G. Steven Dawson              Secretary
                              (Principal Financial and Accounting Officer)
</TABLE>


                                      II-5


<PAGE>   31

<TABLE>
<S>                           <C>                                              <C>
/s/ William R. Cooper         Trust Manager                                    January 7, 1999
- -----------------------
William R. Cooper

/s/ George R. Hrdlicka        Trust Manager                                    January 7, 1999
- -----------------------
George R. Hrdlicka

/s/ Lewis A. Levey            Trust Manager                                    January 7, 1999
- -----------------------
Lewis A. Levey

/s/ F. Gardner Parker         Trust Manager                                    January 7, 1999
- -----------------------
F. Gardner Parker

/s/ Steven A. Webster         Trust Manager                                    January 7, 1999
- -----------------------
Steven A. Webster

/s/ Scott S. Ingraham         Trust Manager                                    January 7, 1999
- -----------------------
Scott S. Ingraham
</TABLE>


                                      II-6
<PAGE>   32

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S>     <C>

  4.1   Amended and Restated Declaration of Trust, as amended (filed as
        Exhibit 3.1 to Camden Property Trust's Annual Report on Form 10-K for
        the year ended December 31, 1993 (File No. 1-12110) and incorporated
        herein by reference)

  4.2   Second Amended and Restated Bylaws of the Company (filed as Exhibit 3.1
        to Camden Property Trust's Annual Report on Form 10-K for the year ended
        December 31, 1997 (File No. 1-12110) and incorporated herein by
        reference)

  4.3   Specimen certificate for Common Shares (filed as Exhibit 4.1 to Camden
        Property Trust's Registration Statement on Form S-11 filed September
        15, 1993 (No. 33-68736) and incorporated herein by reference)

  4.4   Form of Statement of Designation, Preferences and Rights of Series A
        Cumulative Convertible Preferred Shares of Beneficial Interest (filed
        as Exhibit 4.1 to Camden Property Trust's Registration Statement on
        Form S-4 filed February 6, 1998 (No. 333-45817) and incorporated
        herein by reference)

 *5.1   Opinion of Locke Liddell & Sapp LLP as to the legality of the securities
        being registered

**8.1   Opinion of Locke Liddell & Sapp LLP as to certain tax matters

*23.1   Consent of Deloitte & Touche LLP

 23.2   Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto)

 23.3   Consent of Locke Liddell & Sapp LLP (included in Exhibit 8.1 hereto)

 24.1   Power of Attorney (included on signature page)

*99.1   Form of Registration Rights Agreement, dated as of April 6, 1998, by
        and among Oasis Residential, Inc., ISCO and IFT Properties, Ltd.

*99.2   Form of Registration Rights Agreement, dated as of April 2, 1998, by and
        between Oasis Residential, Inc. and Merrill Lynch International Private
        Finance Limited

 99.3   Contribution Agreement, dated as of October 23, 1998, by and among
        Oasis Residential, Inc., Costa Mesa Partners, LLC, ISCO, IFT
        Properties, Ltd, Edward Israel and Robert Cohen (filed as Exhibit
        10.58 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the
        year ended December 31, 1997 (File No. 1-12428) and incorporated
        herein by reference)

 99.4   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 (filed as 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) and incorporated herein by
        reference)

 99.5   Exchange Agreement, dated as of October 23, 1998, by and among Oasis
        Residential, Inc., Oasis Martinique, LLC and the holders listed
        thereon (filed as 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) and incorporated herein by reference)
</TABLE>

- ------------

*   Filed herewith.
**  To be filed by amendment.


                                      II-7


<PAGE>   1
                                                                     Exhibit 5.1

                      [Locke Liddell & Sapp LLP Letterhead]





                                 January 7, 1999


Camden Property Trust
Three Greenway Plaza
Suite 1300
Houston, Texas  77046

Ladies and Gentlemen:

         We have acted as securities counsel to Camden Property Trust, a Texas
real estate investment trust (the "Company"), in connection with the
registration by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), of 672,490 common shares of beneficial interest of the
Company, par value $0.01 per share (the "Camden Common Shares"), on a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission"). The Camden
Common Shares are to be issued to certain holders (the "Selling Holders") of
units of limited liability company interest (the "Units") of Oasis Martinique,
LLC, a Delaware limited liability company, upon exchange of the Units.

         We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary or advisable in connection with this opinion, including (a) the
Amended and Restated Declaration of Trust of the Company and the Amended and
Restated Bylaws of the Company, as amended to date, (b) minutes of the
proceedings of the Board of Trust Managers of the Company, (c) the Registration
Rights Agreement, dated as of April 6, 1998, by and among Oasis Residential,
Inc., ISCO and IFT Properties, Ltd., (d) the Registration Rights Agreement,
dated as of April 2, 1998, by and between Oasis Residential, Inc. and Merrill
Lynch International Private Finance Limited, (e) the 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, (f) the Exchange Agreement, dated as of October 23, 1998, by and among
Oasis Residential, Inc., Oasis Martinique, LLC and the holders listed thereon,
and (g) the Registration Statement. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, the authenticity of the originals of such copies and the authenticity of
telegraphic or telephonic confirmations of public officials and others. As to
facts material to our


<PAGE>   2



opinion, we have relied upon certificates or telegraphic or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.

         The opinions set forth herein are subject to the qualification that we
are admitted to practice law in the State of Texas and we express no opinion as
to laws other than the law of the State of Texas and the federal law of the
United States of America.

         Based upon the foregoing, and subject to the assumption, qualifications
and limitations hereinabove and hereinafter stated, it is our opinion that the
Camden Common Shares have been duly authorized and, assuming (a) that the
Registration Statement shall have been declared effective by the Commission, and
(b) the Camden Common Shares shall have been issued and delivered to the Selling
Holders upon exchange of their Units, we are of the opinion that the Camden
Common Shares, when issued, shall be validly issued, fully paid and
nonassessable.

         This opinion is rendered as of the date hereof, and we undertake no,
and disclaim any, obligation to advise you of any change in or any new
development that might affect any matters or opinions set forth herein.

         We consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to the Registration Statement.

                                Very truly yours,



                                /s/ LOCKE, LIDDELL & SAPP LLP






<PAGE>   1
                                                                   EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Camden Property Trust on Form S-3 of our report dated January 16, 1998,
appearing in the Annual Report on Form 10-K of Camden Property Trust for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the prospectus, which is part of this Registration Statement.


/s/ DELOITTE & TOUCHE LLP



DELOITTE & TOUCH LLP
Houston, Texas


January 7, 1999

<PAGE>   1


                                                                    EXHIBIT 99.1


                                     FORM OF
                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 6, 1998,
is entered into by and between Oasis Residential, Inc., a Nevada corporation
(the "Company"), and ISCO, a California general partnership ("ISCO"), and IFT
Properties, Ltd., a California limited partnership ("IFT") (collectively, the
"Unitholders").

                  In consideration of the mutual agreements herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                  SECTION 1.1. DEFINITIONS. The following capitalized terms, as
used in this Agreement, have the following meanings:

                  "AGREEMENT" means this Registration Rights Agreement, as it
may be amended, supplemented or restated from time to time.

                  "BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks in New York, New York or Los Angeles,
California are authorized by law to close.

                  "CLOSING PRICE" means (i) the closing price of a share of
Common Stock on the principal exchange on which shares of Common Stock are then
trading, if any, or (ii) if the Common Stock is not traded on an exchange but is
quoted on NASDAQ or a successor quotation system, (1) the last sales price (if
the Common Stock is then listed as a National Market Issue under the NASD
National Market System) or (2) the mean between the closing representative bid
and asked prices (in all other cases) for the Common Stock as reported by NASDAQ
or such successor quotation system or (iii) if the Common Stock is not publicly
traded on an exchange and not quoted on NASDAQ or a successor quotation system,
the mean between the closing bid and asked prices for the Common Stock.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means the Common Stock, par value $.01 per
share, of the Company.



<PAGE>   2



                  "CONTRIBUTION AGREEMENT" means the Contribution Agreement
dated as of October 23, 1997 by and among the Company, Costa Mesa Partners LLC,
ISCO, IFT, Edward Israel and Robert Cohen.

                  "DEMAND REGISTRATION" has the meaning set forth in Section 3.2
(a) hereof.

                  "DEMAND REGISTRATION STATEMENT" has the meaning set forth in
Section 3.2 (a) hereof.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXCHANGE RIGHTS AGREEMENT" means the Exchange Rights
Agreement dated as of October 23, 1997 among the Company, the Operating LLC,
ISCO and IFT.

                  "EXCHANGEABLE LLC UNITS" means the 575,162 LLC Units owned by
ISCO on the date hereof and the 8,860 LLC Units owned by IFT on the date hereof
which may be exchanged for Common Stock pursuant to the Exchange Rights
Agreement.

                  "FILING DATE" has the meaning set forth in Section 2.1 hereof.

                  "FULL CONVERSION DATE" has the meaning set forth in Section
2.1 hereof.

                  "HOLDER" means any Person who is the record owner of any
Registrable Security unless such Registrable Security is acquired in a sale
pursuant to a registration statement under the Securities Act or pursuant to a
transaction exempt from registration under the Securities Act, in each such case
where the security sold in such transaction may be resold without subsequent
registration under the Securities Act.

                  "ISSUANCE REGISTRATION STATEMENT" has the meaning set forth in
Section 2.1.

                  "LLC AGREEMENT" means the Amended and Restated Limited
Liability Company Agreement of the Operating LLC dated as of October 23, 1997,
as amended by Amendment No. 1 to the Amended and Restated Limited Liability
Company Agreement dated as of March 25, 1998, as the same may be further
amended, modified or restated from time to time.

                  "LLC UNITS" has the meaning set forth in the LLC Agreement.

                  "MERRILL LYNCH" means Merrill Lynch International Private
Finance Limited.

                  "MERRILL LYNCH REGISTRATION RIGHTS AGREEMENT" means that
certain Registration Rights Agreement dated as of April 2, 1998 by and between
the Company and Merrill Lynch.

                  "OPERATING LLC" means Oasis Martinique, LLC, a Delaware
limited liability company.



<PAGE>   3



                  "PERSON" means an individual or a corporation, partnership,
limited liability company, association, trust, or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

                  "PIGGY-BACK REGISTRATION STATEMENT" means any registration
statement of the Company in which Registrable Securities are included pursuant
to Section 3.2 hereof.

                  "REGISTRABLE SECURITIES" means shares of Common Stock of the
Company issued upon exchange of Exchangeable LLC Units pursuant to the terms of
the Exchange Rights Agreement at any time owned of record by any Holder (other
than shares of Common Stock of the Company covered by the Merrill Lynch
Registration Rights Agreement) unless and until (i) a registration statement
covering such shares has been declared effective by the Commission and the
shares have been issued by the Company to Holder upon exchange of Exchangeable
LLC Units pursuant to the effective registration statement or have been sold or
transferred by Holder to another Person pursuant to the effective registration
statement, (ii) such shares are sold pursuant to the provisions of Rule 144
under the Securities Act (or any similar provisions then in force) ("Rule 144"),
(iii) such shares are held by a Holder who is not an affiliate of the Company
within the meaning of Rule 144 (a "Rule 144 Affiliate") and may be sold pursuant
to Rule 144(k) under the Securities Act, (iv) such shares are held by a Holder
who is a Rule 144 Affiliate and all such shares may be sold pursuant to Rule 144
within a period of three months in accordance with the volume limitations set
forth in Rule 144(e)(1), or (iv) such shares have been otherwise transferred in
a transaction that would constitute a sale under the Securities Act and such
shares may be resold without subsequent registration under the Securities Act.

                  "RESALE PROSPECTUS" has the meaning set forth in Section 3.5.

                  "RESALE REGISTRATION STATEMENT" has the meaning set forth in
Section 3.5.

                  "REINSTATEMENT PERIOD" has the meaning set forth in Section 
3.1.

                  "S-3 EXPIRATION DATE" means the date on which Form S-3 (or a
similar successor form of registration statement) is not available to the
Company for the registration of Registrable Securities pursuant to the
Securities Act.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SELLING HOLDER" means a Holder who is selling Registrable
Securities pursuant to a Demand Registration Statement or a Piggyback
Registration Statement.

                  "SUPPLEMENTAL RIGHTS PERIOD" has the meaning set forth in
Section 3.1.



<PAGE>   4



                                   ARTICLE II
                                  REGISTRATION

                  SECTION 2.1. REGISTRATION STATEMENT COVERING ISSUANCE OF
COMMON STOCK. Subject to the provisions of Article III hereof, the Company will
file with the Commission a registration statement on Form S-3 (the "Issuance
Registration Statement") under Rule 415 under the Securities Act covering the
issuance to record owners of Exchangeable LLC Units of shares of Common Stock in
exchange for Exchangeable LLC Units, such filing to be made within the two (2)
week period following the date (the "Filing Date") which is the later of (i) a
date which is thirty (30) days prior to the first date on which the Exchangeable
LLC Units issued pursuant to the Contribution Agreement may be exchanged for
shares of Common Stock pursuant to the provisions of the Exchange Rights
Agreement or (ii) such other date as may be required by the Commission pursuant
to its interpretation of applicable federal securities laws and the rules and
regulations promulgated thereunder. The Company shall use its reasonable efforts
to cause the Issuance Registration Statement filed with the Commission to be
declared effective by December 24, 1998. In the event the Company is unable to
cause the Issuance Registration Statement to be declared effective by the
Commission by December 24, 1998, then the rights of the Holders set forth in
Section 3.1 hereof shall apply to Common Stock received by Holders upon exchange
of the Exchangeable LLC Units for shares of Common Stock. Notwithstanding the
availability of rights under Section 3.1 hereof, the Company shall continue to
use its reasonable efforts to cause the Issuance Registration Statement to be
declared effective by the Commission and if it shall be declared effective by
the Commission, the obligations of the Company under Section 3.1 hereof shall
cease. The Company agrees to use its reasonable efforts to keep the Issuance
Registration Statement continuously effective (a) until the earlier of (i) the
S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on
which no Exchangeable LLC Units (other than those held by the Company) remain
outstanding, and (b) during any Reinstatement Period.

                                   ARTICLE III
                               REGISTRATION RIGHTS

                  SECTION 3.1. REGISTRATION RIGHTS IF FORM S-3 IS NOT AVAILABLE.
The following provisions shall apply with respect to Registrable Securities
during the period, if any, beginning on the S-3 Expiration Date (or, if the S-3
Expiration Date shall occur before the first date on which the Exchangeable LLC
Units issued pursuant to the Contribution Agreement may be exchanged for shares
of Common Stock, beginning on such first date) and ending on the date when the
Company would no longer be obligated to maintain the applicable registration
statement in effect pursuant to the terms of Section 2.1 if the S-3 Expiration
Date had not occurred (the "Supplemental Rights Period"), provided, however,
that the Supplemental Rights Period shall not include any period following the
S-3 Expiration Date and prior to the Full Conversion Date if during that period
(the "Reinstatement Period") the Company shall again be entitled to use Form S-3
or a similar successor form of registration statement) for registration of the
Registrable Securities. During the Supplemental Rights Period, the Holders shall
have the following rights:

                  (a) DEMAND RIGHT. Subject to the provisions of Section 3.1
hereof, holders may make a written demand for registration under the Securities
Act of all or part of the


<PAGE>   5



Registrable Securities (a "Demand Registration") and upon such demand the
Company shall be obligated to register such Registrable Securities under the
Securities Act in accordance with the provisions of this Agreement; provided,
however, that (i) the Company shall not be obligated to effect more than one
Demand Registration for Holders in any twelve month period, and (ii) the number
of Registrable Securities proposed to be sold by the Holders making such written
request either (i) shall be all the Registrable Securities owned by all holders
of Registrable Securities, or (ii) shall have an estimated market value at the
time of such request (based upon the then market price of a share of Common
Stock) of at least $2,000,000. The Company shall file any registration statement
required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC
within thirty (30) days of receipt of the requisite Holder demand and shall use
its reasonable efforts to cause the Demand Registration Statement to be declared
effective by the SEC as soon as practicable thereafter. The Company shall use
its reasonable efforts to keep each such Demand Registration Statement
continuously effective for a period of ninety (90) days, unless the offering
pursuant to the Demand Registration Statement is an underwritten offering and
the managing underwriter requires that the Demand Registration Statement be kept
effective for a longer period of time, in which event the Company shall maintain
the effectiveness of the Demand Registration Statement for such longer period up
to one hundred twenty (120) days (such period, in each case, to be extended by
the number of days, if any, during which Holders were not permitted to make
offers or sales under the Demand Registration Statement by reason of Section 3.3
hereof). The Company may elect to include in any Demand Registration Statement
additional shares of Common Stock to be issued by the Company, subject, in the
case of an underwritten secondary Demand Registration, to cutback by the
managing underwriters. A registration shall not constitute a Demand Registration
under this Section 3.1(a) until the Demand Registration Statement has been
declared effective.

                  (b) PIGGYBACK RIGHTS. If the Company at any time during the
Supplemental Rights Period proposes to file a registration statement under the
Securities Act with respect to an offering of shares of Common Stock for its own
account or for the account of any holders of shares of its Common Stock, in each
case solely for cash (other than an Issuance Registration Statement or a
registration statement (i) on Form S-8 or any successor form to Form S-8 or in
connection with any employee or director welfare, benefit or compensation plan,
(ii) in connection with an exchange offer or an offering of securities
exclusively to existing security holders of the Company or its subsidiaries or
(iii) relating to a transaction pursuant to Rule 145 of the Securities Act), the
Company shall give written notice of the proposed registration to the record
owners of Registrable Securities at least twenty (20) days prior to the filing
of the registration statement. Subject to the provisions of Section 3.1(c)
hereof, the Holders of Registrable Securities shall have the right to request
that all or any part of the Registrable Securities be included in the
registration by giving written notice to the Company within ten (10) days after
the giving of the foregoing notice by the Company; provided, however, (A) if the
registration relates to an underwritten primary offering on behalf of the
Company and the managing underwriters of the offering determine in good faith
that the aggregate amount of securities of the Company which the Company,
Holders of Registrable Securities and holders of other piggyback registration
rights propose to include in the registration statement exceeds the maximum
amount of securities that could practicably be included therein, the Company
will include in the registration, up to such maximum amount, first, the
securities which the Company proposes to sell, and second, pro rata, the
Registrable Securities and the securities proposed to be included by any holders
of other piggyback


<PAGE>   6



registration rights, and (B) if the registration is an underwritten secondary
registration on behalf of any of the other security holders of the Company (the
"Secondary Offering Security Holders") and the managing underwriters determine
in good faith that the aggregate amount of securities which the Holders of
Registrable Securities, the Secondary Offering Security Holders and the holders
of other piggyback registration rights propose to include in the registration
exceeds the maximum amount of securities that could practicably be included
therein, the Company will include in the registration, up to such maximum
amount, first, the securities to be sold for the account of the Secondary
Offering Security Holders, and second, pro rata, the Registrable Securities and
the securities proposed to be included by any holders of other piggyback
registration rights. (It is understood, however, that the underwriters shall
have the right to terminate entirely the participation of the Holders of
Registrable Securities if the underwriters eliminate entirely the participation
in the registration of all the other holders electing to include securities in
the registration (other than the Company and the Secondary Offering Security
Holders) because it is not practicable to include such securities in the
registration.) If the registration is not an underwritten registration, then all
of the Registrable Securities requested to be included in the registration shall
be included. Registrable Securities proposed to be registered and sold pursuant
to an underwritten offering for the account of the Holders of Registrable
Securities shall be sold to prospective underwriters selected by such Holders
and approved by the Company and on the terms and subject to the conditions of
one or more underwriting agreements negotiated between the Company, the
Secondary Offering Security Holders, the Holders of Registrable Securities and
any other holders demanding registration and the prospective underwriters.
Registrable Securities need not be included in any registration statement
pursuant to this provision if in the opinion of counsel to the Company
reasonably acceptable to the record owners of Registrable Securities (a copy of
which opinion is delivered to such record owners) registration under the
Securities Act is not required for public distribution of the Registrable
Securities. The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 3.1(b) prior to the
effectiveness of the registration statement whether or not any holder has
elected to include any Registrable Securities in the registration statement.

                  (c) COMPANY REPURCHASE. Upon receipt by the Company of a
registration demand or request pursuant to this Section 3.1, the Company may,
but will not be obligated to, purchase for cash from any Holder so demanding or
requesting registration all, but not less than all, of the Registrable
Securities which are the subject of the demand or request at a price per share
equal to the average of the Closing Prices of a share of Common Stock for the
ten (10) trading days immediately preceding the date of receipt by the Company
of the registration demand or request. In the event the Company elects to
purchase the Registrable Securities which are the subject of a registration
demand or request, the Company shall notify the Holder within five Business Days
of the date of receipt of the demand or request by the Company, which notice
(the "Purchase Notice") shall indicate (i) that the Company will purchase for
cash the Registrable Securities held by the Holder which are the subject of the
demand or request, (ii) the price per share, calculated in accordance with the
preceding sentence, which the Company will pay the Holder and (iii) the date
upon which the Company shall purchase the Registrable Securities (the "Purchase
Date"), which date shall be the fifteenth Business Day after receipt of the
registration demand or request. The Company shall so purchase the Registrable
Securities on the Purchase Date unless the Holder notifies the Company in
writing on or before the fifth Business Day following the date on which the
Company gives the Purchase Notice to the Holder of Holder's withdrawal of the
registration demand


<PAGE>   7



or request with respect to all of the Registrable Securities covered by such
demand or request, in which event (i) the Registrable Securities shall not be
purchased by the Company on the Purchase Date and (ii) the Holder shall be
precluded from making any additional registration demands or requests in respect
of such Registrable Securities during the six-month period following the receipt
by the Company of the registration demand or request so withdrawn. If the
Company purchases the Registrable Securities which are the subject of a
registration demand or request, then upon such purchase the Company shall be
relieved of its obligations under this Section with respect to such Registrable
Securities.

                  SECTION 3.2. ADDITIONAL REGISTRATION PROCEDURES. In connection
with any registration statement covering Registrable Securities filed by the
Company pursuant to Section 2.1 or 3.1 hereof:

                           (a) Each Holder agrees to provide in a timely manner
information requested by the Company regarding the proposed distribution by that
Holder of the Registrable Securities and all other information reasonably
requested by the Company in connection with the preparation of the registration
statement covering the Registrable Securities.

                           (b) In connection with any Demand Registration
Statement or Piggyback Registration Statement, the Company will furnish to each
Selling Holder of Registrable Securities that number of copies of the
registration statement or prospectus in conformity with the requirements of the
Securities Act and such other documents as the Selling Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by the Selling Holder.

                           (c) After the filing of the registration statement,
the Company will promptly notify each Selling Holder of Registrable Securities
covered by the registration statement of any stop order issued or threatened by
the Commission and take all reasonable actions required to prevent the entry of
such stop order or to remove it if entered.

                           (d) In connection with any Demand Registration
Statement or Piggyback Registration Statement, the Company will enter into
customary agreements (including an underwriting agreement, if any, in customary
form) as are reasonably required in order to expedite or facilitate the
disposition of Registrable Securities pursuant to the Demand Registration
Statement or Piggyback Registration Statement. Each Selling Holder participating
in an underwritten offering shall also enter into and perform its or his
obligations under the underwriting agreement.

                           (e) The Company will use its reasonable efforts to
cause all such Registrable Securities to be listed on each securities exchange
on which similar securities issued by the Company are then listed.

                           (f) The Company will use its reasonable efforts to
register or qualify the Registrable Securities for sale under such securities or
blue sky laws of those jurisdictions in the United States (where an exemption is
not available) as the Selling Holder reasonably (in light of the Selling
Holder's intended plan of distribution) requests, provided, however, that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not


<PAGE>   8



otherwise be required to qualify but for this paragraph (f), (ii) subject itself
to taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction.

                  SECTION 3.3.  MATERIAL DEVELOPMENTS; SUSPENSION OF OFFERING.

                           (a) Notwithstanding the provisions of Sections 2.1 or
3.1 hereof or any other provisions of this Agreement to the contrary, the
Company shall not be required to file a registration statement or to keep any
registration statement effective if the negotiation or consummation of a
transaction by the Company or any of its subsidiaries is pending or an event has
occurred, which negotiation, consummation or event would require additional
disclosure by the Company in the registration statement of material information
which the Company (in the judgment of management of the Company) has a bona fide
business purpose for keeping confidential and the nondisclosure of which in the
registration statement might cause the registration statement to fail to comply
with applicable disclosure requirements; provided, however, that the Company (i)
will promptly notify the record holders of Exchangeable LLC Units and the
Holders of Registrable Securities otherwise entitled to registration of the
foregoing and (ii) may not delay, suspend or withdraw the registration statement
for such reason more than twice in any twelve (12) month period or three times
in any twenty-four (24) month period or for more than one hundred twenty (120)
days at any time. Upon receipt of any notice from the Company of the happening
of any event during the period the registration statement is effective which is
of a type specified in the preceding sentence or as a result of which the
registration statement or related prospectus contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statement therein, in light of the circumstances under
which they were made not misleading, Holders agree that they will immediately
discontinue offers and sales of the Registrable Securities under the
registration statement (until they receive copies of a supplemental or amended
prospectus that corrects the misstatements or omissions and receive notice that
any post-effective amendment has become effective). If so directed by the
Company, record holders of Exchangeable LLC Units and the Holders will deliver
to the Company any copies of the prospectus covering the Registrable Securities
in their possession at the time of receipt of such notice. In the event the
Company shall give notice of the happening of an event of the kind described in
this Section 3.3(a), the Company shall extend the period during which the
affected registration statement is required to be maintained pursuant to this
Agreement by the number of days during the period from and including the date of
the giving of notice pursuant to this Section 3.3(a) to the date when the
Company shall make available a prospectus supplemented or amended to conform
with the requirements of the Securities Act.

                           (b) If all reports required to be filed by the
Company pursuant to the Exchange Act have not been filed by the required date
without regard to any extension, or if the consummation of any business
combination by the Company has occurred or is probable for purposes of Rule 3-05
or Article 11 of Regulation S-X under the Securities Act, upon written notice
thereof by the Company to the Holders, the rights of the Holders to acquire
Registrable Securities pursuant to the Issuance Registration Statement or to
offer, sell or distribute any Registrable Securities pursuant to any Demand
Registration Statement or Piggyback Registration Statement or to require the
Company to take action with respect to the registration of any Registrable
Securities pursuant to this Agreement shall be suspended until the date on which
the Company has filed such


<PAGE>   9



reports or obtained and filed the financial information required by Rule 3-05 or
Article 11 of Regulation S-X to be included or incorporated by reference, as
applicable, in the Issuance Registration Statement, the Demand Registration
Statement or the Piggyback Registration Statement and the Company shall notify
the record holders of Exchangeable LLC Units and the Holders as promptly as
practicable when such suspension is no longer required.

                  SECTION 3.4. REGISTRATION EXPENSES. In connection with any
registration statement required to be filed hereunder, the Company shall pay the
following registration expenses incurred in connection with the registration
(the "Registration Expenses"): (i) all registration and filing fees, (ii) fees
and expenses of compliance with securities or blue sky laws, (iii) printing
expenses, (iv) internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), (v) the fees and expenses incurred in connection with the listing of
the Registrable Securities on each securities exchange on which similar
securities issued by the Company are then listed, (vi) fees and disbursements of
counsel for the Company and the independent public accountants of the Company,
and (vii) the fees and expenses of any experts retained by the Company in
connection with such registration. The holders of Exchangeable LLC Units and the
Holders shall be responsible for the payment of any and all other expenses
incurred by them in connection with the registration and sale of Registrable
Securities, including, without limitation, brokerage and sales commissions,
underwriting fees, discounts and commissions attributable to the Registrable
Securities, fees and disbursements of counsel representing the holders of
Exchangeable LLC Units or the Holder, and any transfer taxes relating to the
sale or disposition of the Registrable Securities.

                  SECTION 3.5. INDEMNIFICATION BY THE COMPANY. The Company
agrees to indemnify and hold harmless each Selling Holder, its officers,
directors and agents, and each Person, if any, who controls such Selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in any Demand Registration Statement or Piggyback
Registration Statement (individually, a "Resale Registration Statement") or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
prospectus contained in a Resale Registration Statement at the time it became
effective (a "Resale Prospectus"), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, except insofar
as such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company by such Selling Holder or on
such Selling Holder's behalf expressly for inclusion therein; provided, however,
that the Company will not be liable in any case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based upon any
untrue statement or omission contained in a Resale Prospectus which was
corrected in a supplement or amendment thereto if such claim is brought by a
purchaser of Registrable Securities from the Selling Holder and the Selling
Holder failed to deliver to such purchaser the supplement or amendment to the
Resale Prospectus in a timely manner.



<PAGE>   10



                  SECTION 3.6. INDEMNIFICATION BY HOLDERS OF REGISTRABLE
SECURITIES. Each Selling Holder of Registrable Securities covered by a Resale
Registration Statement agrees to indemnify and hold harmless the Company, its
officers, directors and agents and each Person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the indemnity set forth in Section 3.5
from the Company to Selling Holders, but only with respect to information
relating to such Selling Holder furnished in writing by such Selling Holder or
on such Selling Holder's behalf expressly for use in any Resale Registration
Statement or Resale Prospectus or any amendment or supplement thereto. Each
Holder also agrees to indemnify and hold harmless underwriters of the
Registrable Securities, their officers and directors and each Person who
controls such underwriters within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act on substantially the same basis as that of
the indemnification of the Company provided in this Section 3.6.

                  SECTION 3.7. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Each
indemnified party shall give reasonably prompt notice to each indemnifying party
of any action or proceeding commenced against it in respect of which indemnity
may be sought hereunder, but failure to so notify the indemnifying party (i)
shall not relieve it from any liability which it may have under the indemnity
agreement provided in Section 3.5 or 3.6 above, unless and to the extent it did
not otherwise learn of such action and the lack of notice by the indemnified
party results in the forfeiture by the indemnifying party of substantial rights
and defenses and (ii) shall not, in any event, relieve the indemnifying party
from any obligations to the indemnified party other than the indemnification
obligation provided under Section 3.5 or 3.6 above. If the indemnifying party so
elects within a reasonable time after receipt of notice, the indemnifying party
may assume the defense of the action or proceeding at the indemnifying party's
own expense with counsel chosen by the indemnifying party and approved by the
indemnified party, which approval shall not be unreasonably withheld; provided,
however, that if the defendants in any such action or proceeding include both
the indemnified party and the indemnifying party and the indemnified party
reasonably determines based upon advice of legal counsel experienced in such
matters, that there may be legal defenses available to it which are different
from or in addition to those available to the indemnifying party, then the
indemnified party shall be entitled to separate counsel at the indemnifying
party's expense, which counsel shall be chosen by the indemnified party and
approved by the indemnifying party, which approval shall not be unreasonably
withheld; provided further, that it is understood that the indemnifying party
shall not be liable for the fees, charges and disbursements of more than one
separate firm. If the indemnifying party does not assume the defense, after
having received the notice referred to in the first sentence of this Section,
the indemnifying party will pay the reasonable fees and expenses of counsel for
the indemnified party; in that event, however, the indemnifying party will not
be liable for any settlement effected without the written consent of the
indemnifying party. If an indemnifying party assumes the defense of an action or
proceeding in accordance with this Section, the indemnifying party shall not be
liable for any fees and expenses of counsel for the indemnified party incurred
thereafter in connection with that action or proceeding except as set forth in
the proviso in the second sentence of this Section 3.7. Unless and until a final
judgment is rendered that an indemnified party is not entitled to the costs of
defense under the provisions of this Section, the indemnifying party shall
reimburse, promptly as they are incurred, the indemnified party's costs of
defense.



<PAGE>   11



                  SECTION 3.8.  CONTRIBUTION.

                           (a) If the indemnification provided for in Section
3.5 or 3.6 hereof is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by indemnified party as a result of
such losses, claims, damages or liabilities as between the Company on the one
hand and each Selling Holder on the other, in such proportion as is appropriate
to reflect the relative fault of the Company and of each Selling Holder in
connection with such statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of each
Selling Holder on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or such Selling Holder, and the Company's and the
Selling Holder's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

                           (b) The Company and the Selling Holders agree that it
would not be just and equitable if contribution pursuant to this Section 3.8
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in
Section 3.8(a). The amount paid or payable by an indemnifying party as a result
of the losses, claims, damages or liabilities referred to in Sections 3.5 and
3.6 hereof shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by the indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 3.8 no Selling Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the securities of such Selling Holder were offered to the public
exceeds the amount of any damages which such Selling Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                  SECTION 3.9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No
Holder may participate in any underwritten registration hereunder unless the
Holder (a) agrees to sell his or its Registrable Securities on the basis
provided in the applicable underwriting arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents in customary form as reasonably required under
the terms of such underwriting arrangements.

                  SECTION 3.10. HOLDBACK AGREEMENTS. Each Holder whose
securities are included in a Demand Registration Statement or Piggyback
Registration Statement agrees not to effect any sale or distribution of the
securities registered or any similar security of the Company, or any securities
convertible into or exchangeable or exercisable for such securities, including a
sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to,
and during the 60-day period beginning on, the effective date of such
registration statement (except as part of such registration), if and to the
extent requested in writing by the Company in the case of a non-

<PAGE>   12

underwritten public offering or if and to the extent requested in writing by the
managing underwriter or underwriters in the case of an underwritten public
offering.

                                   ARTICLE IV
                                  MISCELLANEOUS

                  SECTION 4.1. SPECIFIC PERFORMANCE. The parties hereto
acknowledge that there would be no adequate remedy at law if any party fails to
perform any of its obligations hereunder, and accordingly agree that each party,
in addition to any other remedy to which it may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligation of any other
party under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdiction,

                  SECTION 4.2. AMENDMENTS AND WAIVERS. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given without the prior written consent of the
Company and the record owners of at least two-thirds (2/3) of the aggregate
number of the then outstanding Registrable Securities and Exchangeable LLC Units
(other than Exchangeable LLC Units held by the Company). No failure or delay by
any party to insist upon the strict performance of any covenant, duty, agreement
or condition of this Agreement or to exercise any right or remedy consequent
upon any breach thereof shall constitute a waiver of any such breach or any
other covenant, duty, agreement or condition.

                  SECTION 4.3. NOTICES. Any notice required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been
given (a) when delivered by hand or upon transmission by telecopier or similar
facsimile transmission device, (b) on the date delivered by a courier service,
or (c) on the third Business Day after mailing by registered or certified mail,
postage prepaid, return receipt requested, in any case addressed as follows:

                  (1) if to any Unitholder or any other record owner of
Exchangeable LLC Units or to any Holder, to 10474 Santa Monica Blvd., #405, Los
Angeles, California 90025, Attention: Edward Israel, or to such other address
and to such other Person as a Unitholder may hereafter notify the Company in
writing; and

                  (2) if to the Company, to Oasis Residential, Inc., 4041 East
Sunset Road, Henderson, Nevada 89014, or to such other address as the Company
may hereafter specify in writing.

                  SECTION 4.4. SUCCESSORS AND ASSIGNS. The rights and
obligations of the record owners of Exchangeable LLC Units and Holders under
this Agreement shall not be assignable by any record owner of Exchangeable LLC
Units or any Holder to any Person that is not a record owner of Exchangeable LLC
Units or a Holder, respectively. This Agreement shall be binding upon the
parties hereto, the Holders and their respective successors and assigns.



<PAGE>   13



                  SECTION 4.5. COUNTERPARTS. This Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

                  SECTION 4.6. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of California
without regard to the conflicts of law provisions thereof.

                  SECTION 4.7. SEVERABILITY. In the event that any one or more
of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.

                  SECTION 4.8. ENTIRE AGREEMENT. This Agreement is intended by
the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to the subject matter of this Agreement.

                  SECTION 4.9. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of any provision of this Agreement.

                  SECTION 4.10. ADDITIONAL PERSONS BECOMING PARTIES TO THIS
AGREEMENT. By asserting or participating in the benefits of registration of
Registrable Securities pursuant to this Agreement, each record owner of
Exchangeable LLC Units and each Holder agrees that it or he will be deemed a
party to this Agreement and be bound by each of its terms.


<PAGE>   14



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                 OASIS RESIDENTIAL, INC., A NEVADA
                                 CORPORATION


                                 By:
                                     -------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Its:
                                     -------------------------------------------


                                 IFT PROPERTIES, LTD., A CALIFORNIA LIMITED
                                 PARTNERSHIP

                                 By:
                                     -------------------------------------------
                                       Edward M. Israel, its General Partner


                                 ISCO, A CALIFORNIA GENERAL PARTNERSHIP

                                       By:    Cosa Mesa Associates, a California
                                               general partnership, its Managing
                                               Partner


                                       By:
                                          --------------------------------------
                                          Edward Israel, its General
                                          Partner




<PAGE>   1


                                                                    EXHIBIT 99.2


                                     FORM OF
                          REGISTRATION RIGHTS AGREEMENT

       THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 2, 1998, is entered
into by and between Oasis Residential, Inc., a Nevada corporation (the
"Company"), and Merrill Lynch International Private Finance Limited ("Merrill
Lynch").

       In consideration of the mutual agreements herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

       SECTION 1.1.  DEFINITIONS.

       The following capitalized terms, as used in this Agreement, have the
following meanings:

                  "AGREEMENT" means this Registration Rights Agreement, as it
may be amended, supplemented or restated from time to time.

                  "BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks in New York, New York or Los Angeles,
California are authorized by law to close.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means the Common Stock, par value $.01 per
share, of the Company.

                  "DEMAND REGISTRATION" has the meaning set forth in Section 3.1
hereof.

                  "DEMAND REGISTRATION STATEMENT" has the meaning set forth in
Section 3.1 hereof.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXCHANGE RIGHTS AGREEMENT" means the Exchange Rights
Agreement dated as of October 23, 1997 among the Company, the Operating LLC and
the Unitholders.

                  "EXCHANGE SHARES" has the same meaning set forth in Section
2.1 hereof.



<PAGE>   2



                  "FILING DATE" has the meaning set forth in Section 2.1 hereof.

                  "INITIAL REGISTRATION STATEMENT" has the meaning set forth in
Section 2.1 hereof.

                  "ISCO" means ISCO, a California general partnership.

                  "LLC AGREEMENT" means the Amended and Restated Limited
Liability Company Agreement of the Operating LLC dated as of October 23, 1997,
as the same may be amended, modified or restated from time to time.

                  "LLC UNITS" has the meaning set forth in the LLC Agreement.

                  "LOAN" means the aggregate principal amount of all advances
made by Merrill Lynch to ISCO pursuant to Section 2.1 of the Loan Agreement,
together with all interest accrued thereon pursuant to the Loan Agreement.

                  "LOAN AGREEMENT" means that certain Loan and Collateral
Account Agreement dated as of April 2, 1998 by and among ISCO, Edward Israel,
Merrill Lynch and Merrill Lynch, Pierce, Fenner and Smith Incorporated.

                  "OPERATING LLC" means Oasis Martinique, LLC, a Delaware
limited liability company.

                  "PERSON" means an individual or a corporation, partnership,
limited liability company, association, trust, or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

                  "PLEDGED LLC UNITS" means the 575,162 LLC Units owned by ISCO
and subject to the security interest granted by ISCO pursuant to the Loan
Agreement to secure the performance of the obligations of ISCO under the Loan
Agreement.

                  "RESALE PROSPECTUS" has the meaning set forth in Section 3.5.

                  "RESALE REGISTRATION STATEMENT" has the meaning set forth in
Section 3.5.

                  "REINSTATEMENT PERIOD" has the meaning set forth in Section
3.1.

                  "S-3 EXPIRATION DATE" means the date on which Form S-3 (or a
similar successor form of registration statement) is not available to the
Company for the registration of Exchange Shares pursuant to the Securities Act.





                                       2
<PAGE>   3



                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SUPPLEMENTAL RIGHTS PERIOD" has the meaning set forth in
Section 3.1.

                  "TERMINATION DATE" means the later of February 28, 1999 or the
date on which the Loan is repaid in full. 

                                   ARTICLE II
                                  REGISTRATION

       SECTION 2.1. INITIAL REGISTRATION STATEMENT. Subject to the provisions of
Article III hereof, the Company will file with the Commission a registration
statement on Form S-3 (the "Initial Registration Statement") under Rule 415
under the Securities Act covering the issuance to Merrill Lynch of shares of
Common Stock issuable pursuant to the Exchange Rights Agreement in exchange for
Pledged LLC Units (the "Exchange Shares") and the resale by Merrill Lynch of the
Exchange Shares, such filing to be made within the two (2) week period following
the date (the "Filing Date") which is the later of (i) a date which is thirty
(30) days prior to the first date on which the Pledged LLC Units may be
exchanged for the Exchange Shares pursuant to the provisions of the Exchange
Rights Agreement or (ii) such other date as may be required by the Commission
pursuant to its interpretation of applicable federal securities laws and the
rules and regulations promulgated thereunder. The Company shall use its best
efforts to cause the Initial Registration Statement filed with the Commission to
be declared effective by December 24, 1998. In the event the Company is unable
to cause the Initial Registration Statement to be declared effective by the
Commission by December 24, 1998, then the rights of Merrill Lynch set forth in
Section 3.1 hereof shall apply to the Exchange Shares. Notwithstanding the
availability of rights under Section 3.1 hereof, the Company shall continue to
use its best efforts to cause the Initial Registration Statement to be declared
effective by the Commission and if it shall be declared effective by the
Commission, the obligations of the Company under Section 3.1 hereof shall be
suspended for so long as the Initial Registration Statement shall remain
effective. The Company agrees to use its best efforts to keep the Initial
Registration Statement continuously effective until the Termination Date.


                                   ARTICLE III
                               REGISTRATION RIGHT

       SECTION 3.1.  REGISTRATION RIGHT IF FORM S-3 IS NOT AVAILABLE.

       If the Form S-3 Expiration Date shall occur prior to the Termination
Date, the following provisions shall apply with respect to the Exchange Shares
during the period commencing on the S-3 Expiration Date and ending on the
Termination Date (the "Supplemental Rights Period"), provided,



                                       3
<PAGE>   4



however, that the Supplemental Rights Period shall not include any period
following the S-3 Expiration Date and prior to the Termination Date if during
that period (the "Reinstatement Period") the Company shall again be entitled to
use Form S-3 (or a similar successor form of registration statement) for
registration of the Exchange Shares. During the Supplemental Rights Period,
Merrill Lynch may make a written demand for registration under the Securities
Act of all or part of the Exchange Shares (a "Demand Registration") and upon
such demand the Company shall be obligated to register the Exchange Shares under
the Securities Act in accordance with the provisions of this Agreement;
provided, however, that the Company shall not be obligated to effect more than
one Demand Registration. The Company shall file the registration statement
required by this Section 3.1 (the "Demand Registration Statement") with the SEC
within thirty (30) days of receipt of the requisite demand from Merrill Lynch
and shall use its best efforts to cause the Demand Registration Statement to be
declared effective by the SEC as soon as practicable thereafter. The Company
shall use its best efforts to keep the Demand Registration Statement
continuously effective until the Termination Date. A registration shall not
constitute a Demand Registration under this Section 3.1 until the Demand
Registration Statement has been declared effective.

       SECTION 3.2.  ADDITIONAL REGISTRATION PROCEDURES.

       In connection with any registration statement covering Exchange Shares
filed by the Company pursuant to Section 2.1 or 3.1 hereof:

              (a) Merrill Lynch agrees to provide in a timely manner information
requested by the Company regarding the proposed distribution by Merrill Lynch of
the Exchange Shares and all other information reasonably requested by the
Company in connection with the preparation of the registration statement
covering the Exchange Shares.

              (b) In connection with the Initial Registration Statement and the
Demand Registration Statement, if any, the Company will furnish to Merrill Lynch
that number of copies of the registration statement or prospectus in conformity
with the requirements of the Securities Act as Merrill Lynch may reasonably
request in order to facilitate the disposition of the Exchange Shares by Merrill
Lynch.

              (c) After the filing of the registration statement, the Company
will promptly notify Merrill Lynch of any stop order issued or threatened by the
Commission and take all reasonable actions required to prevent the entry of such
stop order or to remove it if entered.

              (d) The Company will use its best efforts to cause the Exchange
Shares to be listed on each securities exchange on which similar securities
issued by the Company are then listed prior to or concurrently with the issuance
thereof by the Company.

              (e) The Company will use its best efforts to register or qualify
the Exchange Shares for sale under such securities or blue sky laws of those
jurisdictions in the United States (where an exemption is not available) as
Merrill Lynch reasonably (in light of Merrill Lynch's intended plan of
distribution) requests, provided, however, that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but





                                       4
<PAGE>   5


for this paragraph (e), (ii) subject itself to taxation in any such
jurisdiction, or (iii) consent to general service of process in any such
jurisdiction.

       SECTION 3.3.  MATERIAL DEVELOPMENTS; SUSPENSION OF OFFERING.

              (a) Notwithstanding the provisions of Sections 2.1 or 3.1 hereof
or any other provisions of this Agreement to the contrary, the Company shall not
be required to file a registration statement or to keep any registration
statement effective if the negotiation or consummation of a transaction by the
Company or any of its subsidiaries is pending or an event has occurred, which
negotiation, consummation or event would require additional disclosure by the
Company in the registration statement of material information which the Company
(in the judgment of management of the Company) has a bona fide business purpose
for keeping confidential and the nondisclosure of which in the registration
statement might cause the registration statement to fail to comply with
applicable disclosure requirements; provided, however, that the Company will
promptly notify Merrill Lynch of the foregoing. Upon receipt of any notice (the
"Discontinuance Notice") from the Company of the happening of any event during
the period the registration statement is effective which is of a type specified
in the preceding sentence or as a result of which the registration statement or
related prospectus contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made not
misleading, Merrill Lynch agrees that it will immediately discontinue offers and
sales of the Exchange Shares under the registration statement until the earlier
of (i) the date on which the Company notifies Merrill Lynch in writing that the
suspension of use of the registration statement for the reasons set forth in
this Section 3.3(a) is no longer necessary, or (ii) the 90th day following the
date on which Merrill Lynch shall have received the Discontinuance Notice. The
Company may not require the discontinuance of offers and sales of the Exchange
Shares under the registration statement pursuant to this Section 3.3(a) more
than twice in any calendar year. If so directed by the Company, Merrill Lynch
will deliver to the Company any copies of the prospectus covering the Exchange
Shares in its possession at the time of receipt of the Discontinuance Notice.

                  (b) If all reports required to be filed by the Company
pursuant to the Exchange Act have not been filed by the required date without
regard to any extension, or if the consummation of any business combination by
the Company has occurred or is probable for purposes of Rule 3-05 or Article 11
of Regulation S-X under the Securities Act, upon written notice thereof by the
Company to Merrill Lynch, the rights of Merrill Lynch to acquire Exchange Shares
pursuant to the Initial Registration Statement and the Demand Registration
Statement and to offer, sell and distribute any Exchange Shares pursuant to the
Initial Registration Statement and the Demand Registration Statement and to
require the Company to take action with respect to the registration of any
Exchange Shares pursuant to this Agreement shall be suspended until the date on
which the Company has filed such reports or obtained and filed the financial
information required by Rule 3-05 or Article 11 of Regulation S-X to be included
or incorporated by reference, as applicable, in the Initial Registration
Statement or the Demand Registration Statement and the Company shall notify
Merrill Lynch as promptly as practicable when such suspension is no longer
required.





                                       5
<PAGE>   6



       SECTION 3.4.  REGISTRATION EXPENSES.

       In connection with any registration statement required to be filed
hereunder, the Company shall pay the following registration expenses incurred in
connection with the registration (the "Registration Expenses"): (i) all
registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws, (iii) printing expenses, (iv) internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), (v) the fees and expenses
incurred in connection with the listing of the Exchange Shares on each
securities exchange on which similar securities issued by the Company are then
listed, (vi) fees and disbursements of counsel for the Company and the
independent public accountants of the Company, and (vii) the fees and expenses
of any experts retained by the Company in connection with such registration.
Merrill Lynch shall be responsible for the payment of any and all other expenses
incurred by it in connection with the registration and sale of Exchange Shares,
including, without limitation, brokerage and sales commissions, underwriting
fees, discounts and commissions attributable to the Exchange Shares, fees and
disbursements of counsel representing Merrill Lynch, and any transfer taxes
relating to the sale or disposition of the Exchange Shares.

       SECTION 3.5.  INDEMNIFICATION BY THE COMPANY.

       The Company agrees to indemnify and hold harmless Merrill Lynch, its
officers, directors and agents, and each Person, if any, who controls Merrill
Lynch within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Initial Registration Statement or Demand
Registration Statement used for the sale of Exchange Shares by Merrill Lynch
(individually, a "Resale Registration Statement") or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any prospectus
contained in a Resale Registration Statement at the time it became effective (a
"Resale Prospectus"), or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished in writing to the Company by Merrill Lynch or on behalf of Merrill
Lynch expressly for inclusion therein; provided, however, that the Company will
not be liable in any case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based upon any untrue statement or
omission contained in a Resale Prospectus which was corrected in a supplement or
amendment thereto if such claim is brought by a purchaser of Exchange Shares
from Merrill Lynch and Merrill Lynch failed to deliver to such purchaser the
supplement or amendment to the Resale Prospectus in a timely manner.



                                       6
<PAGE>   7

       SECTION 3.6.  INDEMNIFICATION BY MERRILL LYNCH.

       Merrill Lynch agrees to indemnify and hold harmless the Company, its
officers, directors and agents and each Person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the indemnity set forth in Section 3.5
from the Company to Merrill Lynch, but only with respect to information relating
to Merrill Lynch furnished in writing by Merrill Lynch or on behalf of Merrill
Lynch expressly for use in any Resale Registration Statement or Resale
Prospectus or any amendment or supplement thereto. Merrill Lynch also agrees to
indemnify and hold harmless underwriters of the Exchange Shares, their officers
and directors and each Person who controls such underwriters within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act on
substantially the same basis as that of the indemnification of the Company
provided in this Section 3.6.

       SECTION 3.7.  CONDUCT OF INDEMNIFICATION PROCEEDINGS.

       Each indemnified party shall give reasonably prompt notice to each
indemnifying party of any action or proceeding commenced against it in respect
of which indemnity may be sought hereunder, but failure to so notify the
indemnifying party (i) shall not relieve it from any liability which it may have
under the indemnity agreement provided in Section 3.5 or 3.6 above, unless and
to the extent it did not otherwise learn of such action and the lack of notice
by the indemnified party results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) shall not, in any event, relieve the
indemnifying party from any obligations to the indemnified party other than the
indemnification obligation provided under Section 3.5 or 3.6 above. If the
indemnifying party so elects within a reasonable time after receipt of notice,
the indemnifying party may assume the defense of the action or proceeding at the
indemnifying party's own expense with counsel chosen by the indemnifying party
and approved by the indemnified party, which approval shall not be unreasonably
withheld; provided, however, that if the defendants in any such action or
proceeding include both the indemnified party and the indemnifying party and the
indemnified party reasonably determines based upon advice of legal counsel
experienced in such matters, that there may be legal defenses available to it
which are different from or in addition to those available to the indemnifying
party, then the indemnified party shall be entitled to separate counsel at the
indemnifying party's expense, which counsel shall be chosen by the indemnified
party and approved by the indemnifying party, which approval shall not be
unreasonably withheld; provided further, that it is understood that the
indemnifying party shall not be liable for the fees, charges and disbursements
of more than one separate firm. If the indemnifying party does not assume the
defense, after having received the notice referred to in the first sentence of
this Section, the indemnifying party will pay the reasonable fees and expenses
of counsel for the indemnified party; in that event, however, the indemnifying
party will not be liable for any settlement effected without the written consent
of the indemnifying party. If an indemnifying party assumes the defense of an
action or proceeding in accordance with this Section, the indemnifying party
shall not be liable for any fees and expenses of counsel for the indemnified
party incurred thereafter in connection with that action or proceeding except as
set forth in the proviso in the second sentence of this Section 3.7. Unless and
until a final judgment is rendered that an indemnified party is not entitled to
the costs of defense under the provisions of this Section, the indemnifying
party shall reimburse, promptly as they are incurred, the indemnified party's
costs of defense.



                                       7
<PAGE>   8

       SECTION 3.8.  CONTRIBUTION.

                  (a) If the indemnification provided for in Section 3.5 or 3.6
hereof is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by indemnified party as a result of
such losses, claims, damages or liabilities as between the Company on the one
hand and Merrill Lynch on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of Merrill Lynch in connection
with such statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of Merrill Lynch on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or
Merrill Lynch, and the Company's and Merrill Lynch's relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

                  (b) The Company and Merrill Lynch agree that it would not be
just and equitable if contribution pursuant to this Section 3.8 were determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in Section 3.8(a). The
amount paid or payable by an indemnifying party as a result of the losses,
claims, damages or liabilities referred to in Sections 3.5 and 3.6 hereof shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by the indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 3.8 Merrill Lynch shall not be required to contribute
any amount in excess of the amount by which the total price at which the
Exchange Shares were offered to the public exceeds the amount of any damages
which Merrill Lynch has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

       SECTION 3.9.  AMENDMENT OF LOAN AGREEMENT.

       Merrill Lynch shall notify the Company promptly of any amendment or
modification to the terms of the Loan or the Loan Agreement, including any
extension of the maturity of the Loan beyond the maturity date provided in the
Loan Agreement, and shall provide the Company promptly with copies of all
agreements and other documents reflecting the amendment or modification.

       SECTION 3.10.  NOTICE OF REPAYMENT OF THE LOAN.

       Promptly upon the repayment of the Loan, Merrill Lynch shall notify the
Company of the repayment.



                                       8
<PAGE>   9

                                   ARTICLE IV
                                  MISCELLANEOUS

       SECTION 4.1.  SPECIFIC PERFORMANCE.

       THE PARTIES HERETO ACKNOWLEDGE THAT THERE WOULD BE NO ADEQUATE REMEDY AT
LAW IF ANY PARTY FAILS TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER, AND
ACCORDINGLY AGREE THAT EACH PARTY, IN ADDITION TO ANY OTHER REMEDY TO WHICH IT
MAY BE ENTITLED AT LAW OR IN EQUITY, SHALL BE ENTITLED TO COMPEL SPECIFIC
PERFORMANCE OF THE OBLIGATION OF ANY OTHER PARTY UNDER THIS AGREEMENT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ANY COURT OF THE
UNITED STATES OR ANY STATE THEREOF HAVING JURISDICTION.

       SECTION 4.2.  AMENDMENTS AND WAIVERS.

       The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given without the prior
written consent of the Company and Merrill Lynch. No failure or delay by any
party to insist upon the strict performance of any covenant, duty, agreement or
condition of this Agreement or to exercise any right or remedy consequent upon
any breach thereof shall constitute a waiver of any such breach or any other
covenant, duty, agreement or condition.

       SECTION 4.3.  NOTICES.

       Any notice required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given (a) when delivered by hand
or upon transmission by telecopier or similar facsimile transmission device, (b)
on the date delivered by a courier service, or (c) on the third Business Day
after mailing by registered or certified mail, postage prepaid, return receipt
requested, in any case addressed as follows:

                  (1) if to Merrill Lynch, to Merrill Lynch International
Private Finance Limited, 701 Brickell Avenue, 24th Floor, Miami, Florida 33131
or to such other address as Merrill Lynch may hereafter provide to the Company
in writing for purposes of notices hereunder; and

                  (2) if to the Company, to Oasis Residential, Inc., 4041 East
Sunset Road, Henderson, Nevada 89014, Attention: President, or to such other
address as the Company may hereafter provide to Merrill Lynch in writing for
purposes of notices hereunder.

       SECTION 4.4.  SUCCESSORS AND ASSIGNS.

       The rights and obligations of Merrill Lynch under this Agreement shall
not be assignable by Merrill Lynch to any Person other than a subsidiary of
Merrill Lynch and Co. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns.

       SECTION 4.5.  COUNTERPARTS.

       This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.




                                       9
<PAGE>   10


       SECTION 4.6.  GOVERNING LAW

       This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without regard to the conflicts of law
provisions thereof.

       SECTION 4.7.  SEVERABILITY.

       In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

       SECTION 4.8.  ENTIRE AGREEMENT.

       This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter of this
Agreement.

       SECTION 4.9.  HEADINGS.

       The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning of any provision of this
Agreement.










                                       10
<PAGE>   11





                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.


                                      OASIS RESIDENTIAL, INC., a Nevada 
                                      corporation


                                      By:
                                          --------------------------------------
                                      Name:
                                           -------------------------------------
                                      Its:
                                          --------------------------------------



                                      MERRILL LYNCH INTERNATIONAL PRIVATE
                                      FINANCE LIMITED, a Delaware corporation


                                      By:
                                          --------------------------------------
                                      Name:
                                           -------------------------------------
                                      Its:
                                          --------------------------------------




                                       11



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