CAMDEN PROPERTY TRUST
10-K, 1999-03-30
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>    1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                   (MARK ONE)

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


For the fiscal year ended December 31, 1998
                                       OR
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

For the transition period from _______ to _________

                         Commission file number: 1-12110

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

              TEXAS                                               76-6088377
  (State or Other Jurisdiction of                             (I.R.S. Employer
   Incorporation or Organization)                            Identification No.)

   3 GREENWAY PLAZA, SUITE 1300
          HOUSTON, TEXAS                                            77046
(Address of Principal Executive Offices)                          (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

     Title of each class            Name of each  exchange  on which  registered
Common Shares of Beneficial               
Interest, $.01 par value                     New York Stock Exchange   
7.33% Convertible Subordinated               
Debentures  due 2001                         New York Stock Exchange   
$2.25 Series A Cumulative Convertible
Preferred Shares, $.01 par value             New York Stock Exchange


        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether  registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports) and (2) has been subject to such filing  requirements  for
the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

The  aggregate  market value of voting  shares of  beneficial  interest  held by
non-affiliates of the registrant was $1,029,157,584 at March 1, 1999.

The number of common shares of beneficial interest  outstanding at March 1, 1999
was 42,725,791.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  registrant's  Annual Report to Shareholders  for the year ended
December 31, 1998 are incorporated by reference in Parts I, II and IV.

Portions of the  registrant's  Proxy  Statement  in  connection  with its Annual
Meeting of Shareholders to be held May 13, 1999 are incorporated by reference in
Part III.


<PAGE>    2

                                     PART I

ITEM 1. BUSINESS

INTRODUCTION

    Camden  Property  Trust is a  Houston-based  real  estate  investment  trust
("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.  As of  December  31,  1998,  we owned
interests in and operated 149 multifamily properties containing 51,310 apartment
homes located throughout 14 core markets in nine states.  These properties had a
weighted  average  occupancy  rate of 93% for the year ended  December 31, 1998.
Fourteen of our  multifamily  properties  containing  5,658 apartment homes were
under  development at December 31, 1998. We have several  additional sites which
we intend to develop into multifamily apartment communities.

    On April 8, 1998, Oasis Residential, Inc. ("Oasis") was merged with and into
one of our  wholly-owned  subsidiaries.  Oasis was a REIT  headquartered  in Las
Vegas,  Nevada whose  business was the operation and  development of multifamily
residential communities in Las Vegas, Denver and Southern California. The merger
increased  the  size of our  portfolio  from  100 to 152  completed  multifamily
properties, and from 34,669 to 50,183 apartment homes. In this merger, each then
outstanding  share of Oasis  common  stock was  exchanged  for 0.759 of a Camden
common  share.  Each  then  outstanding  share  of  Oasis  Series  A  Cumulative
Convertible  Preferred  Stock  was  reissued  as a Camden  Series  A  Cumulative
Convertible  Preferred  Share. The Camden preferred shares have comparable terms
and  conditions  as the Oasis  preferred  stock.  We issued 12.4 million  common
shares and 4.2 million preferred shares in the merger. We assumed  approximately
$484  million of Oasis debt,  at fair value,  in the merger.  In the merger,  we
obtained a managing member interest in Oasis Martinique. The remaining interests
are exchangeable into 672,490 Camden common shares.

    In connection  with the merger with Oasis,  on June 30, 1998, we completed a
transaction in which we formed Sierra-Nevada  Multifamily Investments,  LLC. The
other  member  of  Sierra-Nevada  is a private  limited  liability  company.  We
retained a 20% interest in Sierra-Nevada. In this transaction, we transferred 19
apartment communities previously owned by Oasis containing 5,119 apartment homes
located in Las Vegas for an  aggregate of $248  million.  This  transaction  was
funded with capital invested by the members of Sierra-Nevada,  the assumption of
$9.9  million  of  existing  nonrecourse   indebtedness,   the  issuance  of  17
nonrecourse cross collateralized and cross defaulted loans totaling $180 million
and the issuance of two nonrecourse  second lien mortgages  totaling $7 million.
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  which was used to complete
tax-free  exchange  property  acquisitions,  retire debt and  repurchase  common
shares.  We did not record a book gain or loss as a result of this  transaction.
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 Camden common share.  In this  transaction,
we issued 9.5 million common shares,  2.4 million limited  partnership  units in
Camden Operating, L.P. and assumed approximately $296 million of Paragon debt at
fair value.

     At December 31, 1998, we had 1,773 employees.  Our headquarters are located
at 3 Greenway Plaza, Suite 1300,  Houston,  Texas 77046 and our telephone number
is (713) 354-2500.

OPERATING STRATEGY

     We believe  that  producing  consistent  earnings  growth and  developing a
strategy for selective  investment in favorable  markets are crucial  factors to
our  success.   We  rely  heavily  on  our  sophisticated   property  management
capabilities  and  innovative  operating  strategies  in our  efforts to produce
consistent earnings growth.

<PAGE>    3

     Sophisticated Property Management. We believe the depth of our organization
enables us to deliver quality services,  thereby promoting resident satisfaction
and improving resident retention,  which reduces operating  expenses.  We manage
our  properties  utilizing  a staff  of  professionals  and  support  personnel,
including  certified  property  managers,  experienced  apartment  managers  and
leasing  agents,  and trained  apartment  maintenance  technicians.  Our on-site
personnel are trained to deliver high quality  services to their  residents.  We
attempt  to  motivate  our  on-site  employees  through  incentive  compensation
arrangements based upon the net operating income produced at their property,  as
well as rental rate increases and the level of lease renewals achieved.

     Innovative Operating Strategies.  We believe an intense focus on operations
is necessary to realize consistent, sustained earnings growth. Ensuring resident
satisfaction,  increasing  rents as market  conditions  allow,  maximizing  rent
collections,  maintaining  property  occupancy at optimal levels and controlling
operating  costs  comprise our  principal  strategies  to maximize  property net
operating income.  Lease terms are generally staggered based on vacancy exposure
by  apartment  type  so  that  lease  expirations  are  better  matched  to each
property's  seasonal  rental  patterns.  We  offer  leases  ranging  from six to
thirteen months,  with individual property marketing plans structured to respond
to local market  conditions.  In addition,  we conduct ongoing  customer service
surveys to ensure we respond  timely to residents  changing  needs and to ensure
that residents retain a high level of satisfaction.

     New Development and Acquisitions.  We believe we are well positioned in our
markets  and  have the  expertise  to take  advantage  of both  development  and
acquisition opportunities.  This dual capability,  combined with what we believe
is a  conservative  financial  structure,  allows us to  concentrate  our growth
efforts   towards   selective    development    alternatives   and   acquisition
opportunities.

     Selective  development of new apartment properties in our core markets will
continue to be  important  to the growth of our  portfolio  for the next several
years. We use experienced on-site construction superintendents,  operating under
the  supervision  of project  managers  and senior  management,  to control  the
construction  process.  All  development  decisions  are made from our corporate
office.  Risks  inherent to developing  real estate  include  zoning changes and
environmental   matters.  There  is  also  the  risk  that  certain  assumptions
concerning  economic  conditions may change during the development  process.  We
believe that we understand  and  effectively  manage the risks  associated  with
development  and that the  risks of new  development  are  justified  by  higher
potential yields.

     We plan to continue diversification of our investments, both geographically
and in the number of apartment  homes and  selection of amenities  offered.  Our
operating properties have an average age of nine years (calculated on a basis of
investment dollars).  We believe that the physical  improvements we have made at
our acquired  properties,  such as new or enhanced  landscaping  design,  new or
upgraded  amenities and redesigned  building  structures,  coupled with a strong
focus on property management and marketing, has resulted in attractive yields on
acquired properties.

     Dispositions.   To  generate   consistent   earnings  growth,  we  seek  to
selectively  dispose  of  properties  and  redeploy  capital if we  determine  a
property cannot meet long-term earnings growth expectations.  The $275.5 million
in net proceeds  received from asset disposals during 1998,  including the joint
venture  investment  in  Sierra-Nevada,  were  reinvested  in  acquisitions  and
developments and used to retire debt and repurchase common shares.

     Environmental  Matters.  Under  various  federal,  state  and  local  laws,
ordinances  and  regulations,  we  are  liable  for  the  costs  of  removal  or
remediation of certain  hazardous or toxic  substances on or in our  properties.
These laws often impose liability  without regard to whether we knew of, or were
responsible for, the presence of the hazardous or toxic  substances.  All of our
properties  have  been  subjected  to  Phase  I  site   assessments  or  similar
environmental audits to determine if there is a likelihood of contamination from
either on- or off-site sources. These audits have been carried out in accordance
with accepted  industry  practices.  We have also conducted  limited  subsurface
investigations  and tested for radon and lead-based  paint where such procedures
have been  recommended  by our  consultants.  We cannot assure you that existing
environmental  studies  reveal all  environmental  liabilities or that any prior
owner did not create any material  environmental  condition  not know to us. The
costs of  investigation,  remediation or removal of hazardous  substances may be
substantial.  If hazardous or toxic substances are present on a property,  or if
we fail to properly remediate such substances,  our ability to sell or rent such
property  or to borrow  using  such  property  as  collateral  may be  adversely
affected.

<PAGE>    4

     Insurance. We carry comprehensive liability, fire, flood, extended coverage
and rental loss insurance on our properties, which we believe is of the type and
amount customarily obtained on real property assets. We intend to obtain similar
coverage for  properties  we acquire in the future.  However,  there are certain
types of losses,  generally of a catastrophic nature, such as losses from floods
or earthquakes,  that may be subject to limitations in certain areas.  Our board
exercises  its  discretion  in   determining   amounts,   coverage   limits  and
deductibility  provisions of insurance,  with a view to maintaining  appropriate
insurance on our  investments at a reasonable  cost and on suitable terms. If we
suffer a substantial  loss, our insurance  coverage may not be sufficient to pay
the  full  current  market  value  or  current  replacement  cost  of  our  lost
investment.  Inflation, changes in building codes and ordinances,  environmental
considerations  and other factors also might make it infeasible to use insurance
proceeds to replace a property after it has been damaged or destroyed.

MARKETS AND COMPETITION

     Our portfolio consists of middle to upper market apartment  properties.  We
target acquisitions and developments in selected high-growth markets.  Since our
initial public offering, we have diversified into other markets in the Southwest
region and into the Southeast, Midwest and Western regions of the United States.
By combining acquisition, renovation and development capabilities, we believe we
are able to better  respond  to  changing  conditions  in each  market,  thereby
reducing market risk and allowing us to take advantage of  opportunities as they
arise.

     There are numerous housing alternatives that compete with our properties in
attracting  residents.  Our properties  compete directly with other  multifamily
properties and single family homes that are available for rent in the markets in
which our properties are located. Our properties also compete for residents with
the new and existing  owned-home market. The demand for rental housing is driven
by economic and  demographic  trends.  Recent trends in the economics of renting
versus  home  ownership  indicate  an  increasing  demand for rental  housing in
certain markets,  despite  relatively low residential  mortgage  interest rates.
Rental demand should be strong in areas anticipated to experience  in-migration,
due to the younger ages that characterize  movers as well as the relatively high
cost of home ownership in higher growth areas.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

     We have made statements in this report that are  "forward-looking"  in that
they do not  discuss  historical  fact,  but instead  note future  expectations,
projections,   intentions  or  other  items   relating  to  the  future.   These
forward-looking  statements include those made in the documents  incorporated by
reference in this report.

     Forward-looking   statements  are  subject  to  known  and  unknown  risks,
uncertainties  and other facts that may cause our actual  results or performance
to differ materially from those contemplated by the forward-looking  statements.
Many of  those  factors  are  noted  in  conjunction  with  the  forward-looking
statements in the text. Other important  factors that could cause actual results
to differ include:

     1.   The  results of our  efforts to  implement  our  property  development
          strategy.
     2.   The  effect of  economic  conditions.  
     3.   Failure  to qualify as a real estate investment trust.
     4.   The costs of our capital.
     5.   Actions  of our  competitors  and our  ability  to  respond  to  those
          actions.
     6.   Changes in government  regulations,  tax rates and similar  matters.  
     7.   Environmental uncertainties and natural disasters.
     8.   Unexpected Year 2000 problems.
     9.   Other risks detailed in our other SEC reports or filings.

     Given these  uncertainties,  you should not place  undue  reliance on these
forward-looking  statements.  These  forward-looking  statements  represent  our
estimates and assumptions only as of the date of this report.

<PAGE>    5

ITEM 2.             PROPERTIES

THE PROPERTIES

     The  Company's   properties  typically  consist  of  two-  and  three-story
buildings  in a  landscaped  setting  and  provide  residents  with a variety of
amenities.  Most of the  properties  have, or are expected to have,  one or more
swimming pools and a clubhouse and many have whirlpool  spas,  tennis courts and
controlled-access  gates. Many of the apartment homes offer additional  features
such  as  fireplaces,   vaulted  ceilings,  microwave  ovens,  covered  parking,
icemakers,  washers and dryers and ceiling fans.  The 149  properties,  which we
owned interests in and operated at December 31, 1998, average 838 square feet of
living area.

OPERATING PROPERTIES

     For the  year  ended  December  31,  1998,  no  single  operating  property
accounted for greater than 3.2% of our total revenues.  The operating properties
had a  weighted  average  occupancy  rate of 93.0%  and  94.0% in 1998 and 1997,
respectively.  Resident lease terms  generally range from six to thirteen months
and usually require security  deposits.  One hundred twenty-six of our operating
properties have over 200 apartment homes,  with the largest having 894 apartment
homes.  Our  operating  properties  were  constructed  and  placed in service as
follows:


       Year Placed in Service                           Number of Properties
  ------------------------------                  ------------------------------
            1993 - 1998                                         40
            1988 - 1992                                         26
            1983 - 1987                                         53
            1978 - 1982                                         19
            1973 - 1977                                          7
            1967 - 1972                                          4

Property Table

     The following  table sets forth  information  with respect to our operating
properties at December 31, 1998.


<PAGE>    6

OPERATING PROPERTIES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              December 1998 Avg.
                                                                                                               Mo. Rental Rates
                                                                                                            ------------------------
                                           Number of      Year Placed     Average Apartment   1998 Average      Per
PROPERTY AND LOCATION                      Apartments     in Service       Size (Sq. Ft.)    Occupancy (1)   Apartment   Per Sq. Ft.
- ---------------------------------------- --------------- -------------- -------------------- -------------- ----------- ------------
<S>                                        <C>            <C>             <C>                <C>             <C>        <C>
ARIZONA
    PHOENIX
       Arrowhead Springs, The Park at            288        1997                        925            88 %   $   704    $    0.76
       Fountain Palms, The Park at (2)           192      1986/1996                   1,050            87         703         0.67
       Scottsdale Legacy                         428        1996                      1,067            90         893         0.84
       Towne Center, The Park at (3)             240        1998                        871            85         707         0.81
       Vista Valley, The Park at                 357        1986                        923            90         703         0.76
    TUCSON
       Eastridge                                 456        1984                        559            91         446         0.80
       Oracle Villa                              365        1974                      1,026            90         687         0.67
CALIFORNIA
    ORANGE COUNTY
       Martinique                                713        1986                        795            94       1,009         1.27
       Parkside (4)                              421        1972                        835            61         924         1.11
       Sea Palms                                 138        1990                        891            97       1,115         1.25
COLORADO
    DENVER
       Centennial, The Park at                   276        1985                        744            96         715         0.96
       Deerwood, The Park at                     342        1996                      1,141            95       1,093         0.96
       Denver West, The Park at (5)              321        1997                      1,012            96       1,033         1.02
       Lakeway, The Park at                      451        1997                        919            95         953         1.04
       Park Place                                224        1985                        748            95         706         0.94
       Wexford, The Park at                      358        1986                        810            95         750         0.93
FLORIDA
    ORLANDO
       Grove, The                                232        1973                        677            97         537         0.79
       Landtree Crossing                         220        1983                        748            95         594         0.79
       Renaissance Pointe                        272        1996                        940            95         793         0.84
       Riverwalk I & II                          552      1984/1986                     747            92         552         0.74
       Sabal Club (2)                            436        1986                      1,077            91         845         0.78
       Vineyard, The (6)                         526      1990/1991                     824            97         669         0.81
    TAMPA/ST. PETERSBURG
       Chase Crossing                            444        1986                      1,223            88         784         0.64
       Chasewood                                 247        1985                        704            95         548         0.78
       Dolphin/Lookout Pointe                    832      1987/1989                     748            94         646         0.86
       Heron Pointe                              276        1996                        942            95         824         0.88
       Island Club I & II                        484      1983/1985                     722            95         533         0.74
       Live Oaks (2)                             770        1990                      1,093            89         743         0.68
       Mallard Pointe I & II                     688      1982/1983                     728            93         573         0.79
       Marina Pointe Village (9)                 408        1997                        927            89         795         0.86
       Parsons Run                               228        1986                        728            97         572         0.78
       Schooner Bay                              278        1986                        728            95         636         0.87
       Summerset Bend                            368        1984                        771            94         597         0.77
KENTUCKY
    LOUISVILLE
       Copper Creek                              224        1987                        732            92         623         0.85
       Deerfield                                 400      1987/1990                     746            89         625         0.84
       Glenridge                                 138        1990                        916            89         735         0.80
       Post Oak                                  126        1981                        847            92         586         0.69
       Sundance                                  254        1975                        682            92         533         0.78
MISSOURI
    KANSAS CITY
       Camden Passage I & II                     596      1989/1997                     832            95         695         0.83
    ST. LOUIS                                                                                          92
       Cedar Ridge (2)                           420        1986                        852            96         550         0.65
       Cove at Westgate, The                     276        1990                        828            93         846         1.02
       Knollwood I & II                          608      1981/1985                     722            91         534         0.74
       Spanish Trace                             372        1972                      1,158            88         714         0.62
       Tempo                                     304        1975                        676            94         502         0.74
       Westchase                                 160        1986                        945            89         849         0.90
       Westgate I & II (4)                       591      1973/1980                     947            92         741         0.78
NEVADA
    LAS VEGAS
       Oasis Bay (5)                             128        1990                        862            96         717         0.82
       Oasis Bel Air I & II                      528      1988/1995                     943            94         670         0.71
       Oasis Breeze                              320        1989                        846            95         673         0.80
</TABLE>


<PAGE>    7

OPERATING PROPERTIES (CONTINUED)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              December 1998 Avg.
                                                                                                               Mo. Rental Rates
                                                                                                            ------------------------
                                           Number of     Year Placed     Average Apartment    1998 Average      Per
PROPERTY AND LOCATION                      Apartments    in Service        Size (Sq. Ft.)     Occupancy (1)  Apartment  Per Sq. Ft.
- ----------------------------------------- ------------ --------------- ------------------- --------------- ----------- ------------
<S>                                        <C>         <C>             <C>                 <C>             <C>         <C>
       Oasis Canyon                              200        1995                        987            92 %   $   776    $    0.79
       Oasis Cliffs                              376        1988                        936            92         733         0.78
       Oasis Club                                320        1989                        896            95         711         0.79
       Oasis Cove                                124        1990                        898            97         680         0.76
       Oasis Crossings (5)                        72        1996                        983            90         752         0.77
       Oasis Del Mar                             560        1995                        986            94         801         0.81
       Oasis Emerald (5)                         132        1988                        873            94         642         0.74
       Oasis Gateway (5)                         360        1997                      1,146            92         850         0.74
       Oasis Glen                                113        1994                        792            98         686         0.88
       Oasis Greens                              432        1990                        892            93         702         0.79
       Oasis Harbor                              336        1996                      1,008            94         785         0.78
       Oasis Heights                             240        1989                        849            93         659         0.78
       Oasis Heritage (5)                        720        1986                        950            88         604         0.64
       Oasis Hills                               184        1991                        579            95         507         0.88
       Oasis Island (5)                          118        1990                        901            93         651         0.72
       Oasis Landing (5)                         144        1990                        938            94         694         0.74
       Oasis Meadows (5)                         383        1996                      1,031            89         782         0.76
       Oasis Palms (5)                           208        1989                        880            96         664         0.75
       Oasis Paradise                            624        1991                        905            93         743         0.82
       Oasis Pearl (5)                            90        1989                        930            95         671         0.72
       Oasis Pines                               315        1997                      1,005            91         795         0.79
       Oasis Place (5)                           240        1992                        440            94         440         1.00
       Oasis Plaza (5)                           300        1976                        820            95         603         0.74
       Oasis Pointe                              252        1996                        985            95         749         0.76
       Oasis Ridge (5)                           477        1984                        391            91         432         1.10
       Oasis Rose (5)                            212        1994                      1,025            92         719         0.70
       Oasis Sands                                48        1994                      1,125            94         735         0.65
       Oasis Springs (5)                         304        1988                        838            94         635         0.76
       Oasis Suites (5)                          409        1988                        404            93         444         1.10
       Oasis Summit                              234        1995                      1,187            94       1,063         0.90
       Oasis Tiara                               400        1996                      1,043            95         829         0.79
       Oasis Topaz                               270        1978                        827            90         603         0.73
       Oasis View (5)                            180        1983                        940            93         665         0.71
       Oasis Vinings (5)                         234        1994                      1,152            94         739         0.64
       Oasis Vintage                             368        1994                        978            92         731         0.75
       Oasis Vista (5)                           408        1985                        896            86         527         0.59
       Oasis Winds                               350        1978                        807            89         598         0.74
    RENO
       Oasis Bluffs                              450        1997                      1,111            93         991         0.89
NORTH CAROLINA
    CHARLOTTE
       Copper Creek                              208        1989                        703            92         610         0.87
       Eastchase                                 220        1986                        698            91         569         0.82
       Habersham Pointe                          240        1986                        773            91         646         0.84
       Overlook, The (5)                         220        1985                        754            93         665         0.88
       Park Commons                              232        1997                        859            92         726         0.84
       Pinehurst                                 407        1967                      1,147            90         758         0.66
       Timber Creek                              352        1984                        706            90         606         0.86
    GREENSBORO
       Brassfield Park (5)                       336        1997                        889            94         713         0.80
       Glen, The                                 304        1980                        662            88         555         0.84
       River Oaks                                216        1985                        795            90         626         0.79
TEXAS
    AUSTIN
       Autumn Woods                              283        1984                        644            94         566         0.88
       Calibre Crossing                          183        1986                        705            98         607         0.86
       Huntingdon, The                           398        1995                        903            96         785         0.87
       Quail Ridge                               167        1984                        859            97         672         0.78
       Ridgecrest                                284        1995                        851            95         753         0.88
       South Oaks                                430        1980                        705            94         589         0.83
    CORPUS CHRISTI
       Breakers, The                             288        1996                        861            92         757         0.88

</TABLE>

<PAGE>    8

OPERATING PROPERTIES (CONTINUED)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              December 1998 Avg.
                                                                                                               Mo. Rental Rates
                                                                                                            ------------------------
                                           Number of     Year Placed     Average Apartment    1998 Average      Per
PROPERTY AND LOCATION                      Apartments    in Service        Size (Sq. Ft.)    Occupancy (1)   Apartment  Per Sq. Ft.
- ----------------------------------------- ------------ ---------------- ------------------- --------------- ----------- ------------
<S>                                        <C>           <C>             <C>                 <C>             <C>        <C>
       Miramar I, II & III (7)                   300   1994/1995/1998                   708            89%  $     789    $    1.11
       Potters Mill                              344        1986                        775            91         597         0.77
       Waterford, The                            580      1976/1980                     767            91         521         0.68
    DALLAS/FORT WORTH
       Addison, The Park at                      456        1996                        942            92         873         0.93
       Buckingham, The Park at (8)               464        1997                        919            93         803         0.87
       Centreport, The Park at (8)               268        1997                        910            96         808         0.89
       Chesapeake                                128        1982                        912            96         724         0.79
       Cottonwood Ridge                          208        1985                        829            95         575         0.69
       Emerald Valley                            516        1986                        743            95         657         0.88
       Emerald Village                           304        1987                        713            94         616         0.86
       Glen Arbor                                320        1980                        666            98         505         0.76
       Glen Lakes                                424        1979                        877            95         746         0.85
       Highland Trace                            160        1985                        816            94         657         0.80
       Highpoint (5)                             708        1985                        835            95         640         0.77
       Ivory Canyon                              602        1986                        548            96         538         0.98
       Los Rios                                  286        1992                        772            94         778         1.01
       Nob Hill                                  486        1986                        642            95         516         0.80
       North Dallas Crossing I & II              446        1985                        730            93         623         0.85
       Oakland Hills                             476        1985                        853            97         601         0.70
       Pineapple Place                           256        1983                        652            93         586         0.90
       Randol Mill Terrace                       340        1984                        848            96         581         0.69
       Shadow Lake                               264        1984                        733            92         573         0.78
       Stone Creek                               240        1995                        831            92         787         0.95
       Stone Gate                                276        1996                        871            93         814         0.94
       Towne Centre Village                      188        1983                        735            97         565         0.77
       Towne Crossing, The Place at              442        1984                        772            97         570         0.74
       Valley Creek Village                      380        1984                        855            97         639         0.75
       Valley Ridge                              408        1987                        773            96         612         0.79
       Westview                                  335        1983                        697            95         593         0.85
    EL PASO
       La Plaza                                  129        1969                        997            95         582         0.58
    HOUSTON
       Brighton Place                            282        1978                        749            97         558         0.74
       Cambridge Place                           336        1979                        771            97         574         0.75
       Crossing, The                             366        1982                        762            96         563         0.74
       Driscoll Place                            488        1983                        708            95         467         0.66
       Eagle Creek                               456        1984                        639            97         564         0.88
       Jones Crossing                            290        1982                        748            97         563         0.75
       Roseland                                  671        1982                        726            96         554         0.75
       Southpoint                                244        1981                        730            93         568         0.78
       Stonebridge                               204        1993                        845            97         777         0.92
       Sugar Grove, The Park at                  380        1997                        917            94         810         0.88
       Vanderbilt I & II, The Park at            894      1996/1997                     863            96         993         1.15
       Wallingford                               462        1980                        787            95         589         0.75
       Wilshire Place                            536        1982                        761            95         562         0.74
       Woodland Park                             288        1995                        866            96         789         0.91
       Wyndham Park                              448      1978/1981                     797            98         506         0.63
                                            =========                        ===============    ============ =========  ===========
       Total                                  51,310                                    838            93%   $    681    $    0.81
                                            =========                        ===============    ============ =========  ===========
</TABLE>

(1)  Represents average physical  occupancy for the year, except as noted below.
(2)  Acquisition  property - average occupancy calculated  from acquisition date
     through year-end.
(3)  Property under lease-up at December 31, 1998.  Occupancy  percentage listed
     is as of March 1, 1999,  and is excluded from the December 31, 1998 average
     physical occupancy calculation.
(4)  Property under  renovation  during 1998,  which affected  occupancy  levels
     during this period. Occupancy percentage listed is as of March 1, 1999, and
     is  excluded  from  the  December  31,  1998  average  physical   occupancy
     calculation.
(5)  Properties owned through joint venture  investments.  
(6)  Property  combined with an  adjacent  property,  The  Reserve,  in 1998.  
(7)  Miramar is a  student  housing  project for  Texas A&M at  Corpus  Christi.
     Average  occupancy  includes  summer  which  is  normally  subject  to high
     vacancies.
(8)  Development  property  - average  occupancy  calculated  from date at which
     occupancy exceeded 90% through year-end.  
(9)  Property  acquired  during  1998  while  still  under  lease-up.  Occupancy
     percentage listed is as of March 1, 1999, and is excluded from the December
     31, 1998 average physical occupancy calculation.

<PAGE>    9

OPERATING PROPERTY UNDER LEASE-UP

     The operating  property  under  lease-up  table is  incorporated  herein by
reference from page 22 of the Company's  Annual Report to  Shareholders  for the
year ended December 31, 1998, which page is filed as Exhibit 13.1 hereto.

DEVELOPMENT PROPERTIES

     The total  budgeted cost of the  development  properties  is  approximately
$400.1 million,  with a remaining cost to complete,  as of December 31, 1998, of
approximately $217.8 million. There can be no assurance that our budget, leasing
or occupancy  estimates will be attained for the development  properties or that
their performance will be comparable to that of our existing portfolio.

Development Property Table

     The  development  property table is  incorporated  herein by reference from
page 22 of our Annual  Report to  Shareholders  for the year ended  December 31,
1998, which is filed as Exhibit 13.1.

     Management  believes  that we  possess  the  development  capabilities  and
experience  to  provide a  continuing  source  of  portfolio  growth.  In making
development decisions,  management considers a number of factors,  including the
size of the property,  the season in which  leasing  activity will occur and the
extent to which  delivery of the  completed  apartment  homes will coincide with
leasing and  occupancy of such  apartment  homes (which is dependent  upon local
market conditions).  In order to pursue a development opportunity,  we currently
require a minimum initial  stabilized target return of 9.5%-10.5%.  This minimum
target  return  is based on  projected  market  rents and  projected  stabilized
expenses, considering the market and the nature of the prospective development.

ITEM 3. LEGAL PROCEEDINGS

     Prior to our  merger  with  Oasis,  Oasis  had been  contacted  by  certain
regulatory  agencies  with  regard to alleged  failures  to comply with the Fair
Housing  Amendments  Act as it pertained to nine  properties  (seven of which we
currently own) constructed for first occupancy after March 31, 1991. On February
1, 1999, the Justice  Department filed a lawsuit against us in the United States
District  Court for the  District  of Nevada  alleging  (1) that the  design and
construction of these properties  violates the Fair Housing Act and (2) that the
Company,  through  the merger  with Oasis,  has  discriminated  in the rental of
dwellings to persons because of handicap.  The complaint  requests an order that
(i)  declares  that the  defendants'  policies  and  practices  violate the Fair
Housing  Act;  (ii)  enjoins the Company  from (a) failing or  refusing,  to the
extent possible, to bring the dwelling units and public use and common use areas
at  these  properties  and  other  covered  units  that it has  designed  and/or
constructed  into  compliance with the Fair Housing Act, (b) failing or refusing
to take such  affirmative  steps as may be  necessary  to restore,  as nearly as
possible,  the alleged victims of the defendants  alleged unlawful  practices to
positions  they would have been in but for the  discriminatory  conduct  and (c)
designing or constructing any covered multi-family  dwellings in the future that
do not contain the accessibility and adaptability features set forth in the Fair
Housing Act; and requires us to pay damages,  including punitive damages,  and a
civil penalty.

     We are currently inspecting these properties to determine the extent of the
alleged noncompliance and the changes that may be necessitated. At this time, we
are not able to provide an estimate of costs and expenses  associated  with this
matter.  There can be no assurance  that we will be successful in the defense of
the Justice Department action. If this lawsuit is successful,  we could suffer a
material adverse impact.

     Camden is subject to various legal proceedings and claims that arise in the
ordinary course of business.  These matters are generally  covered by insurance.
While the  resolution  of these  matters  cannot be  predicted  with  certainty,
management  believes  that the final  outcome  of such  matters  will not have a
material adverse effect on the consolidated financial statements of Camden.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter  was  submitted  during the  fourth  quarter  of the fiscal  year
covered by this report to a vote of security  holders,  through the solicitation
of proxies or otherwise.

<PAGE>    10
                                     PART II

  ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Information with respect to this Item 5 is incorporated herein by reference
from page 49 of our Annual Report to  Shareholders  for the year ended  December
31, 1998, which is filed as Exhibit 13.1. The number of holders of record of our
common shares, $0.01 par value, as of March 1, 1999, was 1,137.

ITEM 6. SELECTED FINANCIAL DATA

     Information with respect to this Item 6 is incorporated herein by reference
from pages 50 and 51 of our  Annual  Report to  Shareholders  for the year ended
December 31, 1998, which is filed as Exhibit 13.1.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     Information with respect to this Item 7 is incorporated herein by reference
from pages 19 through 29 of our Annual Report to Shareholders for the year ended
December 31, 1998, which is filed as Exhibit 13.1.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information  with  respect  to  this  Item  7A is  incorporated  herein  by
reference from page 25 of our Annual Report to  Shareholders  for the year ended
December 31, 1998, which is filed as Exhibit 13.1.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's financial statements and supplementary  financial information
for the  years  ended  December  31,  1998,  1997  and 1996  are  listed  in the
accompanying Index to Consolidated  Financial  Statements and Supplementary Data
at F-1 and are incorporated  herein by reference from pages 30 through 49 of our
Annual Report to Shareholders for the year ended December 31, 1998, which is
filed as Exhibit 13.1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURE

     None.

<PAGE>    11


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information  with respect to this Item 10 is incorporated by reference from
the  Company's  Proxy  Statement  to be filed on or  before  March  31,  1999 in
connection with the Annual Meeting of Shareholders to be held May 13, 1999.

ITEM 11. EXECUTIVE COMPENSATION

     Information  with respect to this Item 11 is incorporated by reference from
the  Company's  Proxy  Statement  to be filed on or  before  March  31,  1999 in
connection with the Annual Meeting of Shareholders to be held May 13, 1999.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information  with respect to this Item 12 is incorporated by reference from
the  Company's  Proxy  Statement  to be filed on or  before  March  31,  1999 in
connection with the Annual Meeting of Shareholders to be held May 13, 1999.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  with respect to this Item 13 is incorporated by reference from
the  Company's  Proxy  Statement  to be filed on or  before  March  31,  1999 in
connection with the Annual Meeting of Shareholders to be held May 13, 1999.


<PAGE>    12

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  (1)  Financial Statements:

          The  Company's  financial   statements  and  supplementary   financial
     information for the years ended December 31, 1998, 1997 and 1996 are listed
     in  the  accompanying  Index  to  Consolidated   Financial  Statements  and
     Supplementary  Data at F-1 and are  incorporated  herein by reference  from
     pages 30 through 49 of the Company's  Annual Report to the Shareholders for
     the year ended  December  31,  1998,  which pages are filed as Exhibit 13.1
     hereto.

     (2)  Financial Statement Schedule:

          The financial  statement  schedule listed in the accompanying Index to
     Consolidated  Financial  Statements and  Supplementary  Data at page F-1 is
     filed as part of this Report.

     (3) Index to Exhibits:

     NUMBER                             TITLE

     2.1       Agreement  and Plan of Merger,  dated as of  December  16,  1996,
               among the Registrant,  Camden Subsidiary, Inc. and Paragon Group,
               Inc.   Incorporated   by  reference  from  Exhibit  99.2  to  the
               Registrant's Form 8-K filed December 18, 1996 (File No. 1-12110).

     2.2       Agreement and Plan of Merger,  dated December 16, 1997, among the
               Registrant,  Camden  Subsidiary  II, Inc. and Oasis  Residential,
               Inc.   Incorporated   by  reference   from  Exhibit  2.1  to  the
               Registrant's Form 8-K filed December 17, 1997 (File No. 1-12110).

     2.3       Amendment  No. 1, dated  February 4, 1998, to  the Agreement  and
               Plan  of Merger, dated  December 16, 1997, among  the Registrant,
               Camden   Subsidiary   II,  Inc. and   Oasis   Residential,   Inc.
               Incorporated by  reference from Exhibit  2.1 to the  Registrant's
               Form 8-K filed February 5, 1998 (File No. 1-12110).

     2.4       Contribution  Agreement,  dated  June 26,  1998,  by and  between
               Camden   Subsidiary,    Inc.   and   Sierra-Nevada    Multifamily
               Investments,  LLC.  Incorporated by reference from Exhibit 2.1 to
               the Registrant's Form 8-K filed July 15, 1998 (File No. 1-12110).

     2.5       Agreement  of  Purchase  and Sale,  dated June 26,  1998,  by and
               between Camden  Subsidiary,  Inc. and  Sierra-Nevada  Multifamily
               Investments,  LLC.  Incorporated by reference from Exhibit 2.2 to
               the Registrant's Form 8-K filed July 15, 1998 (File No. 1-12110).

     2.6       Agreement  of  Purchase  and Sale,  dated June 26,  1998,  by and
               between NQRS,  Inc. and  Sierra-Nevada  Multifamily  Investments,
               LLC.   Incorporated   by  reference   from  Exhibit  2.3  to  the
               Registrant's Form 8-K filed July 15, 1998 (Filed No. 1-12110).

     3.1       Amended  and  Restated  Declaration  of Trust of the  Registrant.
               Incorporated  by reference  from Exhibit 3.1 to the  Registrant's
               Form 10-K for the year ended December 31, 1993 (File No.
               1-12110).

     3.2       Amendment to the Amended and Restated Declaration of Trust of the
               Registrant.  Incorporated  by  reference  from Exhibit 3.1 to the
               Registrant's Form 10-Q filed August 14, 1997 (File No. 1-12110).

     3.3       Second   Amended   and   Restated   Bylaws  of  the   Registrant.
               Incorporated  by reference  from Exhibit 3.3 to the  Registrant's
               Form 10-K for the year ended December 31, 1997 (File No.
               1-12110).

     4.1       Specimen  certificate  for Common Shares of beneficial  interest.
               Incorporated  by reference  from Exhibit 4.1 to the  Registrant's
               Registration  Statement  on Form S-11 filed  September  15,  1993
               (File No. 33-68736).

<PAGE>    13

     4.2       Indenture dated as of April 1, 1994 by and between the Registrant
               and The First National Bank of Boston,  as Trustee.  Incorporated
               by reference  from Exhibit 4.3 to the  Registrant's  Statement on
               Form S-11 filed April 12, 1994 (File No. 33-76244).

     4.3       Form of Convertible Subordinated Debenture Due 2001. Incorporated
               by reference  from Exhibit 4.3 to the  Registrant's  Statement on
               Form S-11 filed April 12, 1994 (File No. 33-76244).

     4.4       Indenture  dated as of February  15, 1996 between the Company and
               the U.S. Trust Company of Texas,  N.A., as Trustee.  Incorporated
               by reference from Exhibit 4.1 to the Registrant's  Form 8-K filed
               February 15, 1996 (File No. 1-12110).

     4.5       First  Supplemental  Indenture  dated  as of  February  15,  1996
               between  the  Company and U.S.  Trust  Company of Texas N.A.,  as
               trustee.  Incorporated  by  reference  from  Exhibit  4.2  to the
               Registrant's Form 8-K filed February 15, 1996 (File No. 1-12110).

     4.6       Form of Camden Property Trust 6 5/8% Note due 2001.  Incorporated
               by reference from Exhibit 4.3 to the Registrant's  Form 8-K filed
               February 15, 1996 (File No. 1-12110).

     4.7       Form of Camden  Property Trust 7% Note due 2006.  Incorporated by
               reference  from  Exhibit 4.3 to the  Registrant's  Form 8-K filed
               December 2, 1996 (File No. 1-12110).

     4.8       Specimen  certificate for Camden Series A Cumulative  Convertible
               Shares of Beneficial  Interest.  Incorporated from Exhibit 4.3 to
               the  Registrant's   Registration  Statement  on  Form  S-4  filed
               February 6, 1998 (File No. 333-45817).

     4.9       Statement  of  Designation,  Preferences  and  Rights of Series A
               Cumulative  Convertible  Preferred Shares of Beneficial Interest.
               Incorporated  by reference  from Exhibit 4.1 to the  Registrant's
               Registration  Statement on Form S-4 filed  February 6, 1998 (File
               No. 333-45817).

     4.10      Form  of  Statement  of   Designation   of  Series  B  Cumulative
               Redeemable Preferred Shares of Beneficial Interest.  Incorporated
               by reference from Exhibit 4.1 to the Registrant's  Form 8-K filed
               on March 10, 1999 (File No. 1-2110).

     10.1      Form of  Indemnification  Agreement by and between the Registrant
               and  certain  of  its  trust  managers  and  executive  officers.
               Incorporated  by reference  from Exhibit 10.18 to Amendment No. 1
               of the  Registrant's  Registration  Statement  on Form S-11 filed
               July 9, 1993 (File No. 33-63588).

     10.2      Letter  Agreement  dated July 18, 1993 among Richard J. Campo, G.
               Steven  Dawson,  the Registrant  and Apartment  Connection,  Inc.
               Incorporated by reference from Exhibit 10.25 to the  Registrant's
               Registration  Statement  on Form S-11 filed  September  15,  1993
               (File No. 33-68736).

     10.3      Amendment and Restatement of the 1993 Share Option Plan of Camden
               Property  Trust.  Incorporated  by reference from Exhibit 10.7 to
               the Registrant's Form 10-K filed March 28, 1996 (File No.
               1-12110).

     10.4*     Amended and Restated Employment Agreement dated August 7, 1998 by
               and between the Registrant and Richard J. Campo.

     10.5*     Amended and Restated Employment Agreement dated August 7, 1998 by
               and between the Registrant and D. Keith Oden.

     10.6      Form of Employment  Agreement by and between the  Registrant  and
               certain senior executive officers. Incorporated by reference from
               Exhibit 10.13 to the Registrant's  Form 10-K filed March 28, 1997
               (File No. 1-12110).

     10.7      Camden   Property   Trust  Key   Employee   Share   Option  Plan.
               Incorporated by reference from Exhibit 10.14 to the  Registrant's
               Form 10-K filed March 28, 1997 (File No. 1-12110).

<PAGE>    14

     10.8      Distribution  Agreement dated March 20, 1997 among the Registrant
               and the Agents listed therein  relating to the issuance of Medium
               Term Notes.  Incorporated  by  reference  from Exhibit 1.1 to the
               Registrant's Form 8-K filed March 21, 1997 (File No. 1-12110).

     10.9      Registration  Rights  Agreement  dated  April 15,  1997 among the
               Company,  the  Operating  Partnership  and certain  investors set
               forth therein. Incorporated by reference from Exhibit 99.1 to the
               Registrant's  Registration  Statement  on Form S-3 filed with the
               Commission on April 22, 1997 (File No. 333-25637).

     10.10     Camden   Development,  Inc. 1997  Non-Qualified   Employee  Stock
               Purchase Plan. Incorporated by reference from Exhibit 10.3 to the
               Registrant's  Form 10-Q filed August 14, 1997 (File No. 1-12110).

     10.11     Form of Master  Exchange  Agreement by and between the Registrant
               and certain key employees. Incorporated by reference from Exhibit
               10.16 to the Registrant's  Form 10-K filed February 6, 1998 (File
               No. 1-12110).

     10.12     Restatement  and Amendment of Loan  Agreement  dated November 25,
               1997  between   Registrant  and   NationsBank   of  Texas,   N.A.
               Incorporated by reference from Exhibit 10.17 to the  Registrant's
               Form 10-K filed February 6, 1998 (File No. 1-12110).

     10.13     Form of Affiliate Letter.  Incorporated by reference from Exhibit
               10.1 to the  Registrant's  Registration  Statement  on Form S-4/A
               filed February 26, 1998 (File No. 333-45817).

     10.14     Amended and  Restated  Limited  Liability  Company  Agreement  of
               Sierra-Nevada  Multifamily  Investments,  LLC, adopted as of June
               29,  1998 by  Camden  Subsidiary,  Inc.  and  TMT-Nevada,  L.L.C.
               Incorporated  by reference from Exhibit 99.1 to the  Registrant's
               Form 8-K filed July 15, 1998 (File No. 1-12110).

     10.15     Form of Registration Rights Agreement, dated as of April 6, 1998,
               by and among Oasis  Residential,  Inc.,  ISCO and IFT Properties,
               Ltd.   Incorporated   by  reference  from  Exhibit  99.1  to  the
               Registrant's  Registration Statement on Form S-3 filed January 8,
               1999 (File No. 333-70295).

     10.16     Form of Registration Rights Agreement, dated as of April 2, 1998,
               by  and  between  Oasis  Residential,   Inc.  and  Merrill  Lynch
               International Private Finance Limited.  Incorporated by reference
               from Exhibit 99.2 to the Registrant's  Registration  Statement on
               Form S-3 filed January 8, 1999 (File No. 333-70295).

     10.17     Amended and Restated Limited Liability Company Agreement of Oasis
               Martinique, LLC, dated as of October 23, 1998, by and among Oasis
               Residential,  Inc. and the persons named therein. Incorporated by
               reference from Exhibit 10.59 to Oasis Residential,  Inc.'s Annual
               Report on Form 10-K for the year ended December 31, 1997 (File
               No. 1-12428).

     10.18     Exchange  Agreement,  dated as of October 23, 1998,  by and among
               Oasis  Residential,  Inc., Oasis Martinique,  LLC and the holders
               listed  thereon.  Incorporated by reference from Exhibit 10.60 to
               Oasis Residential, Inc.'s Annual Report on Form 10-K for the year
               ended December 31, 1997 (File No. 1-12428).

     10.19     Contribution  Agreement,  dated as of February 23,  1999,  by and
               among   Belcrest   Realty   Corporation,   Belair   Real   Estate
               Corporation,  Camden  Operating,  L.P. and Camden Property Trust.
               Incorporated  by reference from Exhibit 99.1 to the  Registrant's
               Form 8-K filed on March 10, 1999 (File No. 1-12110).

     10.20     First  Amendment  to Third  Amended  and  Restated  Agreement  of
               Limited  Partnership  of  Camden  Operating,  L.P.,  dated  as of
               February 23, 1999. Incorporated by reference from Exhibit 99.2 to
               the Registrant's Form 8-K filed on March 10, 1999 (File No.
               1-12110).

     10.21     Registration Rights Agreement,  dated as of February 23, 1999, by
               and  between  Camden  Property  Trust and the  unitholders  named
               therein.  Incorporated  by  reference  from  Exhibit  99.3 to the
               Registrant's Form 8-K filed on March 10, 1999 (File No. 1-12110).

<PAGE>    15

     11.1*     Statement re Computation of Per Share Earnings.

     13.1*     Selected  pages of the Camden  Property  Trust  Annual  Report to
               Shareholders for the year ended December 31, 1998.

     21.1*     Subsidiaries of the Registrant.

     23.1*     Consent of Deloitte & Touche LLP.

     24.1*     Powers of Attorney for Richard J. Campo, D. Keith Oden, G. Steven
               Dawson, William R. Cooper, George A. Hrdlicka, Scott S. Ingraham,
               Lewis A. Levey, F. Gardner Parker and Steven A. Webster.

     27.1*     Financial Data Schedule (filed only electronically with the SEC).

     27.2*     Restated Financial Data Schedules (filed only electronically with
               the SEC).

     27.3*     Restated Financial Data Schedules (filed only electronically with
               the SEC).

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


*Filed herewith.

14(b) Reports on Form 8-K


The  Registrant  did not file any Current  Reports on Form 8-K during the fourth
quarter of 1998.

<PAGE>    16

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.

March 29, 1999                     CAMDEN PROPERTY TRUST

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

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.


   NAME                                TITLE                          DATE


          *                   Chairman of the Board of Trust     March 29, 1999
- ------------------------      Managers and  Chief  Executive 
Richard J. Campo              Officer  (Principal  Executive
                              Officer)



          *                   President,  Chief    Operating     March 29, 1999
- ------------------------      Officer   and   Trust  Manager 
D. Keith Oden                 



 /s/G. Steven Dawson          Senior Vice President-Finance,     March 29, 1999
- ------------------------      Chief    Financial    Officer, 
G. Steven Dawson              Treasurer    and    Secretary 
                              (Principal   Financial    and 
                              Accounting Officer)



          *                   Trust Manager                      March 29, 1999
- ------------------------                                      
William R. Cooper                                                 


          *                   Trust Manager                      March 29, 1999
- ------------------------        
George A. Hrdlicka



          *                   Trust Manager                      March 29, 1999
- ------------------------           
Scott S. Ingraham



          *                   Trust Manager                      March 29, 1999
- ------------------------      
Lewis A. Levey


          *                   Trust Manager                      March 29, 1999
- ------------------------
F. Gardner Parker


          *                   Trust Manager                      March 29, 1999
- ------------------------
Steven A. Webster


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


<PAGE>    17


       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following  financial  statements of the Registrant and its subsidiaries
required to be included in Item 14(a)(1) are listed below:


CAMDEN PROPERTY TRUST                                                      PAGE
Independent Auditors' Report (included herein) . . . . . . . . . . . . .    F-2

Financial  Statements  (incorporated  by reference  under Item 8 of Part II from
     Pages 30 through 49 of the Company's  Annual Report to Shareholders for the
     year ended December 31, 1998):

          Independent Auditors' Report
          Consolidated Balance Sheets as of December 31, 1998 and 1997
          Consolidated Statements of Operations for the Years Ended
             December 31,1998, 1997 and 1996
          Consolidated Statements of Shareholders' Equity for the
             Years Ended December 31, 1998, 1997 and 1996
          Consolidated Statements of Cash Flows for the Years Ended
             December 31, 1998, 1997 and 1996
          Notes to Consolidated Financial Statements

     The following financial statement  supplementary data of the Registrant and
its subsidiaries required to be included in Item 14(a)(2) is listed below:

Schedule III  -- Real Estate and Accumulated Depreciation . . . . . . .     S-1



<PAGE>    18


INDEPENDENT AUDITORS' REPORT


To the Shareholders of Camden Property Trust


We have audited the consolidated  financial  statements of Camden Property Trust
("Camden") as of December 31, 1997 and 1998,  and for each of the three years in
the period ended  December 31, 1998,  and have issued our report  thereon  dated
January  26,  1999  (except  for  Notes 3, 6, 11 and 12 as to which  the date is
February  23,  1999);  such  consolidated  financial  statements  and report are
included in your 1998 Annual Report to Shareholders and are incorporated  herein
by  reference.  Our audits also  included the  financial  statement  schedule of
Camden Property Trust,  listed in Item 14. This financial  statement schedule is
the responsibility of Camden's  management.  Our responsibility is to express an
opinion based on our audits. In our opinion,  such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole,  presents fairly in all material  respects the information set forth
therein.




DELOITTE & TOUCHE LLP

Houston, Texas
January 26,  1999  (except  for  Notes  3, 6, 11 and 12 as to which  the date is
   February 23, 1999)


<PAGE>    19

                                                                    SCHEDULE III
                              CAMDEN PROPERTY TRUST
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998
(In thousands)
<TABLE>
<CAPTION>

                                                                                      Cost
                                                                                   Capitalized
                                                                                   Subsequent
                                                                                       to
                                                                                   Acquisition   
                                                           Initial Cost to             or        
Description                           Encumbrances      Camden Property Trust      Development 
- ----------------------------------    ------------    -------------------------   ------------- 
                                                                  Building and
PROPERTY NAME              Location                      Land     Improvements             
- -------------              --------                   ---------- --------------             
<S>                        <C>        <C>              <C>       <C>              <C>   

Apartments                    TX     $    33,737       $105,295 $    564,941       $   43,658  
Apartments                    AZ           8,176         14,471      106,200            3,405  
Apartments                    CA          71,083         41,535       82,041            5,286  
Apartments                    CO          33,612         15,618      120,088              685  
Apartments                    FL          33,445         43,754      303,603           10,813  
Apartments                    KY          18,565          5,382       44,853              860  
Apartments                    MO          54,252         21,612      141,446            6,683  
Apartments                    NV          96,330         62,243      400,899            3,188  
Apartments                    NC          20,445         11,842       75,102            3,275  
Projects under Development    AZ                          6,390        2,581             
Projects under Development    NV                          7,438       13,911             
Projects under Development    CO                          6,053       16,393             
Projects under Development    CA                          9,380        1,360             
Projects under Development    FL                          8,501        9,564             
Projects under Development    KY                                       5,845             
Projects under Development    TX                         76,508       52,756             
                                      ------------    ---------- --------------   -------------
     Total                            $  369,645       $436,022  $ 1,941,583       $   77,853  
                                      ============    ========== ==============   =============  
</TABLE>

(In thousands)
<TABLE>
<CAPTION>



                                                                                    Date
                                       Gross Amount at Which        Accumulated  Constructed  Depreciable
Description                         Carried at December 31, 1998(a) Depreciation or Acquired  Life (Years)
- ----------------------------------- ------------------------------- ------------ -----------  ------------

PROPERTY NAME              Location   Land    Building     Total
- -------------              -------- --------- ---------- -----------
<S>                        <C>      <C>       <C>        <C>          <C>           <C>        <C>

Apartments                    TX     $105,295  $  608,599 $   713,894 $  97,158     1993-1998        3-35
Apartments                    AZ       14,471     109,605     124,076    11,923     1994-1998        3-35
Apartments                    CA       41,535      87,327     128,862     1,673        1998          3-35
Apartments                    CO       15,618     120,773     136,391     2,323        1998          3-35
Apartments                    FL       43,754     314,416     358,170    16,748     1997-1998        3-35
Apartments                    KY        5,382      45,713      51,095     3,697     1997-1998        3-35
Apartments                    MO       21,612     148,129     169,741    12,810        1997          3-35
Apartments                    NV       62,243     404,087     466,330    11,417        1998          3-35
Apartments                    NC       11,842      78,377      90,219     9,811        1997          3-35
Projects under Development    AZ        6,390       2,581       8,971               1997-1998
Projects under Development    NV        7,438      13,911      21,349                  1998
Projects under Development    CO        6,053      16,393      22,446               1994-1998
Projects under Development    CA        9,380       1,360      10,740                  1998
Projects under Development    FL        8,501       9,564      18,065               1996-1998
Projects under Development    KY                    5,845       5,845               1997-1998
Projects under Development    TX       76,508      52,756     129,264               1995-1998
                                     --------- ---------- ----------- ---------
     Total                           $436,022  $2,019,436 $ 2,455,458 $ 167,560
                                     ========  ========== =========== =========

(a) The aggregate cost for federal  income tax purposes  at December 31,1998 was
$2.0 billion.

</TABLE>

<PAGE>    20

THE CHANGES IN TOTAL REAL ESTATE  ASSETS FOR THE YEARS ENDED  DECEMBER 31, 1998,
1997 AND 1996 ARE AS FOLLOWS:
<TABLE>
<CAPTION>

                                                                                   1998          1997          1996
                                                                                -----------  ------------  ------------
<S>                                                                             <C>          <C>           <C>   
Balance, beginning of period                                                    $1,382,049   $   646,545   $   607,598
Additions during period:                                                          
   Acquisition - Oasis                                                             997,049
   Acquisition - Paragon                                                                         618,292
   Acquisition - Other                                                             139,199        45,830         6,294
   Development                                                                     193,212        91,203        56,132
   Improvements                                                                     26,108        13,308         9,578
Deductions during period:
   Cost of real estate sold - Third Party Transaction                             (237,423)
   Cost of real estate sold - Other                                                (44,736)      (33,139)      (33,057)
                                                                                -----------  ------------  ------------
Balance, end of period                                                          $2,455,458   $ 1,382,049   $   646,545
                                                                                ===========  ============  ============
</TABLE>


THE CHANGES IN ACCUMULATED  DEPRECIATION  FOR THE YEARS ENDED DECEMBER 31, 1998,
1997 AND 1996 ARE AS FOLLOWS:

<TABLE>
<CAPTION>

                                                                                   1998          1997          1996
                                                                                -----------  ------------- ------------
<S>                                                                             <C>          <C>           <C>    
Balance, beginning of period                                                    $   94,665   $    56,369   $    36,800
   Depreciation                                                                     76,740        43,769        22,946
   Real Estate Sold                                                                 (3,845)       (5,473)       (3,377)
                                                                                -----------  ------------  ------------
Balance, end of period                                                          $  167,560   $    94,665   $    56,369
                                                                                ===========  ============  ============
</TABLE>


                                                           S-1


<PAGE>    21
                                                                    Exhibit 10.4

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


The Amended and Restated  Employment  Agreement (the  "Agreement") made this 7th
day of August 1998, by and between  Camden  Property  Trust, a Texas real estate
investment trust, (the "Company") and MR. RICHARD J. CAMPO (the "Executive").

                                   WITNESSETH:

WHEREAS  the Company is engaged  in the  business of multifamily  management and
development and

WHEREAS the Executive is experienced and knowledgeable in the field; and

WHEREAS Mr. Campo shall work as Chairman & Chief Executive Officer; and

WHEREAS  this  Agreement  shall  supersede  and  replace  all  prior  employment
agreements between the Company and the Executive,  including, but not limited to
the Employment Agreement dated July, 22, 1996 (the "Prior Agreement").

NOW THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties agree as follows:

1.   EMPLOYMENT  
     The Company employs Mr. Campo as Chairman and Chief Executive  Officer (the
     "Officer") to perform the duties normally associated with that office under
     the  control  and at the  direction  of the  Board of Trust  Managers  (the
     "Board") and other such duties as may,  from time to time,  be assigned and
     are consistent with the position.


2.   EMPLOYMENT TERM
     (a)  EMPLOYMENT  TERM 
          The term of employment  shall begin the 7th day of  August,1998,  (the
          "Commencement  Date").  This agreement will expire on July 22nd , 1999
          or after the expiration of any Renewal Period (the "Expiration Date").
          The term of employment shall annually be extended by one (1) year (the
          "Renewal Period") unless written notification is given by either party
          to the other at least six (6) months prior to the Expiration Date. The
          Commencement  Date  through  and  including  the  Expiration  Date  is
          hereinafter referred to as the "Employment Term."

     (b)  TERMINATION
          The Company agrees to employ the Executive for the period beginning on
          the Commencement Date and continuing through the earliest of:

                 (i)  death of the Executive; or

                 (ii) termination of the Executive by vote of a committee of the
                      Board for "Disability," as defined below; or

                 (iii)the  discharge of the  Executive by vote of the Board "For
                      Cause", as  defined  below, or  any other  termination For
                      Cause; or

<PAGE>    22    

                 (iv) the  discharge  of the  Executive by vote of the Board for
                      any reason other than For Cause;

                 (v)  retirement  of  the  Executive  under  the  terms  of  the
                      Company's  retirement  plan as instituted and amended from
                      time to time by the Board;

                 (vi) termination of the Agreement due to a "Change of Control,"
                      as defined below; or

                 (vii)the end of the Employment Term.

     (c)  DISABILITY
          The term Disability refers to the physical or mental incapacity of the
          Executive  that has  prevented  the  execution  of the  duties  of the
          office,  as outlined below, for three (3) consecutive  months or for a
          period of more than 180 business days in the aggregate in any 18 month
          period and that, in the determination of the Board after  consultation
          with a  medical  doctor  licensed  to  practice  in the State of Texas
          appointed by the Board and the  Executive,  may be expected to prevent
          the  Executive  for  any  period  of  time  thereafter  from  devoting
          substantial time and energies to the Duties of the office, as outlined
          below.  The  Executive  agrees to submit to  reasonable  requests  for
          medical examinations to determine whether a Disability exists.

          During the period of  incapacitation,  as provided  above,  the salary
          otherwise payable to the Executive may, at the absolute  discretion of
          the Board,  be reduced by the  amount of any  disability  benefits  or
          payment received by the Executive, excluding health insurance benefits
          or other reimbursement of medical expenses for the Executive.

     (d)  FOR CAUSE
          The term "For Cause" shall mean any one or more of the following:

                 (i)  material or  repeated  violation  by the  Executive of the
                      the   terms   of   this   Agreement  or  the  material  or
                      repeated  failure  to  perform  the  duties  of the office
                      to  include  material   substandard   performance  of  the
                      Executive  in   the  achievement  of  written  goals  and
                      objectives  set  by  the  Board  for  two (2)  consecutive
                      years, other  than  any  such failure  resulting  from the
                      Executive's Disability;

                 (ii) excessive absenteeism not related to illness; or

                 (iii)the  Executive's  conviction of or plea of nolo contendere
                      to a  felony  or  conviction  of  any  other  crime  which
                      incarcerates the Executive for a period of one (1) year or
                      longer; or

                 (iv) the Executive's commission of fraud, embezzlement,  theft,
                      or  other  felony  crimes,  in any  case,  whether  or not
                      involving the Company,  that, in the reasonable opinion of
                      the Board,  render the  Executive's  continued  employment
                      harmful to the Company.

                  (v) the voluntary  resignation  of the  Executive  without the
                      prior consent of the Board.

<PAGE>    23

     (e)  CHANGE OF CONTROL
          A "change of control"  shall be  determined  to have occurred when any
          one or more of the following events occur:

                 (i)  at any time during any twelve (12) month period, the Trust
                      Managers  in office at the  beginning of such period cease
                      to constitute a  majority  of the Company's Board of Trust
                      Managers, disregarding any vacancies occurring during such
                      period by reasons  of death or  disability but deeming any
                      individual whose election, or nomination for election,  to
                      fill such vacancy to have been in office at the  beginning
                      of such one (1) year prior;

                 (ii) there is a report filed on Schedule 13D or Schedule  14D-1
                      (or  any  successor  schedule,  form  or  report  or  item
                      therein),  each as promulgated  pursuant to the Securities
                      Securities Exchange Act of 1934, as amended (the "Exchange
                      Act"), disclosing that any person (as the term "person" is
                      used  in  Section  13(d)(3)  or  Section  14(d)(2)  of the
                      Exchange Act) has become the beneficial owner (as the term
                      "beneficial  owner" is  defined  under  Rule  13d-3 or any
                      successor  rule  or  regulation   promulgated   under  the
                      Exchange Act) of securities  representing  over 25% of the
                      combined  voting  power of the  securities  of the Company
                      entitled  to  vote  generally  in the  election  of  Trust
                      Managers  (the  "Voting  Shares")  of the Company or could
                      become  the  owner  of over  25% of the  Company's  Common
                      Shares of Beneficial  Interest  through the  conversion of
                      the Company's debt or equity securities;

                 (iii)the  Company  files a report or proxy  statement  with the
                      Securities  and  Exchange   Commission   pursuant  to  the
                      Exchange  Act  disclosing  in  response  to  Form  8-K  or
                      Schedule 14A (or any successor schedule, form or report or
                      item  therein) that a change in control of the Company has
                      occurred  or will  occur  in the  future  pursuant  to any
                      then-existing contract or transaction; or

                 (iv) a merger or  consolidation  occurs to which the Company is
                      party and the Company is not the surviving entity; or

                 (v)  the sale of at least fifty (50%)  percent of the Company's
                      assets to any  person or entity or in a series of  related
                      transactions.

     The  determination  as  to  which  party  to  a  merger,  consolidation  or
     reorganization is the "surviving entity" within the meaning of Section 2(e)
     shall  be  made  on  the  basis  of the  relative  equity  interest  of the
     shareholders  in the entity  existing  after the merger,  consolidation  or
     reorganization,  as follows:  if  following  any merger,  consolidation  or
     reorganization  the  holders of  outstanding  Voting  Shares of the Company
     immediately prior to the merger, consolidation or reorganization own equity
     securities  possessing  more  than 50% of the  voting  power of the  entity
     existing following the merger, consolidation or reorganization, the Company
     shall be the surviving entity. In all other cases, the Company shall not be
     the surviving  entity.  In making the  determination of ownership of equity
     securities by the shareholders of an entity  immediately  after the merger,
     consolidation  or  reorganization   pursuant  to  this  paragraph,   equity
     securities  which the  shareholders  owned  immediately  before the merger,
     consolidation  or  reorganization  as  shareholders of another party to the
     transaction shall be disregarded.  Further,  for purposes of this paragraph
     only,  outstanding  voting  securities  of an entity shall be calculated by
     assuming the conversion of all equity securities  convertible  (immediately
     or at some future time) into shares entitled to vote.

<PAGE>    24

     Notwithstanding the foregoing  provisions of Section 2(e), unless otherwise
     determined  in a  specific  case by  majority  vote of the  Board  of Trust
     Managers of the Company,  a "Change of Control"  will not be deemed to have
     occurred for purposes of Section 2(e) solely because (A) an entity in which
     the Company,  directly or indirectly,  beneficially owns 50% or more of the
     voting  securities (a  "Subsidiary"),  or (B) any employee share  ownership
     plan or any other  employee  benefit plan of the Company or any  Subsidiary
     either  files or becomes  obligated  to file a report or a proxy  statement
     under or in response to Schedule 13D, Schedule 14D-1, Form 8-K, or Schedule
     14A (or any successor schedule,  form, or report or item therein) under the
     Exchange  Act  disclosing  beneficial  ownership  by it of shares of Voting
     Shares,  whether  in excess of 25% or  otherwise,  or because  the  Company
     reports  that a change in control of the Company has occurred or will occur
     in the future by reason of such beneficial ownership.

3.   DUTIES
     The Executive will devote  substantially  all of his time,  skill,  energy,
     knowledge,  and best efforts during the Employment Term to such duties, and
     will,  faithfully  and  diligently  endeavor  to the  best of his  ability,
     further the best interests of the Company. The Executive may:

                 (i)  continue to serve as general partner in, or as an officer,
                      director,  or  shareholder  of  a  corporation  that  is a
                      general  partner  in, the limited  partnerships  listed in
                      Schedule A to the Prior Agreement; and

                 (ii) continue to  serve as a  director or shareholder, directly
                      or indirectly, in the corporations listed in Schedule A to
                      the Prior Agreement; and

                 (iii)serve  in the future as an officer, director, shareholder,
                      or limited  partner in  any business venture  which is not
                      prohibited by Section 9(c).

     At no time shall the Executive be requested to perform  duties that are not
     commensurate with the duties of a senior executive of the Company.

4.   LOCATION OF EMPLOYMENT
     The Executive  shall be located in or about Houston,  Texas.  The Executive
     shall travel to such geographical locations as may be appropriate from time
     to time to carry out the  duties of the  office as  outlined  in Section 3,
     Duties.

5.   COMPENSATION
     For all services  rendered by the  Executive  to the  Company,  the Company
     shall pay:

     (a)  BASE SALARY
          For services  rendered,  the Company shall pay the Executive an annual
          salary of $258,000,  "the base salary"  payable in arrears  monthly or
          semi-monthly  as the  Board may elect  from  time to time  during  the
          Employment  Term.  The Board  shall  conduct  an annual  review of the
          Executive's  Base Salary.  The Executive  shall be entitled to receive
          increases in the Base Salary,  if any,  that may be  determined by the
          Board at its sole  discretion.  Any increases to the Executive's  Base
          Salary  shall be effective  January 1 for each year of the  Employment
          Term.

          In no event shall the  Executive's  base salary be reduced,  except as
          provided for under Section 2(c), Disability.

<PAGE>    25

     (b)  ANNUAL INCENTIVE COMPENSATION
          In further  consideration  of the Executive's  service,  the Executive
          shall be  eligible  to receive  an annual  incentive  compensation  as
          determined by the Board.

     (c)  LONG-TERM INCENTIVE COMPENSATION
          In further  consideration  of the Executive's  service,  the Executive
          shall be  eligible to receive a long-term  incentive  compensation  as
          determined by the Board.

     (d)  TAXES
          All compensation  paid to the Executive shall be subject to applicable
          employment and withholding taxes.

          The Executive  shall be  responsible  for any taxes  resulting  from a
          determination  that  any  portion  of  any  benefits  supplied  to the
          Executive may be reimbursing personal as well as business expenses.

6.   EMPLOYEE BENEFITS
     (a)  BENEFITS
          The  Executive  shall  receive  group  health/dental  insurance,  life
          insurance,  disability insurance, and other similar benefits available
          to the  Company's  employees.  Benefits may be changed,  modified,  or
          revoked at the sole discretion of the Company.

          The Executive  shall not be deemed to have a vested interest in any of
          the Company plans or programs.

          The Executive shall receive benefits not generally provided to Company
          employees from time to time at the sole discretion of the Board.

     (b)  VACATION
          The  Executive is entitled to receive  twenty- (20) business days paid
          vacation  annually for each year of the Employment Term. Such vacation
          shall be taken at such times that are  consistent  with the reasonable
          business  needs of the Company.  All vacation  shall be subject to the
          policies and procedures of the Company.

     (c)  FRINGE BENEFITS
          The Executive shall receive fringe benefits as such benefits may exist
          from time to time at the sole discretion of the Board.

7.   BUSINESS EXPENSES
     The  Executive is authorized  to incur  reasonable,  ordinary and necessary
     business  expenses in the  performance of the duties  outlined above during
     the Employment Term in accordance  with policies  established by the Board.
     The  Executive  shall  account to the  Company for all such  expenses.  The
     Company  shall  reimburse  the  Executive or pay the expenses in accordance
     with the policies established by the Board.

8.   TERMINATION
     In the event of  termination,  the  Executive's  rights  and the  Company's
     obligations shall terminate except as herein provided.

     In all  events,  the  Company  shall be  obligated  to pay all  salary  and

<PAGE>    26

     benefits  accrued  to the  Executive  through  and  including  the  date of
     termination.  Additionally,  the Executive shall be entitled to receive the
     minimum  bonus for the contract year during which the  termination  occurs,
     prorated through and including the date of termination.

     (a)  TERMINATION FOR REASON OTHER THAN FOR CAUSE 
          Upon the occurrence of a change of control or if the  Employment  Term
          is terminated for reasons other than For Cause, the Executive shall be
          entitled  to receive a severance  payment  (the  "Severance  Benefit")
          equal to 2.99 times (I) Executive's annualized compensation that would
          be included in Executive's gross income in the year in which the first
          event  constituting  a change of control occurs or the taxable year in
          which the termination  occurs, as applicable,  or, if higher, (ii) the
          average annual  compensation  that was included in the gross income of
          the Executive  for the three (3) most recent  taxable years that ended
          before the date of  termination  or the date of the change of control,
          as applicable,  plus 2.99 times Executive's  targeted annual incentive
          compensation for the fiscal year in which the event first constituting
          a change of control occurs.

          Gross income includes, but is not limited to:

                  (i)  base salary;

                  (ii) annual bonus amounts;

                  (iii)deferred compensation amounts; and

                  (iv) the value,  in good faith,  of share options,  restricted
                       share grants and dividend  equivalent  rights  granted to
                       the  Executive  and any other  benefits  received  by the
                       Executive  from the  Company,  (assuming  for purposes of
                       such calculation that all grants have vested).

     For purposes of making the calculation in Section 8(a)(iv) above, the Board
     shall make such calculation and shall use the  Black-Scholes  pricing model
     for its calculation;  provided,  however, that if the Black-Scholes pricing
     model cannot be used to value the types of benefit being valued,  the Board
     shall  use any  other  reasonable  method  of  calculation  based  upon the
     recommendation of the Company's independent  compensation consultant (or if
     there is none, an independent compensation consultant retained by the Board
     for such purpose.)

     However, gross income shall not include untaxed fringe benefits.

     Following  the  occurrence  of  a  Change  of  Control  or  termination  of
     employment  for a reason other than For Cause,  the Company will pay to the
     Executive the Severance  Benefit in immediately  available funds, in United
     States Dollars,  within five business days after the first  occurrence of a
     Change of Control or termination,  as applicable.  In addition,  during the
     Severance  Period,  the  Company  will  arrange  to provide  the  Executive
     Employee  Benefits that are welfare benefits (but not share options,  share
     purchase,  share  appreciation,   dividend  equivalent  rights  or  similar
     compensatory  benefits)  substantially similar to those which the Executive
     was  receiving  or entitled to receive  immediately  prior to the Change of
     Control.  Such one year period will be considered  service with the Company
     for the purpose of determining service credits and benefits due and payable
     to the  Executive  under  the  Company's  retirement  income,  supplemental
     executive retirement,  and other benefit plans of the Company applicable to
     the Executive, the Executive's dependents, or the Executive's beneficiaries
     immediately  prior to the Change of Control.  If and to the extent that any
     benefit described in the immediately preceding sentence is not or cannot be
     paid or provided  under any policy,  plan,  program or  arrangement  of the
     Company,  then the  Company  will  itself pay or provide for the payment of
     such  Employee  Benefits  to  the  Executive,   and,  if  applicable,   the
     Executive's dependents and beneficiaries. Employee Benefits otherwise

<PAGE>    27

     receivable by the  Executive  pursuant to this Section 8 will be reduced to
     the  extent  comparable  welfare  benefits  are  actually  received  by the
     Executive from another employer during the Severance Period.

     There will be no right of set-off or  counterclaim in respect of any claim,
     debt of  obligation  against any  payment to or benefit  for the  Executive
     provided for in this Agreement, except as expressly provided herein.

     Notwithstanding  any other provision hereof, the parties' respective rights
     and  obligations  under this  Section 8 and under  Sections  11 and 16 will
     survive any termination or expiration of this Agreement  following a Change
     of Control or termination of employment, other than for cause.

     Executive  will not be  required  to  mitigate  the  amount of any  payment
     provided for in this Agreement by seeking other employment.

     "Employee Benefits" means the perquisites,  benefits and service credit for
     benefits  as  provided  under any and all  employee  retirement  income and
     welfare  benefit  policies,  plans,  programs or  arrangements in which the
     Executive is entitled to participate,  including,  without limitation,  any
     share option,  share  purchase,  share  appreciation,  dividend  equivalent
     rights,  savings,  pension,  supplemental  executive  retirement  or  other
     retirement  income or welfare  benefit,  deferred  compensation,  incentive
     compensation,  group  or other  life,  health,  medical/hospital,  or other
     insurance  (whether  funded  by actual  insurance  or  self-insured  by the
     Company), disability, salary continuation, expense reimbursement, and other
     employee benefit  policies,  plans,  programs or arrangements  that may now
     exist or any equivalent successor policies, plans, programs or arrangements
     that  may be  adopted  hereafter  by the  Company,  providing  perquisites,
     benefits and service credit for benefits at least as great in the aggregate
     as are payable thereunder prior to a Change of Control.

     "Severance  Period"  means the period of time  commencing on the date of an
     occurrence of each change of control and  continuing  until the earliest of
     (i)  the  expiration  of  one  year  after  each  occurrence  of  an  event
     constituting a change of control,  (ii) the Executive's death, or (iii) the
     Executive's attainment of age 65.

     (b)  TERMINATION BY REASON OF DEATH
          If the Employment Term is terminated by reason of Death, the Executive
          shall  be  entitled  to  receive  a  severance  payment  equal  to the
          Severance  Benefit.  Vesting of benefits shall be treated as described
          in Section 24 of this Agreement.

     (c)  TERMINATION BY REASON OF DISABILITY
          If the  Employment  Term is  terminated by reason of  Disability,  the
          Executive  shall be entitled to receive a severance  payment  equal to
          the  Severance  Benefit.  Vesting  of  benefits  shall be  treated  as
          described in Section 24 of this Agreement.

          The Executive shall receive, so long as the Disability  continues,  to
          remain eligible for all benefits provided under any long-term

<PAGE>    28

          disability  program(s)  of the  Company  in effect at the time of such
          termination,   subject  to  the  terms  and  conditions  of  any  such
          program(s),  as may be amended,  changed,  modified, or terminated for
          all employees of the Company.

     (d)  ADDITIONAL PAYMENTS

          (i)  Notwithstanding anything in this  Agreement to the  contrary,  in
          the event it is determined (as hereafter provided) that any payment or
          distribution  by the Company  to or for the  benefit of the Executive,
          whether paid or payable or  distributed or  distributable  pursuant to
          the terms of this Agreement or otherwise pursuant  to  or by reason of
          any other agreement, policy, plan,  program  or arrangement, including
          without  limitation  any  share   option,  share  appreciation  right,
          dividend equivalent  right,  restricted  shares of  similar right, the
          lapse or termination of any restriction  on or the vesting or exercise
          ability of any of the  foregoing (any such payment or  distribution, a
          "Payment"), would be subject to the excise tax imposed by Section 4999
          of the Internal Revenue  code of 1986, as amended (the "Code") (or any
          successor provision thereto),by reason of being considered "contingent
          on a  change in  ownership or  control" of  the  Company,  within  the
          meaning of  Section 280G  of  the  Code (or  any  successor  provision
          thereto) or to  any similar tax imposed  by state or local law, or any
          interest  or  penalties  with  respect to such tax (such tax or taxes,
          together  with  any  such  interest  and  penalties,  being  hereafter
          collectively referred to as the "Excise Tax"), then the Executive will
          be entitled to receive an additional payment or payments(collectively,
          a  "Gross-Up Payment");  PROVIDED,  HOWEVER,  that no Gross-up Payment
          will be made with respect  to the Excise Tax, if any,  attributable to
          (A) any incentive share option ("ISO")  granted prior to the execution
          of this  Agreement or (B) any  share  appreciation  or similar  right,
          whether or not  limited,  granted in  tandem with any ISO described in
          clause (A) of this sentence. The Gross-Up Payment will be in an amount
          such that,  after payment by the Executive of all taxes (including any
          interest or penalties imposed  with respect to such taxes),  including
          any Excise Tax imposed upon the Gross-Up  Payment,  the Executive will
          have received  an amount of  the Gross-Up Payment  equal to the Excise
          Tax imposed upon the Payment.

          (ii) Subject to the provisions of Section 8(d)(vi), all determinations
          required to be  made under this  Section  8(e),  including  whether an
          Excise Tax is payable by the Executive  and the  amount of such Excise
          Tax  and  whether a  Gross-Up  Payment is  required to be  paid by the
          Company to the Executive  and the amount of such Gross-Up Payment,  if
          any, will  be made  by a nationally  recognized accounting  firm  (the
          "Accounting Firm") selected  by the Executive in the  Executive's sole
          discretion. The  Executive will direct  the Accounting  Firm to submit
          its  determination  and detailed  supporting  calculations to both the
          Company  and   the  Executive  within   30  calendar  days  after  the
          Executive's termination date, and any such other time or times as  may
          be requested by the Company of the Executive.  If the  Accounting Firm
          determines  that  any  Excise  Tax is  payable by the  Executive,  the
          Company will pay the required Gross-Up Payment to the Executive within
          five  business   days   after  receipt   of  such   determination  and
          calculations  with  respect  to any  Payment to the Executive.  If the
          Accounting  firm determines  that no  Excise  Tax is  payable  by  the
          Executive,  it will, at the same time as it makes such  determination,
          furnish the Company  and the  Executive an opinion that the  Executive
          has  substantial  authority  not  to  report  any  Excise  Tax  on the
          Executive's  federal, state or local income or other tax return.  As a
          result of the  uncertainty in  the application of  Section 4999 of the
          Code (or any  successor  provision  thereto) and  the  possibility  of
          similar uncertainty regarding applicable state or local tax law at the
          time  of any  determination by  the Accounting  Firm hereunder,  it is
          possible that Gross-Up  Payments which  will not have been made by the
          Company should have been made (an "Underpayment"), consistent with the
          calculations  required to  be made  hereunder.  In the event  that the
          Company  exhausts  or fails to pursue its remedies pursuant to Section
          8(d)(vi) and the Executive

<PAGE>    29

          thereafter  is  required  to  make  a  payment  of any Excise Tax, the
          Executive will  direct the Accounting Firm  to determine the amount of
          the Underpayment that has occurred and to submit its determination and
          detailed supporting calculations to both the Company and the Executive
          as promptly as possible. Any such  Underpayment  will be promptly paid
          by the Company to, or for the benefit  of, the  Executive  within five
          business days after receipt of such determination and calculations.

          (iii)The Company and  the Executive  will each  provide the Accounting
          Firm access to and copies of any  books,  records and documents in the
          possession of  the  Company  or  the  Executive,  as  the case may be,
          reasonably  requested by the Accounting  Firm, and otherwise cooperate
          with the  Accounting Firm in  connection  with the  preparation of and
          issuance  of  the  determinations  and  calculations  contemplated  by
          Section 8(d)(ii).  Any  determination by the Accounting Firm as to the
          amount of the  Gross-Up  Payment will  be binding upon the Company and
          the Executive.

          (iv) The  federal, state, and local  income or other tax returns filed
          by the Executive will by prepared and filed on a consistent basis with
          the determination  of the Accounting  Firm with respect  to the Excise
          Tax payable by the  Executive.  The Executive will make proper payment
          of the amount of any Excise Payment and,at the request of the Company,
          provide to the Company  true and correct copies (with any  amendments)
          of the Executive's federal  tax  return  as  filed  with  the Internal
          Revenue  Service  and  corresponding state and  local tax returns,  if
          relevant,  as  filed with the  applicable taxing  authority,  and such
          other documents reasonably requested by the  Company,  evidencing such
          payment.  If prior to the filing of the Executive's federal income tax
          return, or corresponding  state or local  tax return, if relevant, the
          Accounting Firm  determines that  the amount  of the  Gross-Up Payment
          should be reduced, the Executive will within five business days pay to
          the Company the amount of such reduction.

          (v) The fees and expenses  of the Accounting Firm  for its services in
          connection  with  the  determinations  and  calculations  contemplated
          herein will  be borne by the  Company.  If such fees  and expenses are
          initially  paid  by  the  Executive,  the  Company will  reimburse the
          Executive  the  full  amount  of  such  fees and expenses  within five
          business days after receipt from the Executive of a statement therefor
          and reasonable evidence of the Executive's payment thereof.

          (vi) The Executive  will notify the Company in writing of any claim by
          the Internal  Revenue Service or any  other taxing  authority that, if
          successful, would  require  the  payment by the Company of a  Gross-Up
          Payment.  Such notification  will be given as promptly  as practicable
          but no  later  than 10  business days  after  the  Executive  actually
          receives notice of such claim and the  Executive  will further apprise
          the Company of  the nature of such claim  and the date  on which  such
          claim is  requested to be paid (in  each case, to the  extent known by
          the Executive).  The  Executive  will not pay such  claim prior to the
          earlier of (i) the expiration if the  30-calendar day period following
          the date on which the Executive  gives such notice to the Company  and
          (ii) the date that any  payment of amount with  respect  to such claim
          is due. If the Company  notifies the Executive in writing prior to the
          expiration of such  period that it desires  to contest such claim, the
          Executive will:

          a)   provide the Company with any written records or  documents in the
               Executive's   possession   relating   to  such  claim  reasonably
               requested by the Company;

<PAGE>    30

          b)  take such action in connection  with  contesting such claim as the
              Company  may  reasonably  request  in  writing  from time to time,
              including without limitation  accepting legal  representation with
              respect  to such  claim by  attorney  competent  in respect of the
              subject matter and reasonably selected by the Company;

          c)  cooperate  with the Company in good faith in order  effectively to
              contest such claim; and

          d)  permit the Company to participate  in  any proceedings relating to
              such claims;

     provided,  however,  that the Company  will bear and pay directly all costs
     and expenses (including interest and penalties) incurred in connection with
     such contest and will  indemnify  and hold  harmless the  Executive,  on an
     after-tax  basis,  for and against any Excise Tax or income tax,  including
     interest and penalties  with respect  thereto,  imposed as a result of such
     representation  and payment of costs and  expenses.  Without  limiting  the
     foregoing  provisions  of this Section  8(d),  the Company will control all
     proceedings taken in connection with the contest of any claim  contemplated
     by this Section 8(d)(vi) and, at its sole option,  may pursue or forego any
     and all administrative appeals, proceedings,  hearings and conferences with
     the taxing authority in respect of such claim (provided,  however, that the
     Executive may participate  therein at the Executive's own cost and expense)
     and may, at its option,  either direct the Executive to pay the tax claimed
     and sue for a refund or contest the claim in any  permissible  manner,  and
     the Executive  will prosecute  such contest to a  determination  before any
     administrative tribunal, in a court of initial jurisdiction,  and in one or
     more appellate  courts,  as the Company may determine;  provided,  however,
     that is the Company  directs the  Executive  to pay the tax claimed and sue
     for a refund,  the Company  will  advance the amount of such payment to the
     Executive  on an  interest-free  basis  and  will  indemnify  and  hold the
     Executive harmless, on an after-tax basis, from any Excise Tax or income or
     other tax,  including  interest or penalties with respect thereto,  imposed
     with respect to such  advance;  and  provided  further,  however,  that any
     extension  of the statute of  limitations  relating to payment of taxes for
     the  taxable  year of the  Executive  with  respect to which the  contested
     amount if claimed to be due is limited solely to such contested amount. The
     Company's  control  of any such  contested  claim will be limited to issues
     with respect to which a Gross-Up Payment would be payable hereunder and the
     Executive  will be entitled  to settle or contest,  as the case may be, any
     other issue  raised by the  Internal  Revenue  Service or any other  taxing
     authority.

     (vii)If,  after the receipt by the  Executive of an amount  advanced by the
     Company  pursuant to Section  8(d)(vi),  the Executive  receives any refund
     with respect to such claim,  the  Executive  will (subject to the Company's
     complying with the  requirements of Section 8(e)(vi) pay to the Company the
     amount of such refund  (together with any interest paid or credited thereon
     after (vii) If, after the receipt by the Executive of an amount advanced by
     the Company  pursuant to any taxes  applicable  thereto) within 30 calendar
     days after such  receipt  and the  Company's  satisfaction  of all  accrued
     obligations under this Agreement. If, after the receipt by the Executive of
     any  amount  advanced  by the  Company  pursuant  to  Section  8(d)(vi),  a
     determination is made that the Executive will not be entitled to any refund
     with respect to such claim and the Company does not notify the Executive in
     writing of its intent to contest such determination prior to the expiration
     of 30 calendar  days after such  determination,  then such  advance will be
     forgiven  and will not be  required to be repaid and the amount of any such
     advance will offset, to the extent thereof,  the amount of Gross-Up Payment
     required  to be paid  by the  Company  to the  Executive  pursuant  to this
     Section 8.

<PAGE>    31

9.   CONFIDENTIALITY AND NON-COMPETITION
     All information (the "Confidential  Information")includes  all confidential
     information of the Company and/or its subsidiaries,  including  information
     entrusted to the Company and/or any of its  subsidiaries  by third parties,
     not otherwise  publicly  disclosed or available,  other than as a result of
     wrongful disclosure by the Executive, which, during the Employment Term:

                  (i)   is disclosed by any of them to the Executive; or

                  (ii)  the Executive had access or otherwise had reason to 
                        know; or

                  (iii) was developed or discovered by the Executive.

     Confidential  Information  includes,  but is not limited to, whether or not
     legended or otherwise identified as "confidential":

                  (i)   property  lists,   prospective   properties  lists,  and
                        details of agreement with sellers; and

                  (ii)  acquisition, expansion,  marketing, financial, and other
                        business information and plans; and

                  (iii) research and development and data related thereto; and

                  (iv)  other compilations of data; and

                  (v)   computer programs and/or records; and

                  (vi)  sources of supply; and

                  (vii) confidential information  developed  by  consultants and
                        contractors; and

                  (viii)purchasing, operating, and other costs data; and

                  (ix)  employee information; and

                  (x)   manuals,  memoranda,    projections,   minutes,   plans,
                        drawings, designs, formula books and specifications.

     (a)  RESTRICTION ON USE AND DISCLOSURE 
          The  Executive  acknowledges  that  the  Confidential  Information  is
          valuable and proprietary to the Company or to third parties which have
          entrusted the Company and/or its subsidiaries, and, except as required
          by the  Executive's  Duties,  the  Executive  shall not use,  publish,
          disseminate,   or  otherwise  disclose  any  Confidential  information
          without prior written consent of the Company.

     (b)  RETURN OF DOCUMENTS
          Upon  termination of the Executive's  employment,  the Executive shall
          forthwith  deliver  to  the  Company  all  plans,  designs,  drawings,
          specifications,  listings,  manuals,  records,  notebooks, and similar
          repositories of or containing Confidential Information,  including all
          copies, then in the Executive's possession or control, whether

<PAGE>    32

          prepared  by the  Executive  or  others.  Upon  such  termination  the
          Executive shall retain no copies of any such documents.

     (c)  RESTRICTION ON COMPETITIVE EMPLOYMENT 
          The term Business shall mean:

                  (i)  the  business  of  the  Company  and  its subsidiaries as
                       described in the Company's  most recent Form 10-K; and

                  (ii) any other  business  in which the  Company  or any of its
                       subsidiaries is engaged during the Executive's Employment
                       Term.

     The term Territories shall refer to those  metropolitan  areas in which the
     Company owns properties or otherwise is engaged in the Business,  including
     any areas  where the  Company  has  specific  plans to  acquire  or develop
     properties  within  the  following  six (6)  months  following  the date of
     termination  or change of control,  as  applicable,  and all outlying areas
     located within a thirty (30) mile radius of each such metropolitan area.

     Except as noted in Section 3, Duties,  during the  Employment  Term and the
     twelve months (12) months  following the termination of this Agreement (the
     "Non-Competition Period"), absent the Company's prior written approval, the
     Executive shall not, as owner, part-owner,  shareholder, partner, director,
     principal,   agent,  employee,   consultant,   or  otherwise,   within  the
     Territories,  directly or indirectly  engage or  participate  in activities
     relating  to, or  render  services  to or  invest  in any firm or  business
     engaged or about to become  engaged  in, the  Business,  provided  that the
     Executive may:

                  (i)  engage in the activities as noted in Section 3, Duties;

                  (ii) make passive  investments in an enterprise engaged in the
                       the  Business  the  shares  of  ownership  of  which  are
                       publicly traded if the Executive's investment constitutes
                       constitutes  less  than 2% of the  total  equity  of such
                       enterprise.

     (d)  INDUCEMENT / ENTICEMENT
          During  the  Employment  Term  and  the  Non-Competition  Period,  the
          Executive shall not, directly or indirectly:

                  (i)  induce, or attempt to induce,  any employees or agents or
                       consultants of or to the Company or any subsidiary of the
                       Company  to do  anything  from  which  the  Executive  is
                       restricted  by  reason  of  Section  9(a)  through  9(c),
                       inclusive; or

                  (ii) offer or aid others to offer  employment to anyone who is
                       an employee,  agent or consultant of or to the Company or
                       an subsidiary  of the Company at the time of  termination
                       of the Executive.

     (e)  REDUCTION OF NON-COMPETITION PERIOD
          If this  Agreement  shall be  terminated  by the  Company  pursuant to
          Section  2(b)(iv),  Termination  for reason other than For Cause,  the
          provisions  of  Sections  9(c) and 9(d) shall  terminate  on the first
          business day following the termination of the Executive.

          Unless  otherwise  provided,  the  provisions of Sections 9(a) through
          9(d),  inclusive,  shall survive the termination of this Agreement for
          the duration of the Non-Competition Period.

<PAGE>    33

10.  REMEDIES FOR THE COMPANY
     The Executive  acknowledges  that remedy at law for any breach or attempted
     breach of the Executive's  obligations under Section 9, Confidentiality and
     Non-Competition, may be inadequate, agrees that the Company may be entitled
     to specific performance and injunctive and other equitable remedies in case
     of any such breach or  attempted  breach,  and further  agrees to waive any
     requirement  for the securing or posting of any bond in connection with the
     obtaining of any such injunctive or other equitable relief.

     The  termination  of the  Employment  Term  pursuant to Section  2(a)(iii),
     Discharge  For Cause,  shall not be deemed to be a waiver by the Company of
     any breach by the Executive of this Agreement or any other  obligation owed
     the Company, and,  notwithstanding such a termination,  the Executive shall
     be liable for all damages attributable to such a breach.

11.  REMEDIES FOR THE EXECUTIVE
     In the event the  Executive is  terminated  For Cause and it is  ultimately
     determined the Company lacked "cause", the:

                  (i)  Executive's termination shall be treated as a Termination
                       for  reason  other  than For  Cause,  as it  pertains  to
                       Section 8(a); and

                  (ii) Executive  shall  reserve  the right to seek  remedy  for
                       breach of the Agreement by the Company including, but not
                       limited  to,  any other such  damages as may be  suffered
                       and/or incurred by the Executive,  the Executive's  costs
                       incurred  during the dispute,  and reasonable  attorney's
                       fees in connection with such dispute; and

                  (iii)Executive  shall  receive all  Severance  Benefits  under
                       Section  8(a),  Termination  for  reason  other  than For
                       Cause,  with  interest  of 8%  annually  on all  payments
                       considered  past due from the date at which such  payment
                       payment would have been made.

12.  NO WAIVER
     No Waiver or  non-action  by either party with respect to any breach by the
     other party of any provision of this Agreement,nor the waiver or non-action
     with respect to the provisions of similar agreement with other employees or
     the  breach  thereof,  shall be deemed or  construed  to be a waiver of any
     succeeding breach of such provision,or as a waiver of the provision itself.

13.  INVALID PROVISIONS
     Should  any  portion  of  this  Agreement  be  adjusted  or  held  invalid,
     unenforceable   or  void,  such  holding  shall  not  have  the  effect  of
     invalidating  or voiding the  remainder of this  Agreement  and the parties
     hereby agree that the portion so held invalid, unenforceable,or void shall,
     if possible, be deemed amended or reduced in scope,or otherwise be stricken
     from this Agreement to the extent required for the purposes of validity and
     enforcement thereof.

14.  SUCCESSOR AND ASSIGNS
     Neither the  Executive  nor the Company may assign its rights,  duties,  or
     obligations hereunder without consent of the other.

15.  SURVIVAL OF THE EXECUTIVE'S OBLIGATIONS
     Except  with  respect  to  any  termination  under  Section  2(b)(iv),  the
     Executive's obligations under Sections 9 and 10 shall survive regardless of
     whether or not the  Executive's  employment is  terminated,  voluntarily or
     involuntarily, by the employer or the Executive, with or without cause.

<PAGE>    34

16.  SURVIVAL OF THE COMPANY'S OBLIGATIONS
     The Company's  obligations under Sections 8 and 11 shall survive regardless
     of whether or not the Executive's employment is terminated,  voluntarily or
     involuntarily, by the employer or the Executive, with or without cause.

17.  PRIOR AGREEMENTS
     This Agreement  incorporates the entire agreement between both parties with
     respect to the subject matter hereof and  supersedes all prior  agreements,
     documents, or other instruments with respect to the matters covered herein.

18.  GOVERNING LAW
     This Agreement shall be governed by, and interpreted in accordance with the
     provisions  of,  the  law of the  State  of  Texas,  without  reference  to
     provisions that refer a matter to the law of any other  jurisdiction.  Each
     party  hereto  hereby  irrevocably  submits  itself  to  the  non-exclusive
     personal jurisdiction of the Federal and State courts sitting in Texas.

19.  NO ORAL MODIFICATIONS
     This  Agreement  may not be changed or  terminated  orally,  and no change,
     termination, or waiver of this Agreement or of any of the provisions herein
     contained  shall be  binding  unless  made in  writing  and  signed by both
     parties,  and, in the case of the Company,  by a person  designated  by the
     Board.

     Without limiting the foregoing,  any change or changes,  from time to time,
     in the Executive's  salary or duties or both shall not be, nor be deemed to
     be, a change,  termination,  or waiver of this  Agreement  or of any of the
     provisions herein contained.

20.  NOTICES
     All notices and other communications  required or permitted hereunder shall
     be made in  writing,  and  shall be  deemed  properly  given  if  delivered
     personally,  mailed by certified  mail,  postage prepaid and return receipt
     requested, sent by facsimile, or sent by Express Mail or Federal Express or
     other nationally recognized express delivery service, as follows:

                               If to the Company or the Board:

                               Camden Property Trust
                               Three Greenway Plaza, Suite 1300
                               Houston, TX 77046
                               Attention:  Board of Trust Managers

                               If to the Executive:

                               Richard J. Campo
                               Three Greenway Plaza, Suite 1300
                               Houston, TX 77046


     Notice given by hand, Express Mail, Federal Express,  or other such express
     delivery  service shall be effective upon actual  receipt.  Notice given by
     facsimile  transmission  shall be effective upon actual receipt of received
     during the  recipient's  normal  business hours, or at the beginning of the
     recipient's next business day after receipt if not received during the

<PAGE>    35

     recipient's   normal  business   hours.   All  notices  sent  by  facsimile
     transmission  shall be confirmed  promptly after transmission in writing by
     certified mail or personal delivery.

     Any party may change any  address to which  notice  shall be given to it by
     giving notice as provided above of such change in address.

21.  EXECUTIVE'S REPRESENTATION AND WARRANTIES
     The Executive  represents  and warrants that he is legally free to make and
     perform this  Agreement,  that he has no  obligation to any other person or
     entity that would affect or conflict with any of his obligations hereunder,
     and that the complete  performance  of his  obligations  hereunder will not
     violate  any law,  regulation,  order,  or  decree of any  governmental  or
     jurisdictional body or contract by which he is bound.

22.  EXPENSES; SECURITY
     It is the intent of the Company that the Executive not be required to incur
     legal fees and the related  expenses  associated  with the  interpretation,
     enforcement or defense of the  Executive's  rights to  compensation  upon a
     Change of Control by litigation  or otherwise  because the cost and expense
     thereof  would  substantially  detract  from the  benefits  intended  to be
     extended to the Executive  hereunder.  Accordingly,  if it should appear to
     the  Executive  that the  Company  has  failed  to  comply  with any of its
     obligations  under this  Agreement  or in the event that the Company or any
     other person takes or threatens to take any action to declare the agreement
     to  pay   Executive   compensation   upon  a  change  of  control  void  or
     unenforceable,  or institutes  any litigation or other action or proceeding
     designed to deny, r to recover from, the Executive the benefits provided or
     intended to be provided to the Executive hereunder, the Company irrevocably
     authorizes  the  Executive  from  time  to time to  retain  counsel  of the
     Executive's choice, at the expense of the Company as hereinafter  provided,
     to  advise  and  represent  the  Executive  in  connection  with  any  such
     interpretation,  enforcement or defense,  including without  limitation the
     initiation or defense of any  litigation or other legal action,  whether by
     or against the Company or any Trust Manager, officer, shareholder, or other
     person affiliated with the Company,  in any  jurisdiction.  Notwithstanding
     any existing or prior attorney-client  relationship between the Company and
     such counsel,  the Company irrevocably consents to the Executive's entering
     into  an  attorney-client  relationship  with  such  counsel,  and in  that
     connection  the  Company  and  the  Executive  agree  that  a  confidential
     relationship  will exist between the  Executive  and such counsel.  Without
     regard  to  whether  the  Executive  prevails,  in  whole  or in  part,  in
     connection  with any of the  foregoing,  the Company will pay and be solely
     financially  responsible  for any and all  attorneys'  and related fees and
     expenses incurred by the Executive in connection with any of the foregoing.

23.  ENTIRE AGREEMENT
     The parties  expressly  agree that this  Agreement is contractual in nature
     and not a mere recital,  and that it contains all the terms and  conditions
     of the agreement  between the parties with respect to the matters set forth
     herein. All prior negotiations,  agreements,  arrangements,  understandings
     and statements between the parties relating to the matters set forth herein
     that have occurred at any time or  contemporaneously  with the execution of
     this  Agreement  (including,  but not limited to, the Prior  Agreement) are
     superseded  and  merger  into this  completely  integrated  Agreement.  The
     Recitals set forth above shall be deemed to be part of this Agreement.

24.  VESTING OF BENEFITS
     Notwithstanding  anything in this Agreement, the Company's employee benefit

<PAGE>    36

     plans, any agreement entered into under such plans,or under any retirement,
     pension,  profit  sharing or other similar plan,  upon the  occurrence of a
     change of control, as defined in Section 2(e), or termination for reason of
     death or disability or If Executive is terminated  other than For Cause all
     deferred or unvested  portions of any award made to Executive  under any of
     the foregoing plans and agreements shall  automatically  becomefully vested
     in  Executive  and shall be in  effect  and  redeemable  by or  payable  to
     Executive,  or Executive's  designated  beneficiary or estate,  on the same
     conditions  (other than  vesting)  as would have  applied had the change of
     control,   or  termination  for  reason  of  death  or  disability  or  the
     termination other than For Cause, as applicable,  not occurred,  including,
     but not limited to, the right to exercise any share options for a period of
     10 years from the date of grant.  All unvested awards under the plans shall
     immediately  vest upon the change of control,  or termination for reason of
     death or disability or if Executive is terminated  other than For Cause and
     the Executive or  Executive's  designated  beneficiary or estate shall have
     the right to exercise any vested  awards  during the balance of the awards'
     term.

EXECUTED as of the date first written above.


                              CAMDEN PROPERTY TRUST


                              By:               /s/D. Keith Oden
                                       ------------------------------------

                              Name:               D. Keith Oden
                                       ------------------------------------

                              Title:                President
                                       ------------------------------------





                              EXECUTIVE

                                        /s/Richard J. Campo
                              ------------------------------------
                              Richard J. Campo




<PAGE>    37
                                                                    Exhibit 10.5


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


The Amended and Restated  Employment  Agreement (the  "Agreement") made this 7th
day of August 1998, by and between  Camden  Property  Trust, a Texas real estate
investment trust, (the "Company") and MR. D. KEITH ODEN (the "Executive").

                                   WITNESSETH:

WHEREAS the Company is engaged in the business of multifamily management and 
development and

WHEREAS the Executive is experienced and knowledgeable in the field; and

WHEREAS Mr. Oden shall work as President & Chief Operating Officer; and

WHEREAS  this  Agreement  shall  supersede  and  replace  all  prior  employment
agreements between the Company and the Executive,  including, but not limited to
the Employment Agreement dated July, 22, 1996 (the "Prior Agreement").

NOW THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties agree as follows:

1.   EMPLOYMENT 
     The Company  employs Mr. Oden as President & Chief  Operating  Officer (the
     "Officer") to perform the duties normally associated with that office under
     the  control  and at the  direction  of the  Board of Trust  Managers  (the
     "Board") and other such duties as may,  from time to time,  be assigned and
     are consistent with the position.

2.   EMPLOYMENT TERM

     (a)  EMPLOYMENT TERM 
          The term of employment  shall begin the 7th day of  August,1998,  (the
          "Commencement  Date").  This agreement will expire on July 22nd , 1999
          or after the expiration of any Renewal Period (the "Expiration Date").
          The term of employment shall annually be extended by one (1) year (the
          "Renewal Period") unless written notification is given by either party
          to the other at least six (6) months prior to the Expiration Date. The
          Commencement  Date  through  and  including  the  Expiration  Date  is
          hereinafter referred to as the "Employment Term."

     (b)  TERMINATION  
          The Company agrees to employ the Executive for the period beginning on
          the Commencement Date and continuing through the earliest of:

                      (i)  death of the Executive; or

                      (ii) termination  of the  Executive by vote of a committee
                           of the Board for "Disability," as defined below; or

                      (iii)the  discharge of the  Executive by vote of the Board
                           "For   Cause,"  as  defined   below,   or  any  other
                           termination For Cause; or

<PAGE>    38

                      (iv)  the discharge of the  Executive by vote of the Board
                            for any reason other than For Cause;

                      (v)   retirement of the  Executive  under the terms of the
                            Company's retirement  plan as instituted and amended
                            from time to time by the Board;

                      (vi)  termination of the  Agreement  due to a  "Change  of
                            Control," as defined below; or

                      (vii) the end of the Employment Term.

     (c)  DISABILITY 

          The term Disability refers to the physical or mental incapacity of the
          Executive  that has  prevented  the  execution  of the  duties  of the
          office,  as outlined below, for three (3) consecutive  months or for a
          period of more than 180 business days in the aggregate in any 18 month
          period and that, in the determination of the Board after  consultation
          with a  medical  doctor  licensed  to  practice  in the State of Texas
          appointed by the Board and the  Executive,  may be expected to prevent
          the  Executive  for  any  period  of  time  thereafter  from  devoting
          substantial time and energies to the Duties of the office, as outlined
          below.  The  Executive  agrees to submit to  reasonable  requests  for
          medical examinations to determine whether a Disability exists.  

          During the period of  incapacitation,  as  provided  above, the salary
          otherwise payable to the Executive may, at  the absolute discretion of
          the Board, be  reduced  by the amount  of any  disability  benefits or
          payment received by the Executive, excluding health insurance benefits
          or other reimbursement of medical expenses for the Executive.

     (d)  FOR CAUSE 
          The term "For Cause" shall mean any one or more of the following:

                      (i)  material or repeated  violation  by the  Executive of
                           the  terms  of  this  Agreement  or the  material  or
                           repeated  failure to perform the duties of the office
                           to include  material  substandard  performance of the
                           Executive  in the  achievement  of written  goals and
                           objectives  set by the Board for two (2)  consecutive
                           years, other than any such failure resulting from the
                           Executive's Disability;

                      (ii) excessive absenteeism not related to illness; or

                      (iii)the  Executive's   conviction  of  or  plea  of  nolo
                           contendere  to a felony  or  conviction  of any other
                           crime which  incarcerates  the Executive for a period
                           of one (1) year or longer; or

                      (iv) the  Executive's  commission of fraud,  embezzlement,
                           theft, or other felony crimes,  in any case,  whether
                           or not involving the Company, that, in the reasonable
                           opinion   of  the  Board,   render  the   Executive's
                           continued employment harmful to the Company.

                      (v)  the voluntary  resignation  of the Executive  without
                           the prior consent of the Board.

<PAGE>    39

     (e)  CHANGE OF CONTROL
          A "change of control"  shall be  determined  to have occurred when any
          one or more of the following events occur:

                      (i)  at any time during any twelve (12) month period,  the
                           Trust  Managers  in office at the  beginning  of such
                           period   cease  to   constitute  a  majority  of  the
                           Company's Board of Trust Managers,  disregarding  any
                           vacancies  occurring during such period by reasons of
                           death or disability but deeming any individual  whose
                           election,  or nomination  for election,  to fill such
                           vacancy  to have been in office at the  beginning  of
                           such one (1) year prior;

                      (ii) there is a report  filed on Schedule  13D or Schedule
                           14D-1 (or any successor  schedule,  form or report or
                           item therein),  each as  promulgated  pursuant to the
                           Securities  Exchange  Act of 1934,  as  amended  (the
                           "Exchange  Act"),  disclosing that any person (as the
                           term "person" is used in Section  13(d)(3) or Section
                           14 (d)  (2) of  the  Exchange  Act)  has  become  the
                           beneficial owner (as the term  "beneficial  owner" is
                           defined  under  Rule 13d-3 or any  successor  rule or
                           regulation  promulgated  under the  Exchange  Act) of
                           securities  representing  over  25% of  the  combined
                           voting  power  of  the   securities  of  the  Company
                           entitled to vote  generally  in the election of Trust
                           Managers  (the  "Voting  Shares")  of the  Company or
                           could  become the owner of over 25% of the  Company's
                           Common  Shares of  Beneficial  Interest  through  the
                           conversion   of  the   Company's   debt   or   equity
                           securities;

                      (iii)the Company  files a report or proxy  statement  with
                           the  Securities and Exchange  Commission  pursuant to
                           the Exchange Act  disclosing  in response to Form 8-K
                           or Schedule 14A (or any successor  schedule,  form or
                           report or item  therein)  that a change in control of
                           the Company has  occurred or will occur in the future
                           pursuant   to   any    then-existing    contract   or
                           transaction; or

                      (iv) a merger or consolidation occurs to which the Company
                           is party and the Company is not the surviving entity;
                           or

                      (v)  the  sale of at  least  fifty  (50%)  percent  of the
                           Company's  assets  to any  person  or  entity or in a
                           series of related transactions.

          The  determination  as to which  party to a merger,  consolidation  or
          reorganization is the "surviving entity" within the meaning of Section
          2(e) shall be made on the basis of the relative equity interest of the
          shareholders in the entity existing after the merger, consolidation or
          reorganization,  as follows: if following any merger, consolidation or
          reorganization the holders of outstanding Voting Shares of the Company
          immediately prior to the merger,  consolidation or reorganization  own
          equity securities  possessing more than 50% of the voting power of the
          entity existing following the merger, consolidation or reorganization,
          the Company shall be the  surviving  entity.  In all other cases,  the
          Company shall not be the surviving entity. In making the determination
          of ownership of equity  securities  by the  shareholders  of an entity
          immediately after the merger, consolidation or reorganization pursuant
          to this paragraph,  equity  securities  which the  shareholders  owned
          immediately  before the merger,  consolidation  or  reorganization  as
          shareholders of another party to the transaction shall be disregarded.
          Further,  for  purposes of this  paragraph  only,  outstanding  voting
          securities of an entity shall be calculated by assuming the conversion
          of all equity  securities  convertible  (immediately or at some future
          time) into shares entitled to vote.

<PAGE>    40

          Notwithstanding  the  foregoing  provisions  of Section  2(e),  unless
          otherwise  determined in a specific case by majority vote of the Board
          of Trust  Managers of the Company,  a "Change of Control"  will not be
          deemed to have  occurred for  purposes of Section 2(e) solely  because
          (A)  an  entity  in  which  the  Company,   directly  or   indirectly,
          beneficially   owns  50%  or  more  of  the   voting   securities   (a
          "Subsidiary"),  or (B) any employee share  ownership plan or any other
          employee benefit plan of the Company or any Subsidiary either files or
          becomes  obligated to file a report or a proxy  statement  under or in
          response to Schedule 13D,  Schedule  14D-1,  Form 8-K, or Schedule 14A
          (or any successor schedule, form, or report or item therein) under the
          Exchange Act disclosing beneficial ownership by it of shares of Voting
          Shares, whether in excess of 25% or otherwise,  or because the Company
          reports  that a change in control of the Company has  occurred or will
          occur in the future by reason of such beneficial ownership.

     3.   DUTIES
          The  Executive  will  devote  substantially  all of his  time,  skill,
          energy, knowledge, and best efforts during the Employment Term to such
          duties,  and will,  faithfully and diligently  endeavor to the best of
          his ability,  further the best  interests of the Company The Executive
          may:

                      (i)  continue  to serve as  general  partner  in, or as an
                           officer,  director,  or  shareholder of a corporation
                           that  is  a   general   partner   in,   the   limited
                           partnerships  listed  in  Schedule  A  to  the  Prior
                           Agreement; and

                      (ii) continue  to  serve  as a  director  or  shareholder,
                           directly or indirectly, in the corporations listed in
                           Schedule A to the Prior Agreement; and

                     (iii) serve  in  the  future  as  an   officer,   director,
                           shareholder,  or  limited  partner  in  any  business
                           venture which is not prohibited by Section 9(c).

          At no time shall the Executive be requested to perform duties that are
          not commensurate with the duties of a senior executive of the Company.


     4.   LOCATION OF EMPLOYMENT
          The  Executive  shall be  located  in or  about  Houston,  Texas.  The
          Executive  shall  travel  to  such  geographical  locations  as may be
          appropriate from time to time to carry out the duties of the office as
          outlined in Section 3, Duties.


     5.   COMPENSATION
          For all services rendered by the Executive to the Company, the Company
          shall pay:

          (a) BASE SALARY
              For  services  rendered,  the Company  shall pay the  Executive an
              annual  salary of $258,000,  "the base salary"  payable in arrears
              monthly or  semi-monthly  as the Board may elect from time to time
              during the  Employment  Term.  The Board  shall  conduct an annual
              review of the  Executive's  Base Salary.  The  Executive  shall be
              entitled to receive increases in the Base Salary, if any, that may
              be determined by the Board at its sole  discretion.  Any increases
              to the  Executive's  Base Salary shall be effective  January 1 for
              each year of the Employment Terms

              In no event shall the Executive's  base salary be reduced,  except
              as provided for under Section 2(c), Disability.

<PAGE>    41

          (b) ANNUAL INCENTIVE COMPENSATION
              In further consideration of the Executive's service, the Executive
              shall be eligible to receive an annual  incentive  compensation as
              determined by the Board.

          (c) LONG-TERM INCENTIVE COMPENSATION
              In further consideration of the Executive's service, the Executive
              shall be eligible to receive a long-term incentive compensation as
              determined by the Board.

          (d) TAXES
              All  compensation  paid  to the  Executive  shall  be  subject  to
              applicable employment and withholding taxes.

              The Executive  shall be responsible for any taxes resulting from a
              determination  that any  portion of any  benefits  supplied to the
              Executive  may  be  reimbursing   personal  as  well  as  business
              expenses.

     6.   EMPLOYEE BENEFITS

          (a) BENEFITS
              The Executive shall receive group  health/dental  insurance,  life
              insurance,   disability  insurance,  and  other  similar  benefits
              available  to the  Company's  employees.  Benefits may be changed,
              modified, or revoked at the sole discretion of the Company.

              The Executive shall not be deemed to have a vested interest in any
              of the Company plans or programs.

              The  Executive  shall receive  benefits not generally  provided to
              Company  employees from time to time at the sole discretion of the
              Board.

          (b) VACATION
              The  Executive is entitled to receive  twenty- (20)  business days
              paid vacation  annually for each year of the Employment Term. Such
              vacation shall be taken at such times that are consistent with the
              reasonable  business  needs of the Company.  All vacation shall be
              subject to the policies and procedures of the Company.

          (c) FRINGE BENEFITS
              The Executive  shall receive fringe  benefits as such benefits may
              exist from time to time at the sole discretion of the Board.

     7.   BUSINESS EXPENSES
          The  Executive  is  authorized  to  incur  reasonable,   ordinary  and
          necessary  business expenses in the performance of the duties outlined
          above  during  the  Employment   Term  in  accordance   with  policies
          established by the Board.  The Executive  shall account to the Company
          for all such  expenses.  The Company shall  reimburse the Executive or
          pay the expenses in accordance  with the policies  established  by the
          Board.

     8.   TERMINATION
          In the event of termination,  the Executive's rights and the Company's
          obligations shall terminate except as herein provided.

<PAGE>    42

          In all events,  the Company  shall be  obligated to pay all salary and
          benefits  accrued to the  Executive  through and including the date of
          termination.  Additionally, the Executive shall be entitled to receive
          the minimum bonus for the contract  year during which the  termination
          occurs, prorated through and including the date of termination.

          (a) TERMINATION FOR REASON OTHER THAN FOR CAUSE
              Upon the  occurrence  of a change of control or if the  Employment
              Term is terminated for reasons other than For Cause, the Executive
              shall be entitled to receive a severance  payment (the  "Severance
              Benefit")   equal  to  2.99  times  (I)   Executive's   annualized
              compensation that would be included in Executive's gross income in
              the year in which the first event constituting a change of control
              occurs or the taxable  year in which the  termination  occurs,  as
              applicable,  or, if higher,  (ii) the average annual  compensation
              that was  included in the gross  income of the  Executive  for the
              three (3) most recent  taxable years that ended before the date of
              termination  or the date of the change of control,  as applicable,
              plus 2.99 times Executive's targeted annual incentive compensation
              for the fiscal year in which the event first constituting a change
              of control occurs.

              Gross income includes, but is not limited to:

                     (i)  base salary;

                     (ii) annual bonus amounts;

                     (iii)deferred compensation amounts; and

                     (iv) the value, in good faith, of share options, restricted
                          share grants and dividend equivalent rights granted to
                          the Executive and any other  benefits  received by the
                          Executive from the Company,  (assuming for purposes of
                          such calculation that all grants have vested).

              For purposes of making the calculation in Section  8(a)(iv) above,
              the  Board  shall  make  such   calculation   and  shall  use  the
              Black-Scholes   pricing  model  for  its  calculation;   provided,
              however, that if the Black-Scholes pricing model cannot be used to
              value the types of benefit being  valued,  the Board shall use any
              other   reasonable   method   of   calculation   based   upon  the
              recommendation   of   the   Company's   independent   compensation
              consultant  (or if  there  is none,  an  independent  compensation
              consultant retained by the Board for such purpose.)

              However, gross income shall not include untaxed fringe benefits.

              Following the  occurrence of a Change of Control or termination of
              of employment for a reason other than For Cause,  the Company will
              pay  to  the  Executive  the  Severance   Benefit  in  immediately
              available  funds, in United States  Dollars,  within five business
              days  after  the  first  occurrence  of a  Change  of  Control  or
              termination,  as  applicable.  In addition,  during the  Severance
              Period, the Company will arrange to provide the Executive Employee
              Benefits that are welfare  benefits (but not share options,  share
              purchase,  share  appreciation,   dividend  equivalent  rights  or
              similar  compensatory  benefits)  substantially  similar  to those
              which  the   Executive   was  receiving  or  entitled  to  receive
              immediately  prior to the Change of Control.  Such one year period
              will be  considered  service  with the  Company for the purpose of
              determining  service  credits and  benefits due and payable to the
              Executive  under the  Company's  retirement  income,  supplemental
              executive  retirement,  and  other  benefit  plans of the  Company
              applicable to the Executive, the Executive's dependents, or the

<PAGE>    43

              Executive's  beneficiaries  immediately  prior  to the  Change  of
              Control.  If and to the extent that any benefit  described  in the
              immediately  preceding  sentence  is  not or  cannot  be  paid  or
              provided  under any policy,  plan,  program or  arrangement of the
              Company,  then the  Company  will  itself pay or  provide  for the
              payment  of such  Employee  Benefits  to the  Executive,  and,  if
              applicable, the Executive's dependents and beneficiaries. Employee
              Benefits  otherwise  receivable by the Executive  pursuant to this
              Section  8 will  be  reduced  to  the  extent  comparable  welfare
              benefits  are  actually  received by the  Executive  from  another
              employer during the Severance Period.

              There will be no right of set-off  or  counterclaim  in respect of
              any claim,  debt of  obligation  against any payment to or benefit
              for the  Executive  provided  for in  this  Agreement,  except  as
              expressly provided herein.

              Notwithstanding   any  other   provision   hereof,   the  parties'
              respective  rights and obligations  under this Section 8 and under
              Sections 11 and 16 will survive any  termination  or expiration of
              this  Agreement  following a Change of Control or  termination  of
              employment, other than for cause.

              Executive  will not be  required  to  mitigate  the  amount of any
              payment   provided  for  in  this   Agreement  by  seeking   other
              employment.

              "Employee  Benefits" means the  perquisites,  benefits and service
              credit  for  benefits  as  provided  under  any and  all  employee
              retirement income and welfare benefit policies, plans, programs or
              arrangements  in which the  Executive is entitled to  participate,
              including,  without limitation,  any share option, share purchase,
              share appreciation,  dividend equivalent rights, savings, pension,
              supplemental  executive  retirement or other retirement  income or
              welfare benefit,  deferred compensation,  incentive  compensation,
              group or other life, health, medical/hospital,  or other insurance
              (whether  funded  by  actual  insurance  or  self-insured  by  the
              Company), disability, salary continuation,  expense reimbursement,
              and  other  employee   benefit   policies,   plans,   programs  or
              arrangements  that  may  now  exist  or any  equivalent  successor
              policies,  plans,  programs  or  arrangements  that may be adopted
              hereafter  by the  Company,  providing  perquisites,  benefits and
              service  credit for benefits at least as great in the aggregate as
              as are payable thereunder prior to a Change of Control.

              "Severance Period" means the period of time commencing on the date
              of an  occurrence of each change of control and  continuing  until
              the  earliest  of (i)  the  expiration  of  one  year  after  each
              occurrence of an event constituting a change of control,  (ii) the
              Executive's death, or (iii) the Executive's attainment of age 65.

          (b) TERMINATION BY REASON OF DEATH
              If the  Employment  Term is  terminated  by reason  of Death,  the
              Executive  shall be entitled to receive a severance  payment equal
              to the Severance Benefit.  Vesting of benefits shall be treated as
              described in Section 24 of this Agreement.

          (c) TERMINATION BY REASON OF DISABILITY
              If the Employment Term is terminated by reason of Disability,  the
              Executive  shall be entitled to receive a severance  payment equal
              to the Severance Benefit.  Vesting of benefits shall be treated as
              treated as described in Section 24 of this Agreement.

<PAGE>    44

              The Executive shall receive, so long as the Disability  continues,
              to remain  eligible for all benefits  provided under any long-term
              disability program(s) of the Company in effect at the time of such
              termination,  subject  to the  terms  and  conditions  of any such
              program(s),  as may be amended,  changed,  modified, or terminated
              for all employees of the Company.

          (d) ADDITIONAL PAYMENTS
              (i) Notwithstanding anything in this Agreement to the contrary, in
              the  event  it is  determined  (as  hereafter  provided)  that any
              payment or  distribution  by the  Company to or for the benefit of
              the   Executive,   whether  paid  or  payable  or  distributed  or
              distributable pursuant to the terms of this Agreement or otherwise
              pursuant  to or by reason of any other  agreement,  policy,  plan,
              program or  arrangement,  including  without  limitation any share
              option,  share  appreciation  right,  dividend  equivalent  right,
              restricted  shares of similar  right,  the lapse or termination of
              any  restriction  on or the vesting or exercise  ability of any of
              the  foregoing  (any such payment or  distribution,  a "Payment"),
              would be subject to the excise tax imposed by Section  4999 of the
              Internal  Revenue  code of 1986,  as amended  (the "Code") (or any
              successor  provision  thereto),  by  reason  of  being  considered
              "contingent  on a change in  ownership or control" of the Company,
              within the meaning of Section  280G of the Code (or any  successor
              provision thereto) or to any similar tax imposed by state or local
              law, or any interest or  penalties  with respect to such tax (such
              tax or taxes, together with any such interest and penalties, being
              hereafter  collectively referred to as the "Excise Tax"), then the
              Executive  will be  entitled to receive an  additional  payment or
              payments (collectively,  a "Gross-Up Payment"); provided, HOWEVER,
              that no Gross-up  Payment  will be made with respect to the Excise
              Tax,  if any,  attributable  to (A)  any  incentive  share  option
              ("ISO")  granted prior to the  execution of this  Agreement or (B)
              any share  appreciation or similar right,  whether or not limited,
              granted  in tandem  with any ISO  described  in clause (A) of this
              sentence.  The  Gross-Up  Payment  will be in an amount such that,
              after  payment  by the  Executive  of  all  taxes  (including  any
              interest  or  penalties  imposed  with  respect  to  such  taxes),
              including  any Excise Tax imposed upon the Gross-Up  Payment,  the
              Executive  will have  received an amount of the  Gross-Up  Payment
              equal to the Excise Tax imposed upon the Payment.

              (ii)  Subject  to  the  provisions  of  Section  8 (d)  (vi),  all
              determinations  required  to be  made  under  this  Section  8(e),
              including  whether an Excise Tax is payable by the  Executive  and
              the amount of such  Excise Tax and  whether a Gross-Up  Payment is
              required to be paid by the Company to the Executive and the amount
              of such  Gross-Up  Payment,  if any,  will be made by a nationally
              recognized accounting firm (the "Accounting Firm") selected by the
              Executive in the Executive's sole  discretion.  The Executive will
              direct  the  Accounting  Firm  to  submit  its  determination  and
              detailed  supporting  calculations  to both  the  Company  and the
              Executive   within  30   calendar   days  after  the   Executive's
              termination  date,  and any  such  other  time or  times as may be
              requested by the Company of the Executive.  If the Accounting Firm
              determines  that any Excise Tax is payable by the  Executive,  the
              Company will pay the required  Gross-Up  Payment to the  Executive
              within five business days after receipt of such  determination and
              calculations with respect to any Payment to the Executive.  If the
              Accounting  firm  determines  that no Excise Tax is payable by the
              Executive,   it  will,   at  the  same  time  as  it  makes   such
              determination,  furnish the Company and the  Executive  an opinion
              that the  Executive  has  substantial  authority not to report any
              Excise Tax on the  Executive's  federal,  state or local income or
              other  tax  return.   As  a  result  of  the  uncertainty  in  the
              application  of  Section  4999  of  the  Code  (or  any  successor
              provision  thereto)  and the  possibility  of similar  uncertainty
              regarding  applicable  state or  local  tax law at the time of any
              determination  by the Accounting  Firm  hereunder,  it is possible
              that Gross-Up Payments which will not have been made by the

<PAGE>    45

              Company should have been made (an "Underpayment"), consistent with
              the calculations required to be made hereunder.  In the event that
              the Company  exhausts or fails to pursue its remedies  pursuant to
              Section 8(d)(vi) and the Executive  thereafter is required to make
              a payment  of any  Excise  Tax,  the  Executive  will  direct  the
              Accounting Firm to determine the amount of the  Underpayment  that
              has  occurred  and  to  submit  its   determination  and  detailed
              supporting  calculations  to both the Company and the Executive as
              promptly as possible.  Any such Underpayment will be promptly paid
              by the Company to, or for the  benefit  of, the  Executive  within
              five  business  days  after  receipt  of  such  determination  and
              calculations.

              (iii)  The  Company  and  the  Executive  will  each  provide  the
              Accounting  Firm  access to and copies of any books,  records  and
              documents in the  possession of the Company or the  Executive,  as
              the case may be, reasonably  requested by the Accounting Firm, and
              otherwise  cooperate with the Accounting  Firm in connection  with
              the  preparation  of  and  issuance  of  the   determinations  and
              calculations  contemplated by Section 8(d)(ii).  Any determination
              by the  Accounting  Firm as to the amount of the Gross-Up  Payment
              will be binding upon the Company and the Executive.

              (iv) The  federal,  state,  and local  income or other tax returns
              filed by the Executive  will by prepared and filed on a consistent
              basis with the  determination  of the Accounting Firm with respect
              to the Excise Tax payable by the  Executive.  The  Executive  will
              make proper  payment of the amount of any Excise  Payment  and, at
              the  request  of the  Company,  provide  to the  Company  true and
              correct copies (with any  amendments) of the  Executive's  federal
              tax  return  as  filed  with  the  Internal  Revenue  Service  and
              corresponding state and local tax returns,  if relevant,  as filed
              with the applicable  taxing  authority,  and such other  documents
              reasonably  requested by the Company,  evidencing such payment. If
              prior to the filing of the Executive's  federal income tax return,
              or  corresponding  state or local tax  return,  if  relevant,  the
              Accounting Firm determines that the amount of the Gross-Up Payment
              should be reduced,  the  Executive  will within five business days
              pay to the Company the amount of such reduction.

              (v) The fees and expenses of the Accounting  Firm for its services
              in   connection   with   the   determinations   and   calculations
              contemplated herein will be borne by the Company. If such fees and
              expenses are  initially  paid by the  Executive,  the Company will
              reimburse  the Executive the full amount of such fees and expenses
              within five  business  days after  receipt from the Executive of a
              statement  therefor  and  reasonable  evidence of the  Executive's
              payment thereof.

              (vi) The Executive will notify the Company in writing of any claim
              by the  Internal  Revenue  Service or any other  taxing  authority
              that, if successful, would require the payment by the Company of a
              Gross-Up  Payment.  Such notification will be given as promptly as
              practicable but no later than 10 business days after the Executive
              actually  receives  notice of such  claim and the  Executive  will
              further  apprise  the  Company of the nature of such claim and the
              date on which such claim is requested to be paid (in each case, to
              the extent known by the  Executive).  The  Executive  will not pay
              such  claim  prior to the  earlier  of (i) the  expiration  if the
              30-calendar  day period  following the date on which the Executive
              gives  such  notice  to the  Company  and (ii)  the date  that any
              payment  of  amount  with  respect  to such  claim is due.  If the
              Company  notifies the Executive in writing prior to the expiration
              of  such  period  that it  desires  to  contest  such  claim,  the
              Executive will:

<PAGE>    46

                   a)  provide the Company with any written records or documents
                       in  the  Executive's  possession  relating to  such claim
                       reasonably requested by the Company;

                   b)  take such action in connection with contesting such claim
                       as the Company  may  reasonably  request in writing  from
                       time to  time,  including  without  limitation  accepting
                       legal  representation  with  respect  to  such  claim  by
                       attorney  competent in respect of the subject  matter and
                       reasonably selected by the Company;

                   c)  cooperate  with  the  Company  in  good  faith  in  order
                       effectively to contest such claim; and

                   d)  permit  the  Company  to  participate in any  proceedings
                       relating to such claims;

          provided,  however,  that the Company  will bear and pay  directly all
          costs and  expenses  (including  interest and  penalties)  incurred in
          connection  with such contest and will indemnify and hold harmless the
          Executive,  on an after-tax  basis,  for and against any Excise Tax or
          income tax,  including  interest and penalties  with respect  thereto,
          imposed as a result of such  representation  and  payment of costs and
          expenses.  Without  limiting the foregoing  provisions of this Section
          8(d),  the Company will control all  proceedings  taken in  connection
          with the contest of any claim  contemplated  by this Section  8(d)(vi)
          and,  at  its  sole   option,   may  pursue  or  forego  any  and  all
          administrative appeals, proceedings, hearings and conferences with the
          taxing authority in respect of such claim (provided, however, that the
          Executive  may  participate  therein at the  Executive's  own cost and
          expense) and may, at its option,  either  direct the  Executive to pay
          the tax  claimed  and sue for a refund  or  contest  the  claim in any
          permissible manner, and the Executive will prosecute such contest to a
          determination  before  any  administrative  tribunal,  in a  court  of
          initial  jurisdiction,  and in one or more  appellate  courts,  as the
          Company may determine;  provided, however, that is the Company directs
          the Executive to pay the tax claimed and sue for a refund, the Company
          will  advance  the  amount  of such  payment  to the  Executive  on an
          interest-free   basis  and  will  indemnify  and  hold  the  Executive
          harmless,  on an  after-tax  basis,  from any  Excise Tax or income or
          other tax,  including  interest or  penalties  with  respect  thereto,
          imposed with respect to such advance;  and provided further,  however,
          that any extension of the statute of  limitations  relating to payment
          of taxes for the taxable year of the  Executive  with respect to which
          the  contested  amount if claimed to be due is limited  solely to such
          contested  amount.  The Company's  control of any such contested claim
          will be limited  to issues  with  respect to which a Gross-Up  Payment
          would be payable  hereunder  and the  Executive  will be  entitled  to
          settle or contest,  as the case may be, any other issue  raised by the
          Internal Revenue Service or any other taxing authority.

          (vii)  If, after the receipt by the Executive of an amount advanced by
          the Company pursuant to Section  8(d) (vi), the Executive receives any
          refund with  respect to such claim, the Executive will (subject to the
          Company's complying with the requirements of Section  8(e)(vi) pay  to
          the Company the amount of such refund (together with any interest paid
          or credited thereon after (vii) If, after the receipt by the Executive
          of an amount advanced by the Company pursuant to any  taxes applicable
          thereto) within 30  calendar days after such receipt and the Company's
          satisfaction of  all  accrued  obligations  under this  Agreement. If,
          after  the  receipt by  the Executive of any amount  advanced  by  the
          Company pursuant  to  Section  8(d) (vi), a determination is made that
          the  Executive will not be entitled to any refund with respect to such
          claim and the Company does not notify the Executive  in writing of its
          intent  to contest such determination  prior  to  the expiration of 30
          calendar days after  such  determination,  then  such  advance will be
          forgiven and will not be

<PAGE>    47

          required to be repaid  and the amount of any such advance will offset,
          to the extent  thereof, the amount of Gross-Up  Payment required to be
          paid by the Company to the  Executive  pursuant to this Section 8.

9.   CONFIDENTIALITY AND NON-COMPETITION
     All information (the "Confidential  Information") includes all confidential
     information of the Company and/or its subsidiaries,  including  information
     entrusted to the Company and/or any of its  subsidiaries  by third parties,
     not otherwise  publicly  disclosed or available,  other than as a result of
     wrongful bisclosure by the Executive, which, during the Employment Term:

                    (i)   is disclosed by any of them to the Executive; or

                    (ii)  the  Executive  had access or otherwise  had reason to
                          know; or

                    (iii) was developed or discovered by the Executive.

     Confidential  Information  includes,  but is not limited to, whether or not
     legended or otherwise identified as "confidential":

                    (i)   property  lists,   prospective  properties  lists, and
                          details of agreement with sellers; and

                    (ii)  acquisition,   expansion,   marketing,  financial, and
                          other business information and plans; and

                    (iii) research and development and data related thereto; and

                    (iv)  other compilations of data; and

                    (v)   computer programs and/or records; and

                    (vi)  sources of supply; and

                    (vii) confidential information  developed by consultants and
                          contractors; and

                    (viii)purchasing, operating, and other costs data; and

                    (ix)  employee information; and

                    (x)   manuals,  memoranda,   projections,   minutes,  plans,
                          drawings, designs, formula books and specifications.

     (a)  RESTRICTION ON USE AND DISCLOSURE
          The  Executive  acknowledges  that  the  Confidential  Information  is
          valuable and proprietary to the Company or to third parties which have
          entrusted the Company and/or its subsidiaries, and, except as required
          by the  Executive's  Duties,  the  Executive  shall not use,  publish,
          disseminate,   or  otherwise  disclose  any  Confidential  information
          without prior written consent of the Company.

     (b)  RETURN OF DOCUMENTS
          Upon  termination of the Executive's  employment,  the Executive shall
          forthwith deliver to the Company all plans, designs, drawings,

<PAGE>    48

          specifications,  listings,  manuals,  records,  notebooks, and similar
          repositories of or containing Confidential Information,  including all
          copies,  then  in  the  Executive's  possession  or  control,  whether
          prepared  by the  Executive  or  others.  Upon  such  termination  the
          Executive shall retain no copies of any such documents.

     (c)  RESTRICTION ON COMPETITIVE EMPLOYMENT The term Business shall mean:

                     (i)  the  business of  the  Company and its subsidiaries as
                          described in the Company's  most recent Form 10-K; and

                     (ii) any other  business in which the Company or any of its
                          subsidiaries   is  engaged   during  the   Executive's
                          Employment Term.

          The term Territories shall refer to those  metropolitan areas in which
          the Company owns  properties  or otherwise is engaged in the Business,
          including any areas where the Company has specific plans to acquire or
          develop  properties  within the following six (6) months following the
          date of  termination  or change of  control,  as  applicable,  and all
          outlying  areas located  within a thirty (30) mile radius of each such
          metropolitan area.

          Except as noted in Section 3, Duties,  during the Employment  Term and
          the twelve  months  (12)  months  following  the  termination  of this
          Agreement (the "Non-Competition  Period"),  absent the Company's prior
          written  approval,  the  Executive  shall not,  as owner,  part-owner,
          shareholder,    partner,   director,   principal,   agent,   employee,
          consultant,  or  otherwise,   within  the  Territories,   directly  or
          indirectly engage or participate in activities  relating to, or render
          services  to or invest  in any firm or  business  engaged  or about to
          become engaged in, the Business, provided that the Executive may:

                     (i)  engage  in  the  activities  as  noted  in  Section 3,
                          Duties;

                     (ii) make passive  investments in an enterprise  engaged in
                          the  Business  the  shares of  ownership  of which are
                          publicly   traded   if  the   Executive's   investment
                          constitutes  less than 2% of the total  equity of such
                          enterprise.

     (d)  INDUCEMENT / ENTICEMENT
          During  the  Employment  Term  and  the  Non-Competition  Period,  the
          Executive shall not, directly or indirectly:

                     (i)  induce, or attempt to induce,  any employees or agents
                          or  consultants of or to the Company or any subsidiary
                          of the Company to do anything from which the Executive
                          is  restricted by reason of Section 9(a) through 9(c),
                          inclusive; or

                     (ii) offer or aid others to offer  employment to anyone who
                          is an  employee,  agent  or  consultant  of or to  the
                          Company or an subsidiary of the Company at the time of
                          termination of the Executive.

     (e)  REDUCTION OF NON-COMPETITION PERIOD
          If this  Agreement  shall be  terminated  by the  Company  pursuant to
          Section  2(b)(iv),  Termination  for reason other than For Cause,  the
          provisions  of  Sections  9(c) and 9(d) shall  terminate  on the first
          business day following the termination of the Executive.

<PAGE>    49

          Unless  otherwise  provided,  the  provisions of Sections 9(a) through
          9(d),  inclusive,  shall survive the termination of this Agreement for
          the duration of the Non-Competition Period.

10.  REMEDIES FOR THE COMPANY
     The Executive  acknowledges  that remedy at law for any breach or attempted
     breach of the Executive's  obligations under Section 9, Confidentiality and
     Non-Competition, may be inadequate, agrees that the Company may be entitled
     to specific performance and injunctive and other equitable remedies in case
     of any such breach or  attempted  breach,  and further  agrees to waive any
     requirement  for the securing or posting of any bond in connection with the
     obtaining of any such injunctive or other equitable relief.

     The  termination  of the  Employment  Term  pursuant to Section  2(a)(iii),
     Discharge  For Cause,  shall not be deemed to be a waiver by the Company of
     any breach by the Executive of this Agreement or any other  obligation owed
     the Company, and,  notwithstanding such a termination,  the Executive shall
     be liable for all damages attributable to such a breach.

11.  REMEDIES FOR THE EXECUTIVE
     In the event the  Executive is  terminated  For Cause and it is  ultimately
     determined the Company lacked "cause", the:

                     (i)  Executive's   termination   shall  be   treated  as  a
                          Termination  for reason  other  than For Cause,  as it
                          pertains to Section 8(a); and

                     (ii) Executive  shall  reserve the right to seek remedy for
                          breach of the Agreement by the Company including,  but
                          not  limited  to,  any other  such  damages  as may be
                          suffered  and/or   incurred  by  the  Executive,   the
                          Executive's  costs  incurred  during the dispute,  and
                          reasonable  attorney's  fees in  connection  with such
                          dispute; and

                     (iii)Executive  shall receive all Severance  Benefits under
                          Section  8(a),  Termination  for reason other than For
                          Cause,  with  interest of 8% annually on all  payments
                          considered  past  due  from  the  date at  which  such
                          payment would have been made.

12.  NO WAIVER
     No Waiver or  non-action  by either party with respect to any breach by the
     other  party  of any  provision  of  this  Agreement,  nor  the  waiver  or
     non-action  with respect to the provisions of similar  agreement with other
     employees  or the  breach  thereof,  shall be deemed or  construed  to be a
     waiver of any succeeding  breach of such  provision,  or as a waiver of the
     provision itself.

13.  INVALID PROVISIONS
     Should  any  portion  of  this  Agreement  be  adjusted  or  held  invalid,
     unenforceable   or  void,  such  holding  shall  not  have  the  effect  of
     invalidating  or voiding the  remainder of this  Agreement  and the parties
     hereby  agree that the  portion  so held  invalid,  unenforceable,  or void
     shall, if possible,  be deemed amended or reduced in scope, or otherwise be
     stricken  from this  Agreement  to the extent  required for the purposes of
     validity and enforcement thereof.

<PAGE>    50

14.  SUCCESSOR AND ASSIGNS
     Neither the  Executive  nor the Company may assign its rights,  duties,  or
     obligations hereunder without consent of the other.

15.  SURVIVAL OF THE EXECUTIVE'S OBLIGATIONS
     Except  with  respect  to  any  termination  under  Section  2(b)(iv),  the
     Executive's obligations under Sections 9 and 10 shall survive regardless of
     whether or not the  Executive's  employment is  terminated,  voluntarily or
     involuntarily, by the employer or the Executive, with or without cause.

16.  SURVIVAL OF THE COMPANY'S OBLIGATIONS
     The Company's  obligations under Sections 8 and 11 shall survive regardless
     of whether or not the Executive's employment is terminated,  voluntarily or
     involuntarily, by the employer or the Executive, with or without cause.

17.  PRIOR AGREEMENTS
     This Agreement  incorporates the entire agreement between both parties with
     respect to the subject matter hereof and  supersedes all prior  agreements,
     documents, or other instruments with respect to the matters covered herein.

18.  GOVERNING LAW
     This Agreement shall be governed by, and interpreted in accordance with the
     provisions  of,  the  law of the  State  of  Texas,  without  reference  to
     provisions that refer a matter to the law of any other  jurisdiction.  Each
     party  hereto  hereby  irrevocably  submits  itself  to  the  non-exclusive
     personal jurisdiction of the Federal and State courts sitting in Texas.

19.  NO ORAL MODIFICATIONS
     This  Agreement  may not be changed or  terminated  orally,  and no change,
     termination, or waiver of this Agreement or of any of the provisions herein
     contained  shall be  binding  unless  made in  writing  and  signed by both
     parties,  and, in the case of the Company,  by a person  designated  by the
     Board.

     Without limiting the foregoing,  any change or changes,  from time to time,
     in the Executive's  salary or duties or both shall not be, nor be deemed to
     be, a change,  termination,  or waiver of this  Agreement  or of any of the
     provisions herein contained.

20.  NOTICES
     All notices and other communications  required or permitted hereunder shall
     be made in  writing,  and  shall be  deemed  properly  given  if  delivered
     personally,  mailed by certified  mail,  postage prepaid and return receipt
     requested, sent by facsimile, or sent by Express Mail or Federal Express or
     other nationally recognized express delivery service, as follows:

                              If to the Company or the Board:

                              Camden Property Trust
                              Three Greenway Plaza, Suite 1300
                              Houston, TX 77046
                              Attention:  Board of Trust Managers

                              If to the Executive:

                              D. Keith Oden
                              Three Greenway Plaza, Suite 1300
                              Houston, TX 77046

<PAGE>    51

     Notice given by hand, Express Mail, Federal Express,  or other such express
     delivery  service shall be effective upon actual  receipt.  Notice given by
     facsimile  transmission  shall be effective upon actual receipt of received
     during the  recipient's  normal  business hours, or at the beginning of the
     recipient's  next  business day after  receipt if not  received  during the
     recipient's   normal  business   hours.   All  notices  sent  by  facsimile
     transmission  shall be confirmed  promptly after transmission in writing by
     certified mail or personal delivery.

     Any party may change any  address to which  notice  shall be given to it by
     giving notice as provided above of such change in address.

21.  EXECUTIVE'S REPRESENTATION AND WARRANTIES
     The Executive  represents  and warrants that he is legally free to make and
     perform this  Agreement,  that he has no  obligation to any other person or
     entity that would affect or conflict with any of his obligations hereunder,
     and that the complete  performance  of his  obligations  hereunder will not
     violate  any law,  regulation,  order,  or  decree of any  governmental  or
     jurisdictional body or contract by which he is bound.

22.  EXPENSES; SECURITY
     It is the intent of the Company that the Executive not be required to incur
     legal fees and the related  expenses  associated  with the  interpretation,
     enforcement or defense of the  Executive's  rights to  compensation  upon a
     Change of Control by litigation  or otherwise  because the cost and expense
     thereof  would  substantially  detract  from the  benefits  intended  to be
     extended to the Executive  hereunder.  Accordingly,  if it should appear to
     the  Executive  that the  Company  has  failed  to  comply  with any of its
     obligations  under this  Agreement  or in the event that the Company or any
     other person takes or threatens to take any action to declare the agreement
     to  pay   Executive   compensation   upon  a  change  of  control  void  or
     unenforceable,  or institutes  any litigation or other action or proceeding
     designed to deny, or to recover from,  the Executive the benefits  provided
     or  intended  to be  provided  to  the  Executive  hereunder,  the  Company
     irrevocably authorizes the Executive from time to time to retain counsel of
     the  Executive's  choice,  at the  expense of the  Company  as  hereinafter
     provided, to advise and represent the Executive in connection with any such
     interpretation,  enforcement or defense,  including without  limitation the
     initiation or defense of any  litigation or other legal action,  whether by
     or against the Company or any Trust Manager, officer, shareholder, or other
     person affiliated with the Company,  in any  jurisdiction.  Notwithstanding
     any existing or prior attorney-client  relationship between the Company and
     such counsel,  the Company irrevocably consents to the Executive's entering
     into  an  attorney-client  relationship  with  such  counsel,  and in  that
     connection  the  Company  and  the  Executive  agree  that  a  confidential
     relationship  will exist between the  Executive  and such counsel.  Without
     regard  to  whether  the  Executive  prevails,  in  whole  or in  part,  in
     connection  with any of the  foregoing,  the Company will pay and be solely
     financially  responsible  for any and all  attorneys'  and related fees and
     expenses incurred by the Executive in connection with any of the foregoing.

<PAGE>    52

23.  ENTIRE AGREEMENT
     The parties  expressly  agree that this  Agreement is contractual in nature
     and not a mere recital,  and that it contains all the terms and  conditions
     of the agreement  between the parties with respect to the matters set forth
     herein. All prior negotiations,  agreements,  arrangements,  understandings
     and statements between the parties relating to the matters set forth herein
     that have occurred at any time or  contemporaneously  with the execution of
     this  Agreement  (including,  but not limited to, the Prior  Agreement) are
     superseded  and merger  into t his  completely  integrated  Agreement.  The
     Recitals set forth above shall be deemed to be part of this Agreement.

24.  VESTING OF BENEFITS
     Notwithstanding  anything in this Agreement, the Company's employee benefit
     plans,  any  agreement   entered  into  under  such  plans,  or  under  any
     retirement,  pension,  profit  sharing  or  other  similar  plan,  upon the
     occurrence  of a  change  of  control,  as  defined  in  Section  2(e),  or
     termination for reason of death or disability or if Executive is terminated
     other than For Cause all deferred or unvested portions of any award made to
     Executive   under  any  of  the  foregoing   plans  and  agreements   shall
     automatically  become fully vested in Executive  and shall be in effect and
     redeemable  by  or  payable  to  Executive,   or   Executive's   designated
     beneficiary or estate, on the same conditions (other than vesting) as would
     have applied had the change of control,  or termination for reason of death
     or disability or the termination  other than For Cause, as applicable,  not
     occurred,  including,  but not limited to, the right to exercise  any share
     options  for a period  of 10 years  from the date of  grant.  All  unvested
     awards under the plans shall  immediately  vest upon the change of control,
     or  termination  for  reason  of death or  disability  or if  Executive  is
     terminated other than For Cause and the Executive or Executive's designated
     beneficiary  or estate shall have the right to exercise  any vested  awards
     during the balance of the awards' term.

EXECUTED as of the date first written above.


                                   CAMDEN PROPERTY TRUST


                                   By:              /s/Richard J. Campo
                                            ---------------------------------

                                   Name:              Richard J. Campo
                                            ---------------------------------

                                   Title:         Chief Executive Officer
                                            ---------------------------------





                                   EXECUTIVE

                                              /s/D. Keith Oden
                                   -----------------------------------          
                                   D. Keith Oden



<PAGE>    53

<TABLE>
<CAPTION>

                                                                    EXHIBIT 11.1
                              CAMDEN PROPERTY TRUST
                    COMPUTATION OF EARNINGS PER COMMON SHARE

                                                                                    Year Ended December 31,
                                                                            ----------------------------------------
                                                                               1998           1997           1996
                                                                            ----------     ----------     ----------
<S>                                                                         <C>            <C>            <C>   
BASIC EARNINGS PER SHARE
         Weighted Average Common Shares Outstanding                            41,174         26,257         14,849
                                                                            ==========     ==========     ==========
            Basic Earnings Per Share                                        $    1.16      $    1.46      $    0.59
                                                                            ==========     ==========     ==========

DILUTED EARNINGS PER SHARE
         Weighted Average Common Shares Outstanding                            41,174         26,257         14,849
         Shares Issuable from Assumed Conversion of:
            Common Share Options and Awards Granted                               399            330            130
            Minority Interest Units                                             2,610          1,769
                                                                            ----------     ----------     ----------
         Weighted Average Common Shares Outstanding, as Adjusted               44,183         28,356         14,979
                                                                            ==========     ==========     ==========
            Diluted Earnings Per Share                                      $    1.12      $    1.41      $    0.58
                                                                            ==========     ==========     ==========

EARNINGS FOR BASIC AND DILUTED COMPUTATION
         Net Income                                                         $  57,333      $  38,438      $   8,713
         Less: Dividends on Preferred Shares                                    9,371                             4
                                                                            ----------     ----------     ----------
         Net Income to Common Shareholders (Basic Earnings Per Share           
               Computation)                                                    47,962         38,438          8,709 
         Dividends on Preferred Shares                                                                            4
         Minority Interests                                                     1,322          1,655
                                                                            ----------     ----------     ----------
         Net Income to Common Shareholders, as Adjusted (Diluted            
            Earnings Per Share Computation)                                 $  49,284      $  40,093      $   8,713
                                                                            ==========     ==========     ==========
</TABLE>



<PAGE>    54
                                                                    EXHIBIT 13.1

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

     The  following   discussion   should  be  read  in  conjunction   with  the
"Comparative   Summary  of  Selected   Financial  and  Property  Data"  and  the
consolidated  financial statements and notes thereto appearing elsewhere in this
report.  Historical results and trends which might appear should not be taken as
indicative of future  operations.  The statements  contained in this report that
are not historical facts are  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.  Actual  results  may  differ
materially  from  those  included  in  the  forward-looking  statements.   These
forward-looking  statements involve risks and uncertainties,  including, but not
limited to, the following: changes in general economic conditions in the markets
that could impact demand for the rental of the Company's properties, and changes
in financial  markets and interest rates impacting the Company's ability to meet
its financing needs and obligations.

BUSINESS

     Camden  Property  Trust,  a  Houston-based  real  estate  investment  trust
("REIT"), and its subsidiaries (collectively,  "Camden" or the "Company") report
as a  single  business  segment,  with  activities  related  to  the  ownership,
development,  acquisition,  management, marketing and disposition of multifamily
apartment communities in the Southwest,  Southeast,  Midwest and Western regions
of the United States.  As of December 31, 1998,  the Company owned  interests in
and operated or was  developing 163  multifamily  properties  containing  56,968
apartment homes located in nine states.  These properties had a weighted average
occupancy  rate of 93% for the year ended  December  31,  1998.  Fourteen of the
Company's  multifamily  properties  containing  5,658 apartment homes were under
development at December 31, 1998. The Company has several additional sites which
it intends to develop into multifamily apartment communities.

     On April 8, 1998,  the  Company  acquired  through a tax-free  merger  (the
"Oasis  Merger"),  Oasis  Residential,  Inc.  ("Oasis"),  a publicly  traded Las
Vegas-based  multifamily  REIT.  The  acquisition  increased  the  size  of  the
Company's  portfolio from 100 to 152 completed  multifamily  properties and from
34,669 to 50,183 apartment homes at the date of acquisition.  Upon completion of
ten  properties  under  development  at the date of  acquisition,  the Company's
portfolio would have increased to 54,314  apartment homes in 162 properties.  As
provided in the Plan of Merger dated December 16, 1997, as amended,  each of the
shares of Oasis  common stock  outstanding  on April 8, 1998 was  exchanged  for
0.759  share of the  Company's  common  shares.  Each  share  of Oasis  Series A
cumulative convertible preferred stock (the "Oasis Preferred Stock") outstanding
on April 8, 1998 was  reissued  as one Camden  Series A  Cumulative  Convertible
Preferred Share (the "Preferred Shares") with terms and conditions comparable to
the Oasis Preferred Stock. The Company issued 12.4 million common shares and 4.2
million  Preferred Shares in exchange for the outstanding Oasis common stock and
outstanding Oasis Preferred Stock,  respectively.  Approximately $484 million of
Oasis debt, at fair value,  was assumed in the merger.  In  connection  with the
Oasis Merger,  the Company also acquired the managing  member  interest in Oasis
Martinique,   LLC.  The  remaining   interests  (the  "Martinique   Units")  are
exchangeable  into 672,490  common  shares and are  accounted  for as a minority
interest.  In connection with the Oasis Merger,  Camden disclosed its intentions
of entering into a joint venture  investment  (the "Joint  Venture") in order to
transfer  into the Joint  Venture  19  apartment  communities  containing  5,119
apartment homes located in Las Vegas (the "Third Party Transaction").

<PAGE>    55

     On June 30, 1998, the Company  completed the Third Party Transaction for an
aggregate of $248 million with a private limited  liability company (the "LLC").
The Company  retained a 20% interest in the LLC, which is included in investment
in joint ventures.  The Third Party Transaction was funded with capital invested
by the LLC  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. The LLC assumed the $190 million of treasury
locks which Camden had entered into during the first  quarter of 1998 as a hedge
against  interest rate exposure for the LLC. The treasury  locks were unwound by
the LLC  simultaneously  with the  completion of the funding for the Third Party
Transaction.  Camden used the net proceeds from the Third Party  Transaction  to
reduce outstanding debt by $124 million,  including the $9.9 million of existing
indebtedness  noted above,  and set aside $112  million  into an escrow  account
which was used to complete tax-free exchange property acquisitions,  retire debt
and  repurchase  the  Company's  common shares  pursuant to the Company's  share
repurchase  program.  No book gain or loss was recorded by Camden as a result of
the Third Party  Transaction.  Camden continues to provide  property  management
services for these assets.

     On April 15, 1997, the Company acquired through a tax-free merger,  Paragon
Group,  Inc.  ("Paragon"),  a Dallas-based  multifamily  REIT.  The  acquisition
increased  the  size  of the  Company's  portfolio  from  53 to 103  multifamily
properties,   and  from  19,389  to  35,364   apartment   homes  (the   "Paragon
Acquisition").  Each share of Paragon common stock outstanding on April 15, 1997
was exchanged for 0.64 shares of the Company's common shares. The Company issued
9.5 million  shares in  exchange  for all of the  outstanding  shares of Paragon
common stock and 2.4 million  limited  partnership  units ("OP Units") in Camden
Operating,  L.P. (the "Operating  Partnership") and assumed  approximately  $296
million  of  Paragon  debt,  at fair  value,  in  connection  with  the  Paragon
Acquisition.  The accompanying  consolidated  financial  statements  include the
operations  of Paragon since April 1, 1997,  the  effective  date of the Paragon
Acquisition for accounting purposes.

<PAGE>    56

     The  Company's  multifamily  property  portfolio,  excluding  land held for
future development and joint venture  properties not managed by the Company,  at
December 31, 1998, 1997 and 1996 is summarized as follows:

<TABLE>
<CAPTION>

                                                    1998 (a)                        1997                          1996
                                          ---------------------------- ----------------------------- ------------------------------
                                          Apartment                     Apartment                     Apartment
                                            Homes    Properties  % (b)    Homes     Properties % (b)    Homes    Properties  % (b)
                                          --------- ------------ ----- ------------ ---------- ----- ---------- ------------ ------
<S>                                       <C>        <C>         <C>    <C>         <C>        <C>    <C>        <C>         <C> 

Operating Properties
Texas
   Houston                                     6,345       15      13%       6,345       16      18%       6,987       18      36%
   Dallas (c) (d)                              9,381       26      17        9,381       26      24        6,045       16      31
   Austin                                      1,745        6       4        1,745        6       5        1,745        6       9
   Other                                       1,641        5       3        1,585        5       4        1,585        5       8
                                          -----------  -------  ------  -----------   ------   -----  -----------   ------  -------
       Total Texas Operating Properties       19,112       52      37       19,056       53      51       16,362       45      84
Arizona                                        2,326        7       5        1,894        5       5        1,249        3       7
California                                     1,272        3       3
Colorado (c)                                   1,972        6       3
Florida                                        7,261       17      14        6,355       17      18
Kentucky                                       1,142        5       2        1,142        5       3
Missouri                                       3,327        8       7        3,487       10      10
Nevada (c)                                    12,163       41      14
North Carolina (c) (d)                         2,735       10       4        2,735       10       6
                                          -----------  -------  ------  -----------   ------   -----  -----------   ------  -------
       Total Operating Properties             51,310      149      89       34,669      100      93       17,611       48      91
                                          -----------  -------  ------  -----------   ------   -----  -----------   ------  -------

Properties Under Development
Texas
   Houston                                     2,213        5       4        1,365        3       4          758        2       4
   Dallas                                        600        1       1                                        732        2       4
                                          -----------  -------  ------  -----------   ------   -----  -----------   ------  -------
       Total Texas Development Properties      2,813        6       5        1,365        3       4        1,490        4       8

Arizona                                          325        1       1          240        1       1          288        1       1
California                                       380        1       1
Colorado                                         558        2       1
Florida                                        1,150        3       2          306        1       1
Kentucky                                         432        1       1          432        1       1
                                          -----------  -------  ------  -----------   ------   -----  -----------   ------  -------
       Total Properties Under Development      5,658       14      11        2,343        6       7        1,778        5       9
                                          -----------  -------  ------  -----------   ------   -----  -----------   ------  -------
       Total Properties                       56,968      163     100%      37,012      106     100%      19,389       53     100%
                                                       =======  ======                ======   =====                ======  =======
Less: Joint Venture
     Apartment Homes (c) (d)                   6,704                         1,264                     
                                          -----------                   -----------                   -----------
Total Apartment Homes
     - Owned 100%                             50,264                        35,748                        19,389
                                          ===========                   ===========                   ===========
</TABLE>

  (a) Includes  the  combination  of  operations  at  December  31,  1998 of two
      adjacent  properties  in Nevada,  which were acquired in the Oasis Merger,
      two adjacent properties in Houston and two adjacent properties in Florida.
  (b) Based on number of apartment homes owned 100%.
  (c) The 1998 figures include properties held in joint ventures as follows: one
      property with 708 apartment  homes in Dallas and two  properties  with 556
      apartment  homes  in  North  Carolina  in  which  the  company  owns a 44%
      interest,  one property with 321 apartment  homes in Colorado in which the
      company owns a 50% interest,  and 19 properties with 5,119 apartment homes
      in Nevada in which the company owns a 20% interest.
  (d) The 1997 figures  include  properties  held in a joint venture as follows:
      one property with 708 apartment  homes in Dallas and two  properties  with
      556  apartment  homes in North  Carolina in which the  company  owns a 44%
      interest.

<PAGE>    57

      At December  31,  1998,  the Company had one  property  under  lease-up as
follows:

<TABLE>
<CAPTION>

                                                                                                         Estimated
                                           Product      Number of        % Leased        Date of          Date of
         Property and Location              Type     Apartment Homes    at 1/27/99     Completion      Stabilization
- ----------------------------------------- ---------- ----------------- -------------  --------------  -----------------
<S>                                       <C>        <C>               <C>            <C>             <C>
The Park at Towne Center
   Glendale, AZ                            Garden          240               78%           4Q98              2Q99

</TABLE>

             At December 31, 1998, the Company had 14 development  properties in
various stages of construction as follows:

<TABLE>
<CAPTION>

                                                  Product      Number of      Estimated      Estimated      Estimated
                                                   Type        Apartment        Cost          Date of         Date of
Property and Location                                            Homes     ($ millions) *   Completion    Stabilization
- -------------------------------------------     ------------ ------------- --------------  ------------  ---------------
<S>                                             <C>          <C>           <C>             <C>           <C>    
Renaissance Pointe II                           
   Orlando, FL                                    Garden            306      $     17.3        1Q99            3Q99
The Park at Goose Creek                         
   Baytown, TX                                  Affordable          272            11.8        2Q99            4Q99
The Park at Midtown                             
   Houston, TX                                     Urban            337            21.5        2Q99            4Q99  
The Park at Interlocken                         
   Denver, CO                                     Garden            340            34.9        3Q99            1Q00
The Park at Holly Springs                       
   Houston, TX                                    Garden            548            37.1        3Q99            3Q00  
The Park at Caley                                
   Denver, CO                                      Urban            218            18.3        4Q99            1Q00      
The Park at Oxmoor                                
   Louisville, KY                                 Garden            432            22.1        4Q99            3Q00
The Park at Greenway                              
   Houston, TX                                     Urban            756            55.7        4Q99            4Q00
The Park at Arizona Center                         
   Phoenix, AZ                                     Urban            325            22.0        1Q00            3Q00
The Park at Lee Vista                             
   Orlando, FL                                    Garden            492            32.8        1Q00            4Q00
The Park at Mission Viejo                         
   Mission Viejo, CA                              Garden            380            42.0        2Q00            4Q00
The Park at Farmers Market, Phase I                
   Dallas, TX                                      Urban            600            45.9        4Q00            3Q01
                                                              ----------      ----------
                                                                  5,006           361.4
                                                                                                 
Marina Pointe II                                                                               To Be          To Be      
   Tampa, FL                                      Garden            352            25.2     Determined      Determined    
The Park at Steeplechase                                                                       To Be          To Be
   Houston, TX                                  Affordable          300            13.5     Determined      Determined             
                                                              ----------     -----------
                  Total for 14 development properties             5,658      $    400.1
                                                              ==========     ===========
</TABLE>

     * At December 31,  1998,  the Company had  incurred  $182.3  million of the
estimated $400.1 million.


<PAGE>    58

     Camden has diversified  into other markets in the Southwest region and into
the Southeast, Midwest and Western regions of the United States. At December 31,
1998 and  1997,  the  Company's  investment  in the  various  geographic  areas,
excluding investment in joint ventures, was as follows: <TABLE> <CAPTION>

(Dollars in thousands)                                              
                                                                          1998                     1997
                                                                   -------------------      ------------------
<S>                                                                <C>             <C>      <C>            <C>
Texas
   Houston                                                         $    347,069    14%      $   265,404    19%
   Dallas                                                               370,538    15           321,101    23
   Austin                                                                67,832     3            66,365     5
   Other                                                                 57,705     2            53,462     4
                                                                   ------------- -----      ------------ -----
              Total Texas Properties                                    843,144    34           706,332    51
                                                                   ------------- -----      ------------ -----
Arizona                                                                 133,047     5           102,520     8
California                                                              139,602     6
Colorado                                                                158,837     7             3,083
Florida                                                                 376,235    15           240,008    17
Kentucky                                                                 56,954     2            55,210     4
Missouri                                                                169,741     7           173,939    13
Nevada                                                                  487,679    20
North Carolina                                                           90,219     4           100,957     7
                                                                   ------------- -----      ------------ -----
              Total Properties                                     $  2,455,458   100%      $ 1,382,049   100%
                                                                   ============= =====      ============ =====
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

     Financial  Structure.  The  Company  intends to continue  maintaining  what
management  believes  to be a  conservative  capital  structure  by: (i) using a
prudent  combination of debt,  common and preferred  equity;  (ii) extending and
sequencing  the  maturity  dates  of its debt  where  possible;  (iii)  managing
interest rate  exposure  using fixed rate debt and hedging,  where  appropriate;
(iv) borrowing on an unsecured  basis;  (v) maintaining a substantial  number of
unencumbered  assets;  and (vi) maintaining  conservative  coverage ratios.  The
interest coverage ratio was 3.8 times and 3.6 times for the years ended December
31, 1998 and 1997, respectively. At December 31, 1998 and 1997, 73.2% and 78.9%,
respectively,  of the  Company's  properties  (based on invested  capital)  were
unencumbered.

     Liquidity.   The  Company   intends  to  meet  its   short-term   liquidity
requirements  through cash flows provided by operations,  its unsecured lines of
credit (the "Unsecured Lines of Credit") described in the Financial  Flexibility
section and other short-term  borrowings.  The Company uses common and preferred
equity capital and senior unsecured debt to refinance  maturing secured debt and
borrowings  under its Unsecured  Lines of Credit.  As of December 31, 1998,  the
Company  had  $18  million  available  under  the  Unsecured  Lines  of  Credit.
Subsequent to December 31, 1998,  the Company added an additional $75 million in
capacity to its Unsecured Lines of Credit, increasing its total capacity to $275
million,  raised an additional  $39.5 million from the sale of senior  unsecured
notes,  and  completed  the private  placement of $100 million of its  perpetual
preferred units. The Company filed a universal shelf  registration  statement in
April 1997  providing  for the issuance of up to $500  million in equity,  debt,
preferred  or  convertible  securities,  of which $275 million  remains  unused.
Additionally,  in March 1997 the Company  implemented a $196 million medium-term
note   program   used  to  provide   intermediate   and   long-term,   unsecured
publicly-traded   debt   financing.   Finally,   the  Company  has   significant
unencumbered  real estate assets which could be sold or used as  collateral  for
financing purposes should other sources of capital not be available. The Company
considers its ability to generate cash to be sufficient,  and expects to be able
to  meet  future  operating  cash  requirements  and  to  pay  distributions  to
shareholders and partners.

<PAGE>    59

     On January 15, 1999,  the Company paid a  distribution  of $0.505 per share
for the fourth  quarter  of 1998 to all  holders  of record of  Camden's  common
shares as of  December  22,  1998,  and paid an  equivalent  amount  per unit to
holders of OP Units. Total  distributions to common  shareholders and holders of
OP Units for the year ended  December  31, 1998 were $2.02 per share for holders
who held  common  shares  and OP Units for the full year.  For the  period  from
January 1, 1998 through the date of the Oasis Merger,  Oasis paid  distributions
of $0.4525 per share to common  shareholders.  The Company determines the amount
of cash available for distribution in accordance with the partnership agreements
and has distributed and intends to continue to make distributions to the holders
of OP Units in amounts equivalent to the per share distributions paid to holders
of common shares. The Company intends to continue  shareholder  distributions in
accordance with REIT qualification requirements under the federal tax code while
maintaining  what  management  believes to be a conservative  payout ratio,  and
expects to continue  reducing the payout ratio by raising the distributions at a
rate which is less than the funds from operations ("FFO") growth rate.

     On  February  15,  1999,  the  Company  paid a  quarterly  dividend  on its
Preferred  Shares,  which were reissued for Oasis Preferred Stock in conjunction
with the merger of Oasis.  The  dividend  in the amount of $0.5625 per share was
paid to all  preferred  shareholders  of record as of December 22,  1998.  Total
dividends  to  holders of  Preferred  Shares  from the date of the Oasis  Merger
through December 31, 1998 were $1.6875 per share. For the period from January 1,
1998 through the date of the Oasis Merger,  Oasis paid  dividends of $0.5625 per
share to preferred shareholders.

     Financial  Flexibility.  The Company concentrates its growth efforts toward
selective  development and acquisition  opportunities  in its core markets,  and
through  the  acquisition  of  existing  operating  portfolios  and  development
properties in selected new markets.  During 1998,  the Company  incurred  $193.2
million  in  development  costs and  $139.2  million in  acquisition  costs.  In
addition, Camden issued 12.4 million common shares, 4.2 million Preferred Shares
and assumed $484 million of indebtedness,  at fair value, to purchase Oasis. The
Company has announced plans to develop 14 additional  properties at an aggregate
cost of approximately  $400.1 million, of which $182.3 million had been incurred
through  December 31, 1998. The Company funds its  developments and acquisitions
through a combination of equity capital,  partnership units,  medium-term notes,
construction loans, other debt securities and the Unsecured Lines of Credit. The
Company  also  seeks  to  selectively  dispose  of  assets  that are not in core
markets,  have a lower  projected  net  operating  income  growth  rate than the
overall  portfolio,  or  no  longer  conform  to  the  Company's  operating  and
investment  strategies.  The $275.5 million in net proceeds  received from these
asset  disposals,  including  the  Third  Party  Transaction,  during  1998 were
reinvested in  acquisitions  and  developments,  used to retire debt and used to
repurchase the Company's common shares.

     The Company's Unsecured Lines of Credit mature July 1999 through July 2000.
Prior  to  maturity,   the  Company   intends  to  have  these  notes  extended,
renegotiated  or repaid.  The scheduled  interest  rates on the loans  currently
range  from  LIBOR  plus 95 basis  points to prime.  These  scheduled  rates are
subject to change as the Company's  credit  ratings  change.  Advances under the
Unsecured  Lines of Credit may be priced at the scheduled  rates, or the Company
may enter into bid rate loans ("Bid Rate  Loans")  with  participating  banks at
rates below the scheduled  rates.  These Bid Rate Loans have terms of six months
or less and may not  exceed the lesser of $75  million or the  remaining  amount
available under the Unsecured Lines of Credit. The Unsecured Lines of Credit are
subject to customary financial  covenants and limitations.  As an alternative to
its  Unsecured  Lines of Credit,  the Company  from time to time  borrows  using
competitively bid unsecured  short-term notes with lenders who may or may not be
a part of the Unsecured  Lines of Credit bank groups.  Such  borrowings  vary in
term and  pricing  and are  typically  priced  at  interest  rates  below  those
available under the Unsecured Lines of Credit.

     As a result of the Oasis  Merger,  the  Company  assumed  $228  million  in
conventional mortgage loans with interest rates currently ranging from 5 3/4% to
8 5/8%. As of December 31, 1998, $201 million of the conventional mortgage loans
assumed remained outstanding.

     In conjunction with the Oasis Merger, Camden assumed $150 million in senior
unsecured notes payable issued by Oasis in November 1996. These notes are due in
equal  increments in November 2001, 2003, 2006 and bear interest at annual rates
ranging from 6 3/4% to 7 1/4%, payable quarterly.

<PAGE>    60

     Proceeds from the Third Party  Transaction were used to reduce  outstanding
debt by $124  million,  including  $9.9  million of  existing  indebtedness  and
approximately  $114 million on the Unsecured  Lines of Credit,  and $112 million
was set  aside  into an  escrow  account  which  was used to  complete  tax-free
exchange property acquisitions,  retire debt and repurchase the Company's common
shares.

     In October  1998,  the Company  issued $102  million  principal  amounts of
senior   unsecured   notes  from  its  $196  million   medium-term   note  shelf
registration.  These fixed rate notes,  due in October 2000,  bear interest at a
weighted average rate of 7.19 %, payable  semiannually on March 15 and September
15. The net proceeds were used to liquidate the $75 million Reset Notes, pay off
certain  mortgage  notes  payable,  and reduce  indebtedness  incurred under the
Unsecured Lines of Credit.  At December 31, 1998, $69 million of the medium-term
note program remained unused.

     Subsequent to December 31, 1998, the Company issued $39.5 million principal
amounts of senior  unsecured notes from its $196 million  medium-term note shelf
registration.  These fixed rate notes, due in January 2002 through January 2009,
respectively,  bear  interest  at a  weighted  average  rate of  7.07%,  payable
semiannually  on January 15 and July 15.  The net  proceeds  were used to reduce
indebtedness outstanding under the Unsecured Lines of Credit.

     On February 23, 1999, the Operating Partnership issued $100 million of 8.5%
Series B Cumulative  Redeemable  Perpetual Preferred Units ("Preferred  Units").
The Preferred  Units are redeemable for cash by the Operating  Partnership on or
after  the  fifth  anniversary  of  issuance  at  par  plus  the  amount  of any
accumulated and unpaid distributions.  The Preferred Units are convertible after
10 years by the holder into  registered  preferred  shares of the  Company.  The
Preferred  Units are  subordinate  to present and future  debt of the  Operating
Partnership and the Company.

MARKET RISK

     The  Company  uses fixed and  floating  rate debt to finance  acquisitions,
developments and maturing debt. These transactions  expose the Company to market
risk related to changes in interest  rates.  Derivative  financial  instruments,
specifically interest rate swap agreements, are occasionally used to manage this
risk.  The Company  currently  has a $25 million  interest  rate swap  agreement
designated as a partial  hedge of floating  rate debt.  The swap is scheduled to
mature in July 2000, but the issuing bank has an option to extend this agreement
to July 2002.  The LIBOR rate is fixed at 6.1%,  resulting in a fixed rate equal
to 6.1% plus the actual LIBOR spread on the related indebtedness.  The Company's
policy as to the occasional use of derivative financial  instruments in managing
market risk  exposures is consistent  with the prior year and is not expected to
change  in  future  years.  The  Company  does  not  use  derivative   financial
instruments for trading purposes.

     For fixed rate debt, interest rate changes affect the fair market value but
do not impact net income to common shareholders or cash flows.  Conversely,  for
floating  rate debt,  interest  rate  changes  generally  do not affect the fair
market  value but do impact net income to common  shareholders  and cash  flows,
assuming other factors are held constant.

     At December 31, 1998,  after  adjusting for the effect of the interest rate
swap  agreement,  Camden had fixed rate debt of $781.3 million and floating rate
debt of $221.3 million.  Holding other variables constant (such as debt levels),
a one  percentage  point  variance in interest rates would change the unrealized
fair market value of the fixed rate debt by approximately  $30 million.  The net
income to common  shareholders  and cash flows impact on the next year resulting
from a one  percentage  point  variance in interest  rates on floating rate debt
would be approximately $2.2 million, holding all other variables constant.

<PAGE>    61

FUNDS FROM OPERATIONS

     Management  considers FFO to be an appropriate measure of performance of an
equity REIT. The National Association of Real Estate Investment Trusts currently
defines  FFO as net income  (computed  in  accordance  with  generally  accepted
accounting principles),  excluding gains (or losses) from debt restructuring and
sales of property,  plus real estate  depreciation and  amortization,  and after
adjustments for  unconsolidated  partnerships  and joint ventures.  In addition,
extraordinary or unusual items, along with significant non-recurring events that
materially distort the comparative  measure of FFO are typically  disregarded in
its calculation.  The Company's definition of FFO also assumes conversion at the
beginning  of the  period  of all  convertible  securities,  including  minority
interests, which are convertible into common equity.

     The Company  believes that in order to facilitate a clear  understanding of
the  consolidated  historical  operating  results of the Company,  FFO should be
examined  in  conjunction  with net  income  as  presented  in the  consolidated
financial  statements  and data  included  elsewhere in this report.  FFO is not
defined  by  generally  accepted  accounting  principles.   FFO  should  not  be
considered  as an  alternative  to net income as an  indication of the Company's
operating  performance  or to net cash  provided by  operating  activities  as a
measure of the Company's liquidity. Further, FFO as disclosed by other REITs may
not be comparable to the Company's calculation.  Camden's FFO for the year ended
December 31, 1998  increased  $62.2 million over 1997 primarily due to the Oasis
Merger,  the  Paragon  Acquisition,  property  acquisitions,   developments  and
improvements in the  performance of the stabilized  properties in the portfolio.
The calculation of FFO for the two years ended December 31, 1998 follows:

<TABLE>
<CAPTION>

                                                                               1998         1997
                                                                             ---------   ----------
(In thousands)
<S>                                                                          <C>         <C>    
Net income to common shareholders                                            $ 47,962    $  38,438  
Real estate depreciation                                                       76,740       43,769
Minority interests                                                              1,322        1,655
Real estate depreciation from unconsolidated ventures                           2,253          906
Interest on convertible subordinated debentures                                   317          670
Amortization of deferred costs on convertible debentures                           31           88
Preferred share dividends                                                       9,371
Gain on sales of properties                                                                (10,170)
Losses related to early retirement of debt                                                     397
                                                                             ---------   ----------
    Funds from operations                                                    $137,996    $  75,753
                                                                             =========   ==========
Weighted average number of common and common dilutive and
antidilutive equivalent shares outstanding                                     46,779       28,882

</TABLE>

RESULTS OF OPERATIONS

     Changes in revenues and expenses  related to the operating  properties from
period to period are primarily due to the Oasis Merger, the Paragon Acquisition,
property  acquisitions,  developments,  dispositions  and  improvements  in  the
performance of the stabilized  properties in the portfolio.  Where  appropriate,
comparisons are made on a dollars-per-weighted-average-apartment  homes basis in
order to adjust for such changes in the number of  apartment  homes owned during
each period.  Selected  weighted  average  revenues  and expenses per  operating
apartment home for the three years ended December 31, 1998 are as follows:

<TABLE>
<CAPTION>

                                                                                1998        1997         1996
                                                                            ------------ ----------- ------------
<S>                                                                         <C>          <C>         <C>  
Rental income per apartment home per month                                   $      591  $      535   $      508
Property operating and maintenance per apartment home per year               $    2,290  $    2,414   $    2,339
Real estate taxes per apartment home per year                                $      742  $      718   $      760
Weighted average number of operating apartment homes                             42,411      29,280       17,362

</TABLE>

<PAGE>    62

1998 COMPARED TO 1997

     The changes in operating results from 1997 to 1998 are primarily due to the
Oasis  Merger,   the  Paragon   Acquisition,   development  of  five  properties
aggregating   2,074  apartment   homes,  the  acquisition  of  seven  properties
containing 3,123 apartment  homes,  the disposition of 11 properties  containing
2,986 apartment homes and an increase in net operating  income  generated by the
stabilized  portfolio.  The weighted average number of apartment homes increased
by 13,131 apartment  homes, or 44.8%,  from 29,280 to 42,411 for the years ended
December 31, 1997 and 1998, respectively. Total operating properties were 97 and
126 at December 31, 1997 and 1998, respectively.  The weighted average number of
apartment homes and the operating properties exclude the impact of the Company's
ownership  interest in operating  properties and apartment  homes owned in joint
ventures.

     Rental income per apartment home per month  increased  $56, or 10.5%,  from
$535 to $591 for the years ended December 31, 1997 and 1998,  respectively.  The
increase was primarily due to increased  revenue growth from the stabilized real
estate  portfolio,  higher  average  rental  rates  on  properties  added to the
portfolio through the Oasis Merger, the seven acquired properties and completion
of new development properties.

     Other  property  income  increased  $8.6 million from $9.4 million to $18.1
million  for the years ended  December  31,  1997 and 1998,  respectively.  This
increase in other property  income was due to a larger number of apartment homes
owned and in operation and a $2.9 million increase from new revenue sources such
as telephone, cable and water.

     Property operating and maintenance  expenses increased $26.5 million,  from
$70.7 million to $97.1  million,  but  decreased as a percent of total  property
income  from  35.8% to 30.5% for the years  ended  December  31,  1997 and 1998,
respectively.  The Company's  operating  expense ratios decreased from the prior
year primarily as a result of operating  efficiencies resulting from operating a
larger portfolio and the impact of the Company's April 1, 1998 adoption of a new
accounting  policy,  whereby  expenditures for carpet,  appliances and HVAC unit
replacements  are  expensed  in the first  five years of a  property's  life and
capitalized  thereafter.  Prior to the adoption of this policy,  the Company had
been expensing  these costs.  Had this policy change not been adopted,  the 1998
operating expense ratio would have been 32.0%.

     Real estate  taxes  increased  $10.4  million  from $21.0  million to $31.5
million for the years ended  December  31,  1997 and 1998,  respectively,  which
represents an annual  increase of $24 per apartment  home. Real estate taxes per
apartment  home have  increased due to increases in the valuations of renovated,
acquired and developed  properties,  and  increases in property tax rates.  This
increase per apartment home was partially  offset by lower property taxes in the
portfolio added through the Oasis Merger.

     General and administrative  expenses increased from $4.4 million in 1997 to
$8.0 million in 1998,  and increased as a percent of revenues from 2.2% to 2.5%.
The general and administrative  expense ratio increase is mainly attributable to
the  impact  of the  Company's  March 20,  1998  adoption  of Issue  No.  97-11,
Accounting  for Internal Costs  Relating to Real Estate  Property  Acquisitions,
discussed in Note 2 in the Company's  consolidated  financial statements,  which
was  partially  offset  by  efficiencies   resulting  from  operating  a  larger
portfolio.

     Interest  expense  increased from $28.5 million in 1997 to $50.5 million in
1998 due to  increased  indebtedness  related to the Oasis  Merger,  the Paragon
Acquisition, completed developments, renovations and property acquisitions. This
increase was partially  offset by reductions  in average  interest  rates on the
Company's  debt,  the equity  offering  that  occurred in July 1997 and property
dispositions.  Interest  capitalized  was $9.9  million and $3.3 million for the
years ended December 31, 1998 and 1997, respectively.

     Depreciation  and  amortization  increased  from  $44.8  million  to  $78.1
million.  This  increase  was due  primarily  to the Oasis  Merger,  the Paragon
Acquisition, developments, renovations and property acquisitions.

     Gain on sales of  properties  decreased  $10.2  million due to the December
1997 disposition of four properties containing 1,400 apartment homes.
Dispositions in 1998 resulted in no book gain or loss.

<PAGE>    63

1997 COMPARED TO 1996

     The changes in operating results from 1996 to 1997 are primarily due to the
Paragon Acquisition,  development of ten properties  aggregating 3,823 apartment
homes,  and an increase in net  operating  income  generated  by the  stabilized
portfolio.  The weighted  average number of apartment  homes increased by 11,918
apartment  homes,  or 68.6%,  from 17,362 to 29,280 for the years ended December
31, 1996 and 1997,  respectively.  Total operating  properties were 48 and 97 at
December 31, 1996 and 1997, respectively.  The 29,280 weighted average apartment
homes and the 97  operating  properties  exclude  the  impact  of the  Company's
ownership  interest in 1,264 apartment homes on three  properties owned in joint
ventures.

     Rental income per apartment  home per month  increased  $27, or 5.3%,  from
$508 to $535 for the years ended December 31, 1996 and 1997,  respectively.  The
increase was primarily due to increased  revenue growth from the stabilized real
estate  portfolio,  higher  average  rental  rates  on  properties  added to the
portfolio  through the Paragon  Acquisition  and  completion of new  development
properties.

     Other  property  income  increased  $5.0  million from $4.5 million to $9.4
million  for the years ended  December  31,  1996 and 1997,  respectively.  This
increase in other property  income was due to a larger number of apartment homes
owned and in operation and a $2.2 million increase from new revenue sources such
as telephone, cable and water.

     Property operating and maintenance  expenses increased $30.1 million,  from
$40.6 million to $70.7  million,  but  decreased as a percent of total  property
income  from  36.8% to 35.8% for the years  ended  December  31,  1996 and 1997,
respectively.  The Company's  operating  expense ratios decreased from the prior
year primarily as a result of operating  efficiencies resulting from operating a
larger portfolio together with savings in utilities and other costs.

     Real  estate  taxes  increased  $7.8  million  from $13.2  million to $21.0
million for the years ended  December  31,  1996 and 1997,  respectively,  which
represents an annual  decrease of $42 per apartment  home. Real estate taxes per
apartment  home have  decreased  due to lower  property  taxes for the Company's
properties  outside of Texas.  This  decrease per  apartment  home was offset by
increases in the valuations of renovated, acquired and developed properties, and
increases in property tax rates.

     General and administrative  expenses increased from $2.6 million in 1996 to
$4.4 million in 1997, and decreased  slightly as a percent of revenues from 2.4%
to 2.2%.

     Interest  expense  increased from $17.3 million in 1996 to $28.5 million in
1997 due to increased indebtedness related to the Paragon Acquisition, completed
developments and  renovations.  This increase was partially offset by reductions
in average  interest  rates on the  Company's  debt and an equity  offering that
occurred in July 1997.  Interest  capitalized  was $3.3 million and $4.1 million
for the years ended December 31, 1997 and 1996, respectively.

     Depreciation and amortization increased from $23.9 million to $44.8 million
primarily due to the Paragon Acquisition, developments and renovations.

     Gain on sales of  properties  increased  $10.2  million  due to the gain on
disposition of four  properties  containing  1,400  apartment  homes in December
1997.

INFLATION

     The Company leases  apartments under lease terms generally ranging from six
to thirteen  months.  Management  believes that such short-term  lease contracts
lessen the impact of  inflation  due to the  ability to adjust  rental  rates to
market levels as leases expire.

<PAGE>    64

YEAR 2000 CONVERSION

     Camden has  recognized  the need to ensure that its computer  equipment and
software  ("computer  systems"),  other  equipment  and  operations  will not be
adversely impacted by the change to the calendar Year 2000. As such, the Company
has taken steps to identify and resolve  potential areas of risk by implementing
a  comprehensive  Year 2000 action  plan.  The plan is divided into four phases:
identification, assessment, notification/certification,  and testing/contingency
plan development;  and includes three major elements:  computer  systems,  other
equipment and third parties. The Company is on the fourth phase for its computer
systems, and the third phase for its other equipment and third party services.

     The  Company  believes  that the Year 2000 issue will not pose  significant
operating  problems for the Company's  computer  systems,  since the significant
computer  equipment  and  software  products  the Company  utilizes  are already
compliant  and are being  converted  or  modified  by March 31,  1999 as part of
system upgrades  unrelated to the Year 2000 issue. The Company is in the process
of developing a contingency  plan which will permit its primary computer systems
operations to continue if the testing of such conversions and  modifications are
not completed by March 31, 1999.

     The total  cost to the  Company of  addressing  the Year 2000  issues  with
respect to its own computer systems,  other equipment and operations is expected
to be  minimal  because  the  Company is not  performing  its  computer  systems
upgrades  and  conversions  to address the Year 2000 issues.  Additionally,  the
majority of Year 2000 issues are being  addressed  by use of internal  resources
and the  Company  does not  separately  track  such  internal  costs  which  are
principally  payroll and related costs. The Company's minimal cost estimate does
not  include  time and costs that may be  incurred by the Company as a result of
the failure of any third parties to become Year 2000 ready or costs to implement
any contingency plans.

     The Company is communicating with its key third party service providers and
vendors,  including those who have previously sold equipment to the Company,  to
obtain  information and compliance  certificates,  if possible,  regarding their
state of readiness with respect to the Year 2000 issue. Failure of certain third
parties to remediate Year 2000 issues affecting their respective businesses on a
timely  basis,  or  to  implement   contingency   plans   sufficient  to  permit
uninterrupted  continuation  of their  businesses  in the event of a failure  of
their systems,  could have a material  adverse impact on the Company's  business
and results of operations.  However,  failure of third parties to remediate Year
2000 issues  affecting  the  Company's  previously  purchased  equipment  is not
expected to have a material adverse impact on the Company's  business or results
of  operations.  Final  determination  of third  party  Year 2000  readiness  is
expected  to be  substantially  complete  in early  1999,  however,  none of the
responses  received  from third party  service  providers as of January 26, 1999
have  indicated  any  problem  with  bringing  their  services  into  Year  2000
compliance.  The Company  intends to continue  to monitor the  progress  made by
third  parties,  test  critical  system  interfaces  and  formulate  appropriate
contingency  and  business  continuation  plans to address  third  party  issues
identified through its evaluations and assessments.

     The Company  presently  believes that the most reasonably likely worst case
scenario  with  respect to the Year 2000  issues is the  failure of third  party
service  providers,  including  utility suppliers and banks, to become Year 2000
compliant.  This could  result in  interruptions  in services  to the  Company's
apartment  communities  for a period  of time and  could  adversely  affect  the
Company's  access to credit and money markets  which,  in turn,  could result in
loss of normal  operating  capacity by the Company.  If the  Company's  computer
systems  completely  fail,  the  Company  would  be  able to  continue  affected
functions  either  manually or through  non-Year  2000  compliant  systems.  The
Company  does  not  believe  that  the  increased  costs  associated  with  such
interruptions could exceed $1 million.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting for
Derivative Instruments and Hedging Activities, which requires recognition of all
derivatives  as either assets or  liabilities  in the financial  statements  and
measurement of those  instruments  at fair value.  SFAS No. 133 is effective for
all periods  beginning  after June 15, 1999.  Management is evaluating  what, if
any, effect on the Company's  consolidated  financial statements will occur upon
the implementation of SFAS No. 133.

<PAGE>    65

INDEPENDENT AUDITORS' REPORT


To the Shareholders of Camden Property Trust

We have audited the accompanying  consolidated balance sheets of Camden Property
Trust as of December 31, 1998 and 1997, and the related consolidated  statements
of operations,  shareholders'  equity and cash flows for each of the three years
in the period ended  December  31,  1998.  These  financial  statements  are the
responsibility of the management of Camden Property Trust. Our responsibility is
to express an opinion on the financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial position of Camden Property Trust at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years in the period  ended  December  31, 1998 in  conformity  with
generally accepted accounting principles.


DELOITTE & TOUCHE LLP

Houston, Texas
January 26,  1999  (except  for  Notes  3, 6, 11 and 12 as to which  the date is
   February 23, 1999)

<PAGE>    66

                              CAMDEN PROPERTY TRUST
                          CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                                            December 31,
                                                                                    ------------------------------
                                                                                         1998           1997
                                                                                    -------------- ---------------
<S>                                                                                 <C>            <C>    
Assets
Real estate assets, at cost
   Land                                                                             $     321,752  $     182,909
   Buildings and improvements                                                           1,917,026      1,155,335
                                                                                    -------------- --------------
                                                                                        2,238,778      1,338,244
   Less: accumulated depreciation                                                        (167,560)       (94,665)
                                                                                    -------------- --------------
      Net operating real estate assets                                                  2,071,218      1,243,579
   Properties under development, including land                                           216,680         43,805
   Investment in joint ventures                                                            32,484         15,089
                                                                                    -------------- --------------
                                                                                        2,320,382      1,302,473

Accounts receivable - affiliates                                                              831            950
Notes receivable - affiliates                                                               1,800          1,796
Other assets, net                                                                          15,036          7,885
Cash and cash equivalents                                                                   5,647          6,468
Restricted cash-- escrow deposits                                                           4,286          4,048
                                                                                    -------------- --------------
          Total assets                                                              $   2,347,982  $   1,323,620
                                                                                    ============== ==============

Liabilities and Shareholders' Equity
Liabilities
   Notes payable:
      Unsecured                                                                     $     632,923  $     316,941
      Secured                                                                             369,645        163,813
   Accounts payable                                                                        24,180         13,698
   Accrued real estate taxes                                                               21,474         16,568
   Accrued expenses and other liabilities                                                  28,278         15,881
   Distributions payable                                                                   25,735         16,805
                                                                                    -------------- --------------
          Total liabilities                                                             1,102,235        543,706

Minority Interests                                                                         71,783         63,325
7.33% Convertible Subordinated Debentures                                                   3,576          6,025

Shareholders' Equity
  Preferred shares of beneficial interest; $2.25 Series A Cumulative Convertible,              
     $0.01 par value per share, liquidation preference of $25 per share, 10,000
     shares authorized, 4,165 issued and outstanding at December 31, 1998                      42
  Common  shares of  beneficial  interest;  $0.01 par value per  share;  100,000
     shares authorized; 45,123 and 31,954 issued at
     December 31, 1998 and 1997, respectively                                                  447            317
  Additional paid-in capital                                                            1,299,539        780,738
  Distributions in excess of net income                                                   (98,897)       (63,526)
  Unearned restricted share awards                                                        (10,039)        (6,965)
  Less: treasury shares, at cost               `                                          (20,704)
                                                                                    -------------- --------------
          Total shareholders' equity                                                    1,170,388        710,564
                                                                                    -------------- --------------
          Total liabilities and shareholders' equity                                $   2,347,982  $   1,323,620
                                                                                    ============== ==============
</TABLE>

                 See Notes to Consolidated Financial Statements.

<PAGE>    67

                              CAMDEN PROPERTY TRUST
                      CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                                        -----------------------------------------
                                                                           1998           1997           1996
                                                                        -----------    -----------    -----------
<S>                                                                     <C>            <C>            <C> 
REVENUES
  Rental income                                                         $  300,632     $  187,928     $  105,785
  Other property income                                                     18,093          9,446          4,453
                                                                        -----------    -----------    -----------
     Total property income                                                 318,725        197,374        110,238
  Equity in income of joint ventures                                         1,312          1,141
  Fee and asset management                                                   1,552            743            949
  Other income                                                               2,250            531            419
                                                                        -----------    -----------    -----------
     Total revenues                                                        323,839        199,789        111,606
                                                                        -----------    -----------    -----------

EXPENSES
  Property operating and maintenance                                        97,137         70,679         40,604
  Real estate taxes                                                         31,469         21,028         13,192
  General and administrative                                                 7,998          4,389          2,631
  Interest                                                                  50,467         28,537         17,336
  Depreciation and amortization                                             78,113         44,836         23,894
                                                                        -----------    -----------    -----------
     Total expenses                                                        265,184        169,469         97,657
                                                                        -----------    -----------    -----------

INCOME BEFORE GAIN ON SALES OF PROPERTIES, LOSSES RELATED TO EARLY          
  RETIREMENT OF DEBT AND MINORITY INTERESTS                                 58,655         30,320         13,949
GAIN ON SALES OF PROPERTIES                                                                10,170            115
LOSSES RELATED TO EARLY RETIREMENT OF DEBT                                                   (397)        (5,351)
                                                                        -----------    -----------    -----------
INCOME BEFORE MINORITY INTERESTS                                            58,655         40,093          8,713
MINORITY INTERESTS                                                          (1,322)        (1,655)
                                                                        -----------    -----------    -----------
NET INCOME                                                                  57,333         38,438          8,713
PREFERRED SHARE DIVIDENDS                                                   (9,371)                           (4)
                                                                        -----------    -----------    -----------
NET INCOME TO COMMON SHAREHOLDERS                                       $   47,962     $   38,438     $    8,709
                                                                        ===========    ===========    ===========

BASIC EARNINGS PER SHARE                                                $     1.16     $     1.46     $     0.59
DILUTED EARNINGS PER SHARE                                              $     1.12     $     1.41     $     0.58

DISTRIBUTIONS DECLARED PER COMMON SHARE                                 $     2.02     $     1.96     $     1.90

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                        41,174         26,257         14,849
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON DILUTIVE                      
  EQUIVALENT SHARES OUTSTANDING                                             44,183         28,356         14,979

</TABLE>
                 See Notes to Consolidated Financial Statements.

<PAGE>    68

                              CAMDEN PROPERTY TRUST
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                           Preferred    Common                                 Unearned      
                                                           Shares of   Shares of   Additional  Distributions  Restricted
                                                           Beneficial  Beneficial   Paid-In    in Excess of      Share     Treasury 
                                                            Interest    Interest    Capital     Net Income       Awards     Shares
                                                           ----------  ----------  ----------  -------------  -----------  --------
<S>                                                        <C>         <C>           <C>       <C>            <C>          <C>
SHAREHOLDERS' EQUITY, JANUARY 1, 1996                      $           $   145     $  299,808   $  (29,625)    $  (2,499)   $

   Net income to common shareholders                                                                 8,709
   Public offering of 1,090 common shares                                   11         27,580
   Common shares issued under dividend reinvestment plan                                   31
   Conversion of debentures                                                  6         15,814
   Restricted shares issued under benefit plan (82 shares)                   1          2,074                     (1,062)
   Common share options exercised (71 shares)                                1          1,272
   Conversion of preferred shares                                            1          1,952
   Other                                                                                 (192)
   Cash distributions ($1.90 per share)                                                            (28,599)
                                                           ----------  ----------  ----------  -------------  -----------  ---------
SHAREHOLDERS' EQUITY, DECEMBER 31, 1996                                    165        348,339      (49,515)       (3,561)
                                                           ----------  ----------  ----------  -------------  -----------  ---------
   Net income to common shareholders                                                                38,438
   Common shares issued in Paragon Acquisition (9,466 shares)               95        262,275
   Public offering of 4,830 common shares                                   48        142,579
   Common shares issued under dividend reinvestment plan                                   38
   Conversion of debentures                                                  9         21,061
   Restricted shares issued under benefit plan (194 shares)                  2          5,519                     (3,407)
   Restricted shares placed into Rabbi Trust (261 shares)                   (3)                                        3
   Common share options exercised (33 shares)                                1            773
   Conversion of Operating Partnership units                                              154
   Cash distributions ($1.96 per share)                                                            (52,449)
                                                           ----------  ----------  ----------  -------------  -----------  ---------
SHAREHOLDERS' EQUITY, DECEMBER 31, 1997                                    317        780,738      (63,526)       (6,965)
                                                           ----------  ----------  ----------  -------------  -----------  ---------
   Net income to common shareholders                                                                47,962
   Common shares issued in Oasis Merger (12,393 shares)                    124        395,404
   Preferred shares issued in Oasis Merger (4,165 shares)        42                   104,083
   Common shares issued under dividend reinvestment plan                                   35
   Conversion of debentures                                                  1          2,408
   Restricted shares issued (232 shares)                                     2          6,675                     (3,076)
   Employee Stock Purchase Plan                                                          (136)
   Restricted shares placed into Rabbi Trust (236 shares)                   (2)                                        2
   Common share options exercised (82 shares)                                1            428
   Conversion of Operating Partnership units                                 4          9,904
   Repurchase of common shares (801 shares)                                                                                (20,704)
   Cash distributions ($2.02 per share)                                                            (83,333)
                                                           ---------  -----------  -----------  ------------  ----------- ----------
SHAREHOLDERS' EQUITY, DECEMBER 31, 1998                    $     42   $    447     $1,299,539    $ (98,897)   $  (10,039) $(20,704)
                                                           =========  ===========  ===========   ==========   =========== ==========
</TABLE>

                See Notes to Consolidated Financial Statements.

<PAGE>    69

                             CAMDEN PROPERTY TRUST
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
<TABLE>
<CAPTION>
                                                                                              Year Ended December 31,
                                                                                        ------------------------------------
                                                                                           1998        1997         1996
                                                                                        ----------- ----------- ------------
<S>                                                                                     <C>          <C>        <C>
Cash Flow from Operating Activities
  Net income                                                                            $   57,333  $   38,438   $    8,713
  Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                           78,113      44,836       23,894
    Equity in income of joint ventures, net of cash received                                 1,278         929
    Gain on sales of properties                                                                        (10,170)        (115)
    Losses related to early retirement of debt                                                             397        5,351
    Minority interests                                                                       1,322       1,655
    Accretion of discount on unsecured notes payable                                           169         142           72
    Net change in operating accounts                                                           204     (10,253)       3,352
                                                                                        ----------- ----------- ------------
          Net cash provided by operating activities                                        138,419      65,974       41,267

Cash Flow from Investing Activities
    Cash of Oasis and Paragon at acquisition                                                 7,253       9,847
    Net proceeds from Third Party Transaction                                              226,128
    Increase in real estate assets                                                        (335,567)   (133,206)     (71,288)
    Net proceeds from sales of properties                                                   42,513      37,826       29,794
    Net proceeds from sale of joint venture                                                  6,841
    Increase in investment in joint ventures                                                (4,922)
    Decrease in investment in joint ventures                                                 1,478       4,624
    Net decrease (increase) in affiliate notes receivable                                    5,389       7,749          (73)
    Other                                                                                   (4,126)       (549)        (130)
                                                                                         ----------- ----------- ------------
          Net cash used in investing activities                                            (55,013)    (73,709)     (41,697)

Cash Flow from Financing Activities
    Net increase (decrease) in unsecured lines of credit and short-term borrowings         146,792      31,000     (110,783)
    Debt repayments from Third Party Transaction                                          (114,248)
    Proceeds from notes payable                                                            152,600     100,000      181,048
    Repayment of notes payable                                                            (160,225)   (206,097)     (61,614)
    Proceeds from issuance of common shares                                                            142,627       27,591
    Distributions to shareholders and minority interests                                   (89,115)    (55,514)     (27,457)
    Repurchase of common shares                                                            (20,704)
    Payment of loan costs                                                                   (1,430)       (988)      (2,253)
    Losses related to early retirement of debt                                                            (397)      (5,351)
    Other                                                                                    2,103       1,206        1,379
                                                                                         ----------- ----------- -----------
          Net cash (used in) provided by financing activities                              (84,227)     11,837        2,560
                                                                                         ----------- ----------- -----------
          Net (decrease) increase in cash and cash equivalents                                (821)      4,102        2,130
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                               6,468       2,366          236
                                                                                         ----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                 $   5,647  $    6,468       $2,366
                                                                                         =========== =========== ===========
</TABLE>

<PAGE>    70
                            CAMDEN PROPERTY TRUST
                     CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(In thousands)
<TABLE>
<CAPTION>
                                                                                              Year Ended December 31,
                                                                                        ------------------------------------
                                                                                           1998        1997         1996
                                                                                        ----------- ----------- ------------
<S>                                                                                     <C>          <C>        <C>
Supplemental Information
    Cash paid for interest, net of interest capitalized                                  $   51,574  $   27,155   $   15,585
    Interest capitalized                                                                 $    9,929  $    3,338   $    4,129

Supplemental Schedule of Noncash Investing and Financing Activities
    Acquisition of Oasis (including the Third Party Transaction) and Paragon, net
       of cash acquired:
          Fair value of assets acquired                                                  $  793,513  $  650,634
          Liabilities assumed                                                               505,721     332,839
          Common shares issued                                                              395,528     262,370
          Preferred shares issued                                                           104,125
          Fair value of minority interest                                                    21,520      65,272
    Notes payable assumed upon purchase of properties                                    $   22,424  $   16,022
    Conversion of 7.33% subordinated debentures to common shares, net                    $    2,409  $   21,070   $   15,820
    Value of shares issued under benefit plans, net                                      $    6,821  $    5,372   $    2,449
    Conversion of preferred shares and dividends                                                                  $    1,953

</TABLE>
                 See Notes to Consolidated Financial Statements.


<PAGE>    71

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BUSINESS

     Camden  Property  Trust  ("Camden"  or the  "Company")  is a  Houston-based
self-administered   and  self-managed  real  estate  investment  trust  ("REIT")
organized  on May 25,  1993.  Camden  and its  subsidiaries  report  as a single
business  segment,  with  activities  related  to  the  ownership,  development,
acquisition,  management,  marketing and  disposition of  multifamily  apartment
communities  in the  Southwest,  Southeast,  Midwest and Western  regions of the
United States. As of December 31, 1998, the Company owned interests in, operated
or was developing 163 multifamily  properties  containing 56,968 apartment homes
located  in  nine  states.  Fourteen  of the  Company's  multifamily  properties
containing  5,658 apartment  homes were under  development at December 31, 1998.
The  Company  has  several  additional  sites  which it intends to develop  into
multifamily apartment communities.

     Acquisition  of Oasis  Residential,  Inc.  On April 8,  1998,  the  Company
acquired through a tax-free merger (the "Oasis Merger"), Oasis Residential, Inc.
("Oasis"),  a publicly traded Las Vegas-based  multifamily REIT. The acquisition
increased  the  size  of the  Company's  portfolio  from  100  to 152  completed
multifamily properties, and from 34,669 to 50,183 apartment homes at the date of
acquisition.  Upon completion of ten properties under development at the date of
acquisition,  the Company's  portfolio would have increased to 54,314  apartment
homes in 162  properties.  As provided in the Plan of Merger dated  December 16,
1997, as amended,  each of the shares of Oasis common stock outstanding on April
8, 1998 was exchanged for 0.759 share of the Company's common shares. Each share
of Oasis Series A cumulative  convertible  preferred stock (the "Oasis Preferred
Stock")  outstanding  on  April 8,  1998 was  reissued  as one  Camden  Series A
Cumulative  Convertible  Preferred Share (the "Preferred Shares") with terms and
conditions  comparable to the Oasis  Preferred  Stock.  The Company  issued 12.4
million  common  shares and 4.2 million  Preferred  Shares in  exchange  for the
outstanding   Oasis  common  stock  and  outstanding   Oasis  Preferred   Stock,
respectively.  Approximately  $484  million of Oasis debt,  at fair  value,  was
assumed in the merger.  In connection  with the Oasis  Merger,  the Company also
acquired the managing  member interest in Oasis  Martinique,  LLC. The remaining
interests (the "Martinique  Units") are exchangeable  into 672,490 common shares
and are  accounted  for as a minority  interest.  In  connection  with the Oasis
Merger,  Camden  disclosed  its  intentions  of  entering  into a joint  venture
investment (the "Joint  Venture") in order to transfer into the Joint Venture 19
apartment communities containing 5,119 apartment homes located in Las Vegas (the
"Third Party Transaction").

     On June 30, 1998, the Company  completed the Third Party Transaction for an
aggregate of $248 million with a private limited  liability company (the "LLC").
The Company  retained a 20% interest in the LLC, which is included in investment
in joint ventures.  The Third Party Transaction was funded with capital invested
by the LLC  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. The LLC assumed the $190 million of treasury
locks which Camden had entered into during the first  quarter of 1998 as a hedge
against  interest rate exposure for the LLC. The treasury  locks were unwound by
the LLC  simultaneously  with the  completion of the funding for the Third Party
Transaction.  Camden used the net proceeds from the Third Party  Transaction  to
reduce outstanding debt by $124 million,  including the $9.9 million of existing
indebtedness  noted above,  and set aside $112  million  into an escrow  account
which was used to complete tax-free exchange property acquisitions,  retire debt
and  repurchase  the  Company's  common shares  pursuant to the Company's  share
repurchase  program.  No book gain or loss was recorded by Camden as a result of
the Third Party  Transaction.  Camden continues to provide  property  management
services for these assets.

<PAGE>    72

     The Oasis Merger has been recorded under the purchase method of accounting.
In accordance with generally accepted accounting principles,  the purchase price
was allocated to the net assets  acquired based on their  estimated fair values.
No goodwill  was recorded in this  transaction.  The  accompanying  consolidated
financial  statements  include the  operations of Oasis since April 1, 1998, the
effective date of the Oasis Merger for accounting purposes.  Pro forma unaudited
consolidated  operating  results of the Company for the years ended December 31,
1998 and 1997,  assuming  that the Oasis Merger and the Third Party  Transaction
had occurred as of January 1, 1997, are summarized  below (in thousands,  except
per share amounts):

                                                              Year Ended
                                                             December 31,
                                                   -----------------------------
                                                       1998            1997
                                                   -------------  --------------
Total revenues                                     $    337,868   $     282,274
Net income to common shareholders                  $     51,440   $      59,181
Basic earnings per share                           $       1.16   $        1.53
Diluted earnings per share                         $       1.10   $        1.49

     These pro forma  results do not purport to be  indicative of the results of
operations which actually would have resulted had the Oasis Merger and the Third
Party Transaction been completed on the date indicated, nor are they necessarily
indicative of future operations.

     Acquisition of Paragon Group,  Inc. On April 15, 1997, the Company acquired
through a tax-free  merger,  Paragon  Group,  Inc.  ("Paragon"),  a Dallas-based
multifamily REIT. The acquisition  increased the size of the Company's portfolio
from 53 to 103 multifamily properties, and from 19,389 to 35,364 apartment homes
(the "Paragon  Acquisition").  Each share of Paragon common stock outstanding on
April 15, 1997 was exchanged for 0.64 shares of the Company's common shares. The
Company issued 9.5 million shares in exchange for all of the outstanding  shares
of Paragon common stock and 2.4 million limited  partnership  units ("OP Units")
in  Camden   Operating,   L.P.  (the   "Operating   Partnership")   and  assumed
approximately  $296 million of Paragon debt, at fair value,  in connection  with
the Paragon  Acquisition.  The accompanying  consolidated  financial  statements
include the operations of Paragon since April 1, 1997, the effective date of the
Paragon Acquisition for accounting purposes.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles  of  Consolidation.  The  consolidated  financial  statements of
Camden include the assets, liabilities, and operations of the parent company and
its wholly-owned  subsidiaries and partnerships in which its aggregate ownership
is greater than 50%.  Those entities owned less than 50% are accounted for using
the equity method. All significant  intercompany  accounts and transactions have
been eliminated in  consolidation.  The  preparation of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  at the date of the  financial  statements,  results  of  operations
during the  reporting  periods and related  disclosures.  Actual  results  could
differ from those estimates.

     Operating   Partnership.   Approximately  29.0%  of  Camden's   multifamily
apartment  units at December 31, 1998, are held in the Operating  Partnership of
which Camden holds 81.56% interest and the sole 1% general partner interest. The
remaining  17.44%  of the  Operating  Partnership  interests  are held by former
officers,  directors and investors in Paragon,  who collectively owned 2,000,109
OP  Units  at  December  31,  1998.   Minority  interests  in  the  accompanying
consolidated  financial  statements  relate to holders of these OP Units and the
Martinique  Units described in Note 1. Each OP Unit is redeemable for one common
share of Camden or cash at the election of the Company.  Holders of OP Units are
not entitled to rights as  shareholders  of the Company  prior to  redemption of
their OP Units.  No member of the  Company's  management  team owns OP Units and
only two of the eight Trust Managers of the Company own OP Units.

<PAGE>    73

     Cash  and  Cash  Equivalents.  All cash  and  investments  in money  market
accounts  and other  securities  with a maturity  of three  months or less,  are
considered to be cash and cash equivalents.

     Restricted Cash. Restricted cash mainly consists of escrow deposits held by
lenders for property taxes,  insurance and replacement  reserves.  Substantially
all restricted cash is invested in short-term securities.

     Real Estate  Assets,  at Cost.  Real estate assets are carried at cost plus
capitalized carrying charges.  Expenditures directly related to the development,
acquisition,  and  improvement  of real  estate  assets,  excluding  those costs
prohibited by EITF 97-11 described in the New Accounting Pronouncements section,
are capitalized at cost as land,  buildings and  improvements.  All construction
and  carrying  costs  are  capitalized  and  reported  on the  balance  sheet in
"Projects  under  development,  including  land" until such apartment  homes are
completed.  Upon  completion of each building of the project,  the total cost of
that building and the  associated  land is  transferred to "Land" and "Buildings
and  improvements"  and the assets are depreciated  over their estimated  useful
lives  using the  straight  line  method of  depreciation.  Upon  achieving  90%
occupancy, or one year from opening the leasing office,  whichever occurs first,
all apartment  homes are considered  operating and the Company begins  expensing
all items that were previously considered as carrying costs.

     If there is an event or change in  circumstance  that indicates a potential
impairment in the value of a property has occurred,  the Company's  policy is to
assess any  potential  impairment  by making a  comparison  of the  current  and
projected operating cash flows for such property over its remaining useful life,
on an  undiscounted  basis,  to the  carrying  amount of the  property.  If such
carrying amounts are in excess of the estimated  projected  operating cash flows
of the property, the Company would recognize an impairment loss equivalent to an
amount  required  to adjust the  carrying  amount to its  estimated  fair market
value.

     The Company  capitalized  $26.1 million and $13.3 million in 1998 and 1997,
respectively,  of renovation and  improvement  costs which extended the economic
lives and enhanced the earnings of its multifamily properties. If the accounting
policy  described  below had been  adopted as of January  1, 1997,  the  amounts
capitalized  for 1998 and 1997 would have  increased to $27.2  million and $17.4
million, respectively.

     Effective  April 1,  1998,  the  Company  implemented  prospectively  a new
accounting  policy  whereby  expenditures  for carpet,  appliances and HVAC unit
replacements  are capitalized and depreciated over their estimated useful lives.
Previously,  all such replacements had been expensed.  The Company believes that
the newly adopted  accounting  policy is  preferable  as it is  consistent  with
standards  and  practices  utilized by the majority of the  Company's  peers and
provides  a  better  matching  of  expenses  with  the  related  benefit  of the
expenditure.  The change in accounting  principle is inseparable from the effect
of the change in  accounting  estimate and is  therefore  treated as a change in
accounting estimate. See New Accounting Pronouncements section for the effect of
this change and the  Company's  adoption of a new  accounting  pronouncement  on
Camden's financial results for the nine months ended December 31, 1998.

     Carrying charges,  principally interest and ad valorem taxes, of land under
development and buildings under construction are capitalized as part of projects
under development and buildings and improvements to the extent that such charges
do not cause the carrying value of the asset to exceed its net realizable value.
Capitalized  interest  was $9.9  million in 1998,  $3.3 million in 1997 and $4.1
million  in 1996.  Capitalized  ad  valorem  taxes  were $1.4  million  in 1998,
$557,000 in 1997 and $617,000 in 1996.

     All  buildings  and  improvements  are  depreciated  over  their  remaining
estimated useful lives of 10 to 35 years using the straight line method. Capital
improvements  subsequent to the initial  renovation  period are depreciated over
their expected useful lives of 3 to 15 years using the straight line method.

<PAGE>    74

     Other Assets,  Net.  Other assets are amortized over the lives of the asset
or the  terms  of the  related  debt  on the  straight  line  method.  Leasehold
improvements  and equipment are depreciated on the straight line method over the
shorter of the expected useful lives or the lease terms which range from 3 to 10
years.  Accumulated  depreciation  and amortization was $4.1 million in 1998 and
$2.9  million  in  1997  for  other  assets,   deferred   financing,   leasehold
improvements and equipment.

     Interest Rate Swap  Agreements.  The differential to be paid or received on
interest  rate swap  agreements  is  accrued  as  interest  rates  change and is
recognized  over  the life of the  agreements  as an  increase  or  decrease  in
interest  expense.  The  Company  does not use  these  instruments  for  trading
purposes,  rather it uses them to hedge the impact of interest rate fluctuations
on floating rate debt.

     Income Recognition.  Rental, other property income,  interest and all other
sources of income are recognized as earned.

     Rental  Operations.  Camden owns and operates  multifamily  apartment homes
that are rented to residents on lease terms ranging from six to thirteen months,
with monthly payments due in advance. None of the properties are subject to rent
control or rent stabilization.  Operations of apartment  properties acquired are
recorded from the date of acquisition in accordance  with the purchase method of
accounting.  All operating  expenses,  excluding  depreciation,  associated with
occupied apartment homes for properties in the development and leasing phase are
expensed  against  revenues  generated by those  apartment  homes as they become
occupied. In management's opinion, due to the number of residents,  the type and
diversity of  submarkets in which the  properties  operate,  and the  collection
terms, there is no concentration of credit risk.

     Income  Taxes and  Distributions.  Camden  has  maintained  and  intends to
maintain  its election as a REIT under the  Internal  Revenue  Code of 1986,  as
amended.  As a result,  the  Company  generally  will not be  subject to federal
taxation  to the extent it  distributes  95% of its REIT  taxable  income to its
shareholders and satisfies certain other requirements. Accordingly, no provision
for federal  income  taxes has been  included in the  accompanying  consolidated
financial statements.

     Taxable income differs from net income for financial reporting purposes due
principally  to the timing of the  recognition  of  depreciation  expense.  This
difference is primarily due to the  difference in the book/tax basis of the real
estate assets and the differing  methods of depreciation and useful lives of the
assets.  During 1998, book depreciation expense exceeded the amount reported for
tax  purposes  by $19.3  million.  As a  result  of  these  cumulative  book/tax
differences,  the net book basis of the Company's real estate assets exceeds its
net tax basis by $344 million at December 31,  1998.  At December 31, 1997,  the
net book basis exceeded the net tax basis by $85 million.

<PAGE>    75

     A schedule of per share distributions paid by the Company to be reported by
the shareholders is set forth in the following table:

<TABLE>
<CAPTION>

                                                                                Year Ended December 31,
                                                                         -------------------------------------
                                                                            1998         1997          1996
                                                                         ----------   ----------    ----------
<S>                                                                      <C>          <C>           <C>
Ordinary income                                                           $   1.68     $   1.30      $   1.03
20% Long-term capital gain                                                    0.10         0.12
25% Sec. 1250 capital gain                                                    0.24         0.08
Return of capital                                                                          0.46          0.87
                                                                         ----------   ----------    ----------
         Total                                                            $   2.02     $   1.96      $   1.90
                                                                         ==========   ==========    ==========

Percentage of distributions representing tax preference items.               9.052%      17.013%       24.769%

</TABLE>

     Dividends paid to preferred  shareholders totaled $1.69 per share for 1998,
with $1.40  representing  ordinary  income,  $0.09  representing  20%  long-term
capital gain, and $0.20 representing 25% Sec. 1250 capital gain.

     A  schedule  of 1998  per  share  distributions  paid  by  Oasis  to  Oasis
shareholders prior to the Oasis Merger is set forth in the following table:
<TABLE>
<CAPTION>

                                                                                     1998
                                                                         ----------------------------
                                                                            Common         Preferred
                                                                         ------------    ------------
<S>                                                                      <C>             <C> 
Ordinary income                                                          $      0.28     $      0.56
Return of capital                                                               0.17
                                                                         ------------    ------------
     Total                                                               $      0.45     $      0.56
                                                                         ============    ============
</TABLE>

     Property  Operating  and  Maintenance  Expenses.   Property  operating  and
maintenance  expenses  included  normal repairs and  maintenance  totaling $21.5
million in 1998, $14.6 million in 1997 and $8.3 million in 1996.

     Earnings Per Share.  Basic earnings per share has been computed by dividing
net  income to common  shareholders  by the  weighted  average  number of common
shares outstanding. Diluted earnings per share has been computed by dividing net
income to common  shareholders  (as adjusted) by the weighted  average number of
common and common dilutive equivalent shares outstanding.

<PAGE>    76

     The following table presents  information  necessary to calculate basic and
diluted earnings per share for the periods  indicated (in thousands,  except per
share amounts):

<TABLE>
<CAPTION>

                                                                               Year Ended December 31,
                                                                      -----------------------------------------
                                                                         1998            1997           1996
                                                                      ----------      ----------     ----------
<S>                                                                   <C>             <C>            <C> 
BASIC EARNINGS PER SHARE
  Weighted Average Common Shares Outstanding                            41,174          26,257         14,849
                                                                      ==========      ==========     ==========
     Basic Earnings Per Share                                         $   1.16        $   1.46       $   0.59
                                                                      ==========      ==========     ==========

DILUTED EARNINGS PER SHARE
  Weighted Average Common Shares Outstanding                            41,174          26,257         14,849
  Shares Issuable from Assumed Conversion of:
     Common Share Options and Awards Granted                               399             330            130
     Minority Interest Units                                             2,610           1,769
                                                                      ----------      ----------     ----------
  Weighted Average Common Shares Outstanding, as Adjusted               44,183          28,356         14,979
                                                                      ==========      ==========     ==========
     Diluted Earnings Per Share                                       $   1.12        $   1.41       $   0.58
                                                                      ==========      ==========     ==========

EARNINGS FOR BASIC AND DILUTED COMPUTATION
  Net Income                                                          $ 57,333        $ 38,438       $  8,713
  Less: Preferred Share Dividends                                        9,371                              4
                                                                      ----------      ----------     ----------
  Net Income to Common Shareholders (Basic Earnings Per Share           
      Computation)                                                      47,962          38,438          8,709
  Preferred Share Dividends                                                                                 4
  Minority Interests                                                     1,322           1,655
                                                                      ----------      ----------     ----------
  Net Income to Common Shareholders, as Adjusted (Diluted             
      Earnings Per Share Computation)                                 $ 49,284        $ 40,093       $  8,713
                                                                      ==========      ==========     ==========
</TABLE>

     Reclassifications.  Certain  reclassifications have been made to amounts in
prior year financial statements to conform with current year presentations.

     New Accounting  Pronouncements.  In March 1998,  the  Accounting  Standards
Executive  Committee  ("AcSEC")  of the American  Institute of Certified  Public
Accountants  ("AICPA")  reached a consensus on Statement of Position ("SOP") No.
98-1,  Accounting  for the Cost of Computer  Software  Developed or Obtained for
Internal  Use. SOP No. 98-1 is effective  for  financial  statements  for fiscal
years  beginning  after December 15, 1998. The Company  believes the adoption of
this SOP will not have a material effect on the Company's consolidated financial
statements.

     In March 1998,  the Emerging  Issues Task Force  ("EITF") of the  Financial
Accounting  Standards Board ("FASB")  reached a consensus  decision on Issue No.
97-11,   Accounting  for  Internal  Costs  Relating  to  Real  Estate   Property
Acquisitions,  which requires that internal  costs of identifying  and acquiring
operating properties be expensed as incurred for transactions entered into on or
after March 20, 1998. Prior to Camden's adoption of this policy, the Company had
been capitalizing such costs. The effect of the Company's  adoption of Issue No.
97-11  and the new  accounting  policy  for  carpet,  appliances  and HVAC  unit
replacements  on the nine months ended December 31, 1998 was to increase the net
income to common  shareholders  by $3.2  million  ($0.08 per basic  earnings per
share and $0.07 per diluted earnings per share).

     In April 1998,  the AcSEC of the AICPA reached a consensus on SOP No. 98-5,
Reporting  on the Costs of Start-Up  Activities,  which  provides  that costs of
start-up activities and organization costs be expensed as incurred. SOP No. 98-5
is effective for financial  statements for fiscal years beginning after December
15, 1998. The Company believes the adoption of this SOP will not have a material
effect on the Company's consolidated financial statements.

<PAGE>    77

     In June 1998, the FASB issued Statement of Financial  Accounting  Standards
("SFAS") No. 133, Accounting for Derivative  Instruments and Hedging Activities,
which requires recognition of all derivatives as either assets or liabilities in
the financial  statements and  measurement  of those  instruments at fair value.
SFAS No.  133 is  effective  for all  periods  beginning  after  June 15,  1999.
Management is  evaluating  what,  if any,  effect on the Company's  consolidated
financial statements will occur upon the implementation of SFAS No. 133.

3.   NOTES PAYABLE

     The following is a summary of the Company's indebtedness:

(In millions)
<TABLE>
<CAPTION>

                                                                                                   December 31,
                                                                                            -----------------------
                                                                                               1998         1997
                                                                                            ----------   -----------
<S>                                                                                         <C>          <C>
Senior Unsecured Notes:                                                                      
     6 5/8% - 7 1/4% Notes, due 2001 - 2006                                                   $   323.9   $  174.0
     6.92% - 7.23% Medium-Term Notes, due 2000 - 2004                                             127.0       25.0
     Unsecured Lines of Credit and Short-Term Borrowings                                          182.0       43.0
     Reset Notes                                                                                              75.0
                                                                                             -----------  ---------
                                                                                                  632.9      317.0

Secured Notes - Mortgage Loans (5 7/10% - 8 5/8%), due 1999-2025                                  369.7      163.8
                                                                                             -----------  ---------

                  Total notes payable                                                         $ 1,002.6    $ 480.8
                                                                                             ===========  =========

Floating rate debt included in unsecured notes payable, net of $25 million
   hedging agreement (6 1/4% - 7 3/4%)                                                        $   157.0    $  93.0

Floating rate  tax-exempt  debt included in mortgage  loans (5 7/10% - 5 3/4%)                $    64.3 

</TABLE>

     As of December 31, 1998,  the Company had $18 million  available  under its
revolving unsecured lines of credit ("Unsecured Lines of Credit").  The weighted
average  balance  outstanding  on the Unsecured  Lines of Credit during the year
ended December 31, 1998 was $129 million,  with a maximum outstanding balance of
$189 million.  In February  1999, the Company added an additional $75 million in
capacity to its Unsecured Lines of Credit, increasing its total capacity to $275
million.

     The Unsecured Lines of Credit mature July 1999 through July 2000.  Prior to
maturity,  the Company  intends to have these notes  extended,  renegotiated  or
repaid.  The scheduled  interest rates on the loans  currently  range from LIBOR
plus 95 basis points to prime.  These  scheduled  rates are subject to change as
the Company's  credit  ratings  change.  Advances  under the Unsecured  Lines of
Credit may be priced at the scheduled  rates,  or the Company may enter into bid
rate loans  ("Bid  Rate  Loans")  with  participating  banks at rates  below the
scheduled  rates.  These Bid Rate Loans have terms of six months or less and may
not exceed the lesser of $75 million or the remaining amount available under the
Unsecured  Lines of  Credit.  The  Unsecured  Lines of  Credit  are  subject  to
customary  financial  covenants  and  limitations.  As  an  alternative  to  its
Unsecured  Lines  of  Credit,  the  Company  from  time  to time  borrows  using
competitively bid unsecured  short-term notes with lenders who may or may not be
a part of the Unsecured  Lines of Credit bank groups.  Such  borrowings  vary in
term and  pricing  and are  typically  priced  at  interest  rates  below  those
available under the Unsecured Lines of Credit.

     As a result of the Oasis  Merger,  the  Company  assumed  $228  million  in
conventional mortgage loans with interest rates currently ranging from 5 3/4% to
8 5/8%. As of December 31, 1998, $201 million of the conventional mortgage loans
assumed remained outstanding.

     In conjunction with the Oasis Merger, Camden assumed $150 million in senior
unsecured notes payable issued by Oasis in November 1996. These notes are due in
equal  increments in November 2001, 2003, 2006 and bear interest at annual rates
ranging from 6 3/4% to 7 1/4%, payable quarterly.

<PAGE>    78

     Proceeds from the Third Party  Transaction were used to reduce  outstanding
debt by $124  million,  including  $9.9  million of  existing  indebtedness  and
approximately  $114 million on the Unsecured  Lines of Credit,  and $112 million
was set  aside  into an  escrow  account  which  was used to  complete  tax-free
exchange property acquisitions,  retire debt and repurchase the Company's common
shares.

     In October  1998,  the Company  issued $102  million  principal  amounts of
senior   unsecured   notes  from  its  $196  million   medium-term   note  shelf
registration.  These fixed rate notes,  due in October 2000,  bear interest at a
weighted average rate of 7.19%,  payable  semiannually on March 15 and September
15. The net proceeds were used to liquidate the $75 million Reset Notes, pay off
certain  mortgage  notes  payable,  and reduce  indebtedness  incurred under the
Unsecured Lines of Credit.

     At December 31, 1998,  the Company  maintained a $25 million  interest rate
hedging  agreement  which is scheduled to mature in July 2000.  The issuing bank
has an option to extend this  agreement to July 2002. The LIBOR rate is fixed at
6.1%,  resulting  in a fixed rate equal to 6.1% plus the actual  LIBOR spread on
the related  indebtedness.  This swap  continues to be used as a hedge to manage
the risk of interest  rate  fluctuations  on the  Unsecured  Lines of Credit and
other floating rate indebtedness.

     At December 31, 1998, the weighted  average  interest rate on floating rate
debt was 6.6%.

     Subsequent to December 31, 1998, the Company issued $39.5 million principal
amounts of senior  unsecured notes from its $196 million  medium-term note shelf
registration.  These fixed rate notes, due in January 2002 through January 2009,
respectively,  bear  interest  at a  weighted  average  rate of  7.07%,  payable
semiannually  on January 15 and July 15.  The net  proceeds  were used to reduce
indebtedness outstanding under the Unsecured Lines of Credit.

     Scheduled  principal  repayments on all loans  outstanding  at December 31,
1998 over the next five years are $18.6 million in 1999, $295.6 million in 2000,
$167.7 million in 2001, $6.2 million in 2002,  $125.7 million in 2003 and $388.8
million thereafter.

4.   CONVERTIBLE SUBORDINATED DEBENTURES

     In April 1994, the Company issued $86.3 million aggregate  principal amount
of 7.33% Convertible  Subordinated  Debentures due 2001 (the "Debentures").  The
Debentures  are  convertible at any time prior to maturity into common shares of
beneficial  interest,  $0.01 par value, of the Company at a conversion  price of
$24 per share, subject to adjustment under certain circumstances. The Debentures
will not be  redeemable  by the  Company  prior to  maturity,  except in certain
circumstances  intended to maintain the Company's status as a REIT.  Interest on
the  Debentures is payable on April 1 and October 1 of each year. The Debentures
are  unsecured  and  subordinated  to present and future senior debt and will be
effectively subordinated to all debt and other liabilities of the Company. As of
December 31, 1998,  $82.7 million in principal amount of the Debentures had been
converted to 3.4 million common shares. For the converted Debentures, the earned
but unpaid  interest was forfeited by the Debenture  holders in accordance  with
the  Indenture  and the unpaid  interest  payable  was  credited  to  additional
paid-in-capital.  In addition, $3.2 million of unamortized Debenture issue costs
have been  reclassified to additional  paid-in-capital.  Had all these converted
Debentures converted as of the beginning of the period, basic earnings per share
would have been $1.17,  $1.46 and $0.62 per share for the years  ended  December
31, 1998,  1997 and 1996,  respectively.  Diluted  earnings per share would have
been $1.12,  $1.41 and $0.62 per share for the years ended  December  31,  1998,
1997 and 1996,  respectively.  Deferred  Debenture  issue  costs of $58,000  and
$142,000 remained outstanding at December 31, 1998 and 1997,  respectively,  and
are being amortized over the life of the Debentures.

<PAGE>    79

5.   INCENTIVE AND BENEFIT PLANS

     The Company has elected to follow  Accounting  Principles Board Opinion No.
25,  Accounting  for  Stock  Issued to  Employees  ("APB  No.  25") and  related
interpretations  in accounting for its share-based  compensation.  Under APB No.
25, since the exercise  price of employee  share options equals the market price
of the  Company's  shares  at the date of  grant,  no  compensation  expense  is
recorded.  Restricted  shares are  recorded  to  compensation  expense  over the
vesting  periods  based  on the  market  value  on the  date  of  grant,  and no
compensation  expense is recorded for the Company's Employee Stock Purchase Plan
("ESPP"), since the ESPP is considered non-compensatory. The Company has adopted
the  disclosure-only  provisions  of SFAS No. 123,  Accounting  for  Stock-Based
Compensation.

     Incentive Plan. The Company has a non-compensatory option plan (the "Plan")
which was amended in the second  quarter of 1997 by the  Company's  shareholders
and trust managers. This amendment resulted in an increase in the maximum number
of common  shares  available  for  issuance  under the Plan to 10% of the common
shares  outstanding at any time.  Compensation  awards that can be granted under
the Plan include  various forms of incentive  awards  including  incentive share
options,  non-qualified share options and restricted share awards (collectively,
the "Incentive  Awards").  The class of eligible persons that can receive grants
of Incentive Awards under the Plan consists of non-employee trust managers,  key
employees,  consultants,  and  directors  of  subsidiaries  as  determined  by a
committee of the Board of Trust Managers (the  "Committee")  of the Company.  No
Incentive Awards may be granted after May 27, 2003.

     Following  is a summary  of the  activity  of the Plan for the three  years
ended December 31, 1998:

<TABLE>
<CAPTION>

                                               Shares
                                           Available for
                                              Issuance                          Options and Restricted Shares
                                           ------------- ---------------------------------------------------------------------
                                                                      Weighted                 Weighted               Weighted
                                                                       Average                  Average                Average
                                                                        1998                     1997                   1996
                                               1998        1998         Price        1997        Price       1996       Price
                                           ------------- ----------- ----------- ----------- ----------- ------------ ---------
<S>                                        <C>           <C>         <C>         <C>         <C>         <C>          <C>
Balance at January 1                          1,748,983  1,303,849   $  24.94       843,360   $  23.34       870,835   $ 23.12
Current Year Share Adjustment
   Due to Plan Amendment                      1,165,618

Options
   Granted                                   (1,657,008) 1,657,008      29.32       310,050      26.99
   Exercised                                               (82,327)     22.96       (33,042)     23.39       (71,450)    22.35
   Forfeited                                    271,538   (271,538)     23.57        (4,333)     24.00       (54,650)    23.71
                                           ------------- ----------- ----------- ----------- ----------- ------------ ---------
      Net Options                            (1,385,470) 1,303,143      30.92       272,675      27.47      (126,100)    22.94
                                           ------------- ----------- ----------- ----------- ----------- ------------ ---------

Restricted Shares
   Granted                                     (248,769)   248,769      29.06       193,724      28.42       124,341     24.73
   Forfeited                                               (17,262)     27.67        (5,910)     26.39       (25,716)    24.37
                                           ------------- ----------- ----------- ----------- ----------- ------------ ---------
      Net Restricted Shares                    (248,769)   231,507      29.16       187,814      28.48        98,625     24.83
                                           ------------- ----------- ----------- ----------- ----------- ------------ ---------

Balance at December 31                        1,280,362  2,838,499   $  28.03     1,303,849  $   24.94       843,360   $ 23.34
                                           ============= =========== =========== =========== =========== ============ =========

Exercisable options at December 31                         586,607   $  26.15       565,600  $   22.95       533,617   $ 22.86
Vested restricted shares at December 31                    213,782   $  25.20       123,341  $   24.46        56,781   $ 23.96

</TABLE>

      Options are exercisable,  subject to the terms and conditions of the Plan,
in increments of 33.33% per year on each of the first three anniversaries of the
date of grant.  The Plan  provides  that the exercise  price of an option (other
than non-employee  trust manager options) will be determined by the Committee on
the day of grant and

<PAGE>    80

to date all options have been granted at an exercise price which equals the fair
market value on the date of grant.  Options exercised during 1998 were exercised
at prices  ranging  from $22 to $24 per share.  At December  31,  1998,  options
outstanding  were at prices  ranging from $22 to $29.44 per share.  Such options
have a weighted average remaining contractual life of nine years.

     The Company  converted all unexercised Oasis stock options issued under the
former Oasis stock  incentive  plans that are held by former  employees of Oasis
into  894,111  options  to  purchase  Camden  common  shares  based on the 0.759
exchange  ratio  described  in Note 1. The  options  are  exercisable  at prices
ranging from $28.66 to $33.76. All of the Oasis options became fully vested upon
conversion,  are exercisable,  and have a weighted average remaining contractual
life of six years.  These options are exercisable at a weighted average price of
$30.29.

     The fair value of each option grant, excluding the Oasis stock options, was
estimated on the date of grant utilizing the Black-Scholes  option pricing model
with the  following  weighted  average  assumptions  used for grants in 1998 and
1997, respectively:  risk-free interest rates ranging from 5.5% to 5.6% and 6.3%
to 6.9%,  expected  life of ten  years,  dividend  yield of 7.8% and  6.3%,  and
expected share price  volatility of 13.9% and 14.4%.  The weighted  average fair
value of options granted in 1998 and 1997, respectively, was $1.27 per share and
$2.63 per share.

     Restricted   shares  have  vesting  periods  of  up  to  five  years.   The
compensation  cost for restricted  shares has been  appropriately  recognized at
fair market value of the Company's shares.

     Employee Stock Purchase  Plan. In July 1997,  the Company  established  and
commenced an ESPP for all active  employees,  officers,  and trust  managers who
have  completed  one  month of  continuous  service.  Participants  may elect to
purchase Camden common shares through payroll or director fee deductions  and/or
through quarterly  contributions.  At the end of each six-month offering period,
each  participant's  account  balance is applied to acquire common shares on the
open market at 85% of the market value, as defined,  on the first or last day of
the offering  period,  whichever  price is lower. A participant may not purchase
more than  $25,000  in value of shares  during  any Plan Year,  as  defined.  No
compensation  expense  was  recognized  for  the  difference  in  price  paid by
employees  and the fair  market  value of the  Company's  shares  at the date of
purchase.  There were 32,678 and 0 shares  purchased  under the ESPP during 1998
and 1997, respectively. The weighted average fair value of ESPP shares purchased
in 1998 was $30.41 per share.  On January 4, 1999,  31,761 shares were purchased
under the ESPP related to the 1998 Plan Year.

     If the Company  applied the  recognition  provisions of SFAS No. 123 to its
option  grants and ESPP,  the Company's  net income to common  shareholders  and
related basic and diluted  earnings per share would be as follows (in thousands,
except per share amounts):

<TABLE>
<CAPTION>
                                                                Year Ended 
                                                                December 31,
                                                         -----------------------
                                                             1998        1997
                                                         -----------  ----------
<S>                                                      <C>          <C> 
Net income to common shareholders                        $  47,360    $ 38,381
Basic earnings per share                                 $    1.15    $   1.46
Diluted earnings per share                               $    1.10    $   1.41

</TABLE>

     The  Company  did not  grant any  option  awards in 1996.  The  effects  of
applying SFAS No. 123 in this pro forma  disclosure are not indicative of future
amounts.

     Rabbi Trust.  In February 1997, the Company  established a rabbi trust (the
"Rabbi Trust"),  in which salary and bonus amounts  awarded to certain  officers
under the Key  Employee  Share  Option  Plan and  restricted  shares  awarded to
certain  officers  may be  deposited.  The Company  accounts for the Rabbi Trust
similar to a compensatory stock option plan. At December 31, 1998, approximately
497,000 restricted shares were held in the Rabbi Trust.

<PAGE>    81

     401(k)  Savings Plan.  The Company has a 401(k)  savings plan (the "Savings
Plan") which is a voluntary defined  contribution  plan. Under the Savings Plan,
every employee is eligible to participate  beginning on the earlier of January 1
or July 1 following the date the employee has completed six months of continuous
service with the Company. Each participant may make contributions to the Savings
Plan by means of a  pre-tax  salary  deferral  which may not be less than 1% nor
more than 15% of the participant's compensation. The federal tax code limits the
annual  amount  of salary  deferrals  that may be made by any  participant.  The
Company  may  make  matching   contributions  on  the  participant's  behalf.  A
participant's  salary  deferral  contribution  will  always be 100%  vested  and
nonforfeitable.  A  participant  will become  vested in the  Company's  matching
contributions  33.33%  after  one year of  service,  66.67%  after  two years of
service  and 100%  after  three or more  years of  service.  Expenses  under the
Savings Plan were not material.

6. COMMON SHARE REPURCHASE PROGRAM

     In September  1998, the Board of Trust  Managers  authorized the Company to
repurchase  up to $50  million of Camden's  common  shares  through  open market
purchases  and  private  transactions.  At  December  31,  1998 the  Company had
repurchased  801,400  common  shares  for a total cost of $20.7  million.  As of
February  23, 1999,  an  additional  1,142,310  shares were  purchased  with the
remaining $29.3 million.

7. CONVERTIBLE PREFERRED SHARES

     The  4,165,000  Preferred  Shares  reissued in  conjunction  with the Oasis
Merger pay a  cumulative  dividend  quarterly  in arrears in an amount  equal to
$2.25 per share per annum.  The Preferred Shares generally have no voting rights
and have a  liquidation  preference  of $25 per share  plus  accrued  and unpaid
distributions.  The Preferred Shares are convertible at the option of the holder
at any time into common  shares at a  conversion  price of  $32.4638  per common
share  (equivalent  to a  conversion  rate of 0.7701 per  common  share for each
Preferred Share), subject to adjustment in certain circumstances.  The Preferred
Shares are not redeemable by the Company prior to April 30, 2001.

8. RELATED PARTY TRANSACTIONS

     Camden Connection, Inc. ("CCI") (formerly Apartment Connection,  Inc.) is a
nonqualified-REIT  subsidiary.  CCI was  established  to act as a leasing  agent
providing tenants for apartment owners in Houston, including properties owned by
the Company.  Locator fees paid by the Company to CCI were $79,000, and $136,000
for the years ended 1997, and 1996, respectively.  The Company made an unsecured
working capital  revolving line of credit  available to CCI, which was renewable
annually.  The loan had a maximum commitment of $1.2 million and earned interest
at a fixed rate of 7.5% per annum.  During 1997, the operations of CCI were sold
and the loan was paid off.

     Two of the  Company's  executive  officers  (the  "Executives")  have loans
totaling $1.8 million with one of the Company's nonqualified-REIT  subsidiaries.
The Executives  utilized  amounts  received from these loans to purchase  common
shares of the Company.  The loans  mature in April of 1999 and bear  interest at
the fixed  rate of 7.0%.  These  loans are  non-recourse,  but are  secured by a
pledge of such common  shares,  and do not require any  prepayments of principal
until  maturity.  The Company is currently in the process of  renegotiating  the
maturity date and interest rate terms of these loans with the Executives.

     In  connection  with the Paragon  Acquisition,  Oasis  Merger and the Third
Party Transaction,  the Company began performing residential services for owners
of affiliated  properties.  Management fees earned on the properties amounted to
$583,000  and  $279,000  for  the  years  ended  December  31,  1998  and  1997,
respectively.

     Prior  to  1997,  the  Company  had  management  agreements  in  which  the
Executives  had 1% economic  interests  with  respect to four  properties.  Fees
earned  amounted to $428,000 for the year ended 1996.  Although  the  management
agreements  were  not the  result  of arm's  length  negotiations,  the  Company
believes that they were no more favorable to the owners than the fees that would
have been paid to unaffiliated third parties under similar circumstances.

<PAGE>    82

     In connection  with the Oasis Merger,  the Company  entered into consulting
agreements with two former Oasis  executives,  one of whom currently serves as a
trust manager of the Company,  to locate potential  investment  opportunities in
California  through Camden  Capital,  Inc., a subsidiary of the Company.  During
1998, the Company paid consulting fees totaling $340,000 to these executives. At
December 31, 1998,  Camden  Capital had invested  approximately  $4.9 million in
three  operating  properties  and one  development  property  held in two  joint
ventures which the Company does not manage.

9. FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS

     SFAS No.  107  requires  disclosure  about  fair  value  for all  financial
instruments,  whether  or not  recognized,  for  financial  statement  purposes.
Disclosure  about  fair value of  financial  instruments  is based on  pertinent
information  available  to  management  as of December 31, 1998 and December 31,
1997.  Considerable  judgment is necessary to interpret  market data and develop
estimated  fair values.  Accordingly,  the  estimates  presented  herein are not
necessarily indicative of the amounts the Company could obtain on disposition of
the  financial  instruments.  The use of  different  market  assumptions  and/or
estimation  methodologies may have a material effect on the estimated fair value
amounts.

     As of December 31, 1998 and 1997,  management estimates that the fair value
of (i)  cash  and  cash  equivalents,  receivables,  accounts  payable,  accrued
expenses and other liabilities and distributions  payable are carried at amounts
which reasonably approximate their fair value; and (ii) based upon the Company's
effective  borrowing  rate for issuance of debt with similar terms and remaining
maturities, the carrying amounts of fixed rate debt approximate fair value.

     The  Company is exposed to credit  risk in the event of  nonperformance  by
counterparties  to its interest  rate swap  agreements,  but has no  off-balance
sheet risk of loss. The Company  anticipates that its counter parties will fully
perform their obligations under the agreements.

10. NET CHANGE IN OPERATING ACCOUNTS

     The  effect  of  changes  in the  operating  accounts  on cash  flows  from
operating activities is as follows:

 (In thousands) 
<TABLE>
<CAPTION>

                                                                                     Year Ended December 31,
                                                                           -----------------------------------------
                                                                               1998          1997           1996
                                                                           ------------  ------------   ------------
<S>                                                                        <C>            <C>           <C>   
 Decrease (increase) in assets:
    Accounts receivable - affiliates                                        $    1,496    $      853     $      210
    Other assets, net                                                            1,518         2,046            221
    Restricted cash - escrow deposits                                            1,272        (1,733)           929

Increase (decrease) in liabilities:
    Accounts payable                                                            11,570           434           (788)
    Accrued real estate taxes                                                    3,879           842          1,381
    Accrued expenses and other liabilities                                     (19,531)      (12,695)         1,399
                                                                           ------------  ------------   ------------
    Net change in operating accounts                                        $      204    $  (10,253)    $    3,352
                                                                           ============  ============   ============
</TABLE>

11.  COMMITMENTS AND CONTINGENCIES

     Construction  Contracts. As of December 31, 1998, the Company was obligated
for  approximately  $124.2  million of additional  expenditures  (a  substantial
amount of which is to be provided by debt).

<PAGE>    83

     Lease  Commitments.  At December  31,  1998,  Camden had  long-term  leases
covering certain land, office  facilities and equipment.  Rental expense totaled
$1.0  million in 1998,  $783,000 in 1997 and  $475,000 in 1996.  Minimum  annual
rental  commitments for the years ending December 31, 1999 through 2003 are $1.0
million,  $982,000,  $916,000,  $899,000 and  $935,000,  respectively,  and $9.6
million in the aggregate thereafter.

     Employment  Agreements.  The Company has employment  agreements with six of
its senior  officers,  the terms of which expire at various times through August
20, 1999. Such  agreements  provide for minimum salary levels as well as various
incentive compensation  arrangements,  which are payable based on the attainment
of specific  goals.  The agreements  also provide for severance  payments in the
event certain situations occur such as termination  without cause or a change of
control.  The severance payments vary based on the officer's position and amount
to one times the current salary base for four of the officers and 2.99 times the
average  annual  compensation  over the previous  three fiscal years for the two
remaining  officers.  Six months prior to  expiration,  unless  notification  of
termination is given by the senior  officers,  these  agreements  extend for one
year from the date of expiration.

     Contingencies.  Prior to our merger with Oasis, Oasis had been contacted by
certain regulatory  agencies with regards to alleged failures to comply with the
Fair Housing  Amendments  Act (the "Fair  Housing  Act") as it pertained to nine
properties  (seven of which the Company  currently  owns)  constructed for first
occupancy  after March 31,  1991.  On February 1, 1999,  the Justice  Department
filed a lawsuit  against us in the United States District Court for the District
of Nevada  alleging  (1) that the design and  construction  of these  properties
violates the Fair Housing Act and (2) that the Company,  through the merger with
Oasis,  has  discriminated  in the rental of  dwellings  to  persons  because of
handicap. The complaint requests an order that (i) declares that the defendant's
policies and  practices  violate the Fair Housing Act;  (ii) enjoins the Company
from (a) failing or  refusing,  to the extent  possible,  to bring the  dwelling
units and public use and common use areas at these  properties and other covered
units that it has designed  and/or  constructed  into  compliance  with the Fair
Housing  Act, (b) failing or refusing to take such  affirmative  steps as may be
necessary  to  restore,  as nearly  as  possible,  the  alleged  victims  of the
defendants  alleged unlawful  practices to positions they would have been in but
for the  discriminatory  conduct and (c) designing or  constructing  any covered
multi-family  dwellings in the future that do not contain the  accessibility and
adaptability  features  set forth in the Fair  Housing  Act;  and  requires  the
Company to pay damages, including punitive damages, and a civil penalty.

     The Company is currently  inspecting  these  properties  to  determine  the
extent of the alleged noncompliance and the changes that may be necessitated. At
this time,  the Company is not able to provide an estimate of costs and expenses
associated with this matter.  There can be no assurance that the Company will be
successful in the defense of the Justice  Department  action. If this lawsuit is
successful, the Company could suffer a material adverse impact.

     Camden is subject to various legal proceedings and claims that arise in the
ordinary course of business.  These matters are generally  covered by insurance.
While the  resolution  of these  matters  cannot be  predicted  with  certainty,
management  believes  that the final  outcome  of such  matters  will not have a
material adverse effect on the consolidated financial statements of Camden.

12.  SUBSEQUENT EVENTS

     On February 23, 1999, the Operating Partnership issued $100 million of 8.5%
Series B Cumulative  Redeemable  Perpetual Preferred Units ("Preferred  Units").
The Preferred  Units are redeemable for cash by the Operating  Partnership on or
after  the  fifth  anniversary  of  issuance  at  par  plus  the  amount  of any
accumulated and unpaid distributions.  The Preferred Units are convertible after
10 years by the holder into  registered  preferred  shares of the  Company.  The
Preferred  Units are  subordinated  to present and future debt of the  Operating
Partnership and the Company.

     In the  ordinary  course of its  business,  the Company  issues  letters of
intent  indicating  a  willingness  to  negotiate  for the  purchase  or sale of
multifamily properties or development land. In accordance with local real estate
market practice,  such letters of intent are  non-binding,  and neither party to
the  letter of intent is  obligated  to pursue  negotiations  unless and until a
definitive contract is entered into by the parties. Even if definitive contracts
are entered into, the letters of intent and resulting contracts contemplate that
such  contracts  will provide the purchaser with time to evaluate the properties
and conduct its due diligence and during which time the purchaser  will have the
ability to terminate the contracts without penalty or forfeiture of any deposit

<PAGE>    84

or earnest money.  There can be no assurance that  definitive  contracts will be
entered into with respect to any properties covered by letters of intent or that
the Company  will  acquire or sell any property as to which the Company may have
entered  into  a  definitive  contract.   Further,  due  diligence  periods  are
frequently  extended as needed.  An acquisition or sale becomes  probable at the
time that the due diligence  period expires and the definitive  contract has not
been terminated.  The Company is then at risk under an acquisition contract, but
only to the extent of any earnest money deposits  associated  with the contract,
and is obligated to sell under a sales contract.

     The Company is  currently in the due  diligence  period for the purchase of
land for development.  No assurance can be made that the Company will be able to
complete  the  negotiations  or become  satisfied  with the  outcome  of the due
diligence.

     The  Company  seeks to  selectively  dispose of assets that are not in core
markets,  have a lower  projected  net  operating  income  growth  rate than the
overall  portfolio,  or  no  longer  conform  to  the  Company's  operating  and
investment  strategies.  The  proceeds  from these  sales may be  reinvested  in
acquisitions or developments or used to retire debt.

13.  QUARTERLY FINANCIAL DATA (UNAUDITED)

     Summarized  quarterly  financial data for the years ended December 31, 1998
and 1997 are as follows:

(In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                       First        Second       Third       Fourth        Total
                                                    ----------   -----------  -----------  ----------   -----------
<S>                                                 <C>          <C>          <C>          <C>          <C>  
1998**:
         Revenues                                    $  58,592     $  91,587    $  86,549   $  87,111    $  323,839
         Net income to common shareholders               8,961         9,568       14,650      14,783        47,962
         Basic earnings per share                         0.28          0.22         0.33        0.33          1.16
         Diluted earnings per share                       0.27          0.21         0.31        0.32          1.12

1997**:
         Revenues                                    $  29,472     $  54,072    $  56,939   $  59,306    $  199,789
         Net income to common shareholders               4,064         6,429        8,260      19,685*       38,438
         Basic earnings per share                         0.25          0.24         0.27        0.62*         1.46
         Diluted earnings per share                       0.24          0.24         0.27        0.59*         1.41

</TABLE>

*  Includes a $10,170 or $0.32 basic  earnings  and $0.29  diluted  earnings per
   share impact related to gain on sales of properties.

** Includes  results of the Paragon  Acquisition and the Oasis Merger  beginning
   April 1, 1997 and 1998, respectively.

14.  PRICE RANGE OF COMMON SHARES (UNAUDITED)

     The high and low sales prices per share of the Company's common shares,  as
reported on the New York Stock Exchange  composite tape, and  distributions  per
share declared for the quarters indicated were as follows:

<TABLE>
<CAPTION>

                                      High           Low        Distributions
                                  ------------- ------------- ------------------
<S>                               <C>           <C>           <C>   
1998:
   First                          $  30 9/16     $ 28 5/8      $   0.505
   Second                            31 1/16       27 15/16        0.505  
   Third                             30 7/16       25              0.505                
   Fourth                            27 7/8        24 1/2          0.505

1997:
   First                          $  28 3/4      $ 26 3/4      $   0.490        
   Second                            31 5/8        26 1/2          0.490
   Third                             31 5/8        28 5/8          0.490
   Fourth                            33 3/16       29 1/4          0.490 

</TABLE>

<PAGE>    85

                              CAMDEN PROPERTY TRUST
           COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA



(In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                                 Years Ended December 31,
                                                           --------------------------------------------------------------------
                                                              1998*          1997**         1996          1995         1994
                                                           -------------  -------------  -----------   -----------  -----------
<S>                                                        <C>            <C>            <C>           <C>  
OPERATING DATA
Revenues:
   Rental income                                            $   300,632    $   187,928   $  105,785    $   92,275   $   71,468
   Other property income                                         18,093          9,446        4,453         3,617        2,811
                                                           -------------  -------------  -----------   -----------  -----------
     Total property income                                      318,725        197,374      110,238        95,892       74,279
   Equity in income of joint ventures                             1,312          1,141
   Fee and asset management                                       1,552            743          949         1,029          721
   Other income                                                   2,250            531          419           353          456
                                                           -------------  -------------  -----------   -----------  -----------
     Total revenues                                             323,839        199,789      111,606        97,274       75,456
                                                           -------------  -------------  -----------   -----------  -----------

Expenses
   Property operating and maintenance                            97,137         70,679       40,604        37,093       29,352
   Real estate taxes                                             31,469         21,028       13,192        11,481        8,962
   General and administrative                                     7,998          4,389        2,631         2,263        2,574
   Interest                                                      50,467         28,537       17,336        13,843        8,807
   Depreciation and amortization                                 78,113         44,836       23,894        20,264       16,239
                                                           -------------  -------------  -----------   -----------  -----------
     Total expenses                                             265,184        169,469       97,657        84,944       65,934
                                                           -------------  -------------  -----------   -----------  -----------

Income before gain on sales of properties, losses related 
  to early retirement of debt and minority interests             58,655         30,320       13,949        12,330        9,522
Gain on sales of properties                                                     10,170          115
Losses related to early retirement of debt                                        (397)      (5,351)
                                                           -------------  -------------  -----------    ----------  -----------
Income before minority interests                                 58,655         40,093        8,713        12,330        9,522
Minority interests                                               (1,322)        (1,655)
                                                           -------------  -------------  -----------    ----------  -----------
Net income                                                       57,333         38,438        8,713        12,330        9,522
Preferred share dividends                                        (9,371)                         (4)          (39)         (20)
                                                           -------------  -------------  -----------    ----------  -----------
Net income to common shareholders                           $    47,962    $    38,438   $    8,709    $   12,291    $   9,502
                                                           =============  =============  ===========   ===========  ===========

Basic earnings per share                                    $      1.16    $      1.46   $     0.59    $     0.86    $    0.78
Diluted earnings per share                                  $      1.12    $      1.41   $     0.58    $     0.86    $    0.77
Distributions per common share                              $      2.02    $      1.96   $     1.90    $     1.84    $    1.76
Weighted average number of common shares outstanding             41,174         26,257       14,849        14,325       12,188
Weighted average number of common and common                     
  dilutive equivalent shares outstanding                         44,183         28,356       14,979        14,414       12,310

BALANCE SHEET DATA (AT END OF PERIOD)
Real estate assets                                          $ 2,487,942    $ 1,397,138   $  646,545    $  607,598    $ 510,324
Accumulated depreciation                                       (167,560)       (94,665)     (56,369)      (36,800)     (17,731)
Total assets                                                  2,347,982      1,323,620      603,510       582,352      504,284
Notes payable                                                 1,002,568        480,754      244,182       235,459      149,547
Minority interests                                               71,783         63,325
Convertible subordinated debentures                               3,576          6,025       27,702        44,050       47,800
Series A Preferred Shares issued in 1993                                                                    1,950        1,950
Shareholders' Equity                                          1,170,388        710,564      295,428       267,829      277,604

Common shares outstanding                                        43,825         31,694       16,521        14,514       14,273

</TABLE>

<PAGE>    86

                              CAMDEN PROPERTY TRUST
     COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA (CONTINUED)

(In thousands, except property data amounts)
<TABLE>
<CAPTION>
                                                                                  Years Ended December 31,
                                                             -------------------------------------------------------------------
                                                                1998*        1997**        1996          1995          1994
                                                             ------------ ------------- ------------ ------------- -------------
<S>                                                          <C>          <C>           <C>          <C>           <C> 
OTHER DATA
Cash flows provided by (used in):
  Operating activities                                       $  138,419   $   65,974    $   41,267   $   37,594    $    33,560
  Investing activities                                          (55,013)     (73,709)      (41,697)     (97,003)     (198,0877)
  Financing activities                                          (84,227)      11,837         2,560       59,404        159,388
                                                                                             
Funds from operations***                                        137,996       75,753        39,999       35,260         28,604

PROPERTY DATA
Number of operating properties (at end of period)                   149          100            48           50             48
Number of operating apartment homes (at end of period)           51,310       34,669        17,611       16,742         15,783
Number of operating apartment homes (weighted average)           42,411       29,280        17,362       16,412         13,694
Weighted average monthly total property
  income per apartment home                                  $      626   $      562    $      529   $      487    $       452
Properties under development (at end of period)                      14            6             5            9              8

</TABLE>

     *Effective April 1, 1998 the Company acquired Oasis.
    **Effective April 1, 1997 the Company acquired Paragon.
   ***Management  considers FFO to be an appropriate  measure of the performance
      of an equity REIT.  The  National  Association  of Real Estate  Investment
      Trusts  ("NAREIT")  currently  defines  FFO as  net  income  (computed  in
      accordance with generally accepted accounting principles), excluding gains
      (or  losses)  from debt  restructuring  and sales of  property,  plus real
      estate   depreciation  and   amortization,   and  after   adjustments  for
      unconsolidated partnerships and joint ventures. In addition, extraordinary
      or  unusual  items,  along  with  significant  non-recurring  events  that
      materially   distort  the   comparative   measure  of  FFO  are  typically
      disregarded in its calculation.  Prior to March 1995 the NAREIT definition
      of  FFO  required  the  add  back  of  non-real  estate  depreciation  and
      amortization,  such as loan cost amortization.  Camden adopted the new FFO
      definition  prescribed by NAREIT during 1995. The Company's  definition of
      FFO  also  assumes  conversion  at  the  beginning  of the  period  of all
      convertible   securities,   including   minority   interests,   which  are
      convertible  into common  equity.  The Company  believes  that in order to
      facilitate a clear understanding of the consolidated  historical operating
      results of the  Company,  FFO should be examined in  conjunction  with net
      income as  presented in the  consolidated  financial  statements  and data
      included  elsewhere  in  this  report.  FFO is not  defined  by  generally
      accepted  accounting  principles.  FFO  should  not  be  considered  as an
      alternative  to net income as an  indication  of the  Company's  operating
      performance  or to net cash provided by operating  activities as a measure
      of the Company's liquidity.  Further, FFO as disclosed by other REIT's may
      not be comparable to the Company's calculation.



<PAGE>    87

                                                                    EXHIBIT 21.1

<TABLE>
<CAPTION>


                                                                 State of
                                                              Incorporation/               Name Under Which
                 Names of Subsidiaries                         Organization                Business is Done
- --------------------------------------------------------  ----------------------- -----------------------------------
<S>                                                       <C>                     <C>   

   1.  Camden Operating, L.P.                                      Delaware               Camden Operating, L.P.

   2.  Camden USA, Inc.                                            Delaware                  Camden USA, Inc.




</TABLE>



<PAGE>    88


                                                                    EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference in  Registration  Statements  No.
33-80230  filed on June 15, 1994, No.  333-32569  filed on July 31, 1997 and No.
333-57565  filed on June 24,  1998,  each on Form  S-8,  Amendment  No. 2 to No.
33-84658 filed on March 30, 1995, Amendment No. 1 to No. 33-84536 filed on March
30,  1995,  Amendment  No.  1 to No.  333-24637  filed on April  14,  1997,  No.
333-25637 filed on April 22, 1997 and Amendment No. 1 to No.  333-70295 filed on
January 8, 1999,  each on Form S-3, of Camden Property Trust of our report dated
January  26,  1999  (except  for  Notes 3, 6, 11 and 12 as to which  the date is
February  23,  1999),  appearing  in this  Annual  Report on Form 10-K of Camden
Property Trust for the year ended December 31, 1998.



DELOITTE & TOUCHE LLP

Houston, Texas
March 26, 1999





<PAGE>    89


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute  and  appoint D. Keith Oden and G. Steven  Dawson,  and each of them,
each  with  full  power  to  act  without   the  other,   his  true  and  lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.




                                          /s/Richard J. Campo
                         -------------------------------------------------------
                                              Signature


                                           Richard J. Campo
                         -------------------------------------------------------
                                              Print Name





Dated:      March 29, 1999




<PAGE>    90


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute and appoint Richard J. Campo and G. Steven Dawson,  and each of them,
each  with  full  power  to  act  without   the  other,   his  true  and  lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.




                                        /s/D. Keith Oden
                         -------------------------------------------------------
                                           Signature


                                         D. Keith Oden
                         -------------------------------------------------------
                                           Print Name





Dated:      March 29, 1999


<PAGE>    91


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY



         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute  and appoint D. Keith Oden and  Richard J.  Campo,  and each of them,
each  with  full  power  to  act  without   the  other,   his  true  and  lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.



                                           /s/G. Steven Dawson
                         -------------------------------------------------------
                                                Signature


                                             G. Steven Dawson
                         -------------------------------------------------------
                                                Print Name





Dated:      March 29, 1999



<PAGE>    92


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY



         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.




                                           /s/William R. Cooper
                         -------------------------------------------------------
                                                Signature


                                             William R. Cooper
                         -------------------------------------------------------
                                                Print Name





Dated:      March 25, 1999


<PAGE>    93


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY



         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.




                                           /s/George A. Hrdlicka
                         -------------------------------------------------------
                                                 Signature


                                            George A. Hrdlicka
                         -------------------------------------------------------
                                                 Print Name





Dated:      March 29, 1999





<PAGE>    94


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY



         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.




                                            /s/Scott S. Ingraham
                         -------------------------------------------------------
                                                 Signature


                                             Scott S. Ingraham
                         -------------------------------------------------------
                                                 Print Name





Dated:      March 26, 1999







<PAGE>    95


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY



         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.




                                             /s/Lewis A. Levey
                         -------------------------------------------------------
                                                Signature


                                              Lewis A. Levey
                         -------------------------------------------------------
                                                Print Name





Dated:      March 25, 1999



<PAGE>    96


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY



         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.




                                           /s/F. Gardner Parker
                         -------------------------------------------------------
                                                Signature


                                             F. Gardner Parker
                         -------------------------------------------------------
                                                Print Name





Dated:      March 29, 1999





<PAGE>    97


                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY



         KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  does  hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an Annual Report (the "Annual  Report") of CAMDEN  PROPERTY
TRUST on Form 10-K for the year ended  December 31, 1998 and to sign any and all
amendments to the Annual Report and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done as fully to all  intents and  purposes as the  undersigned
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.




                                           /s/Steven A. Webster
                         -------------------------------------------------------
                                                Signature


                                             Steven A. Webster
                         -------------------------------------------------------
                                                Print Name





Dated:      March 29, 1999



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                           9,933
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       2,487,942
<DEPRECIATION>                                 167,560
<TOTAL-ASSETS>                               2,347,982
<CURRENT-LIABILITIES>                                0
<BONDS>                                      1,002,568
                                0
                                         42
<COMMON>                                           447
<OTHER-SE>                                   1,169,899
<TOTAL-LIABILITY-AND-EQUITY>                 2,347,982
<SALES>                                              0
<TOTAL-REVENUES>                               323,839
<CGS>                                                0
<TOTAL-COSTS>                                  128,606
<OTHER-EXPENSES>                                78,113
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              50,467
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    57,333
<EPS-PRIMARY>                                     1.16
<EPS-DILUTED>                                     1.12
         

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1998             DEC-31-1998
<PERIOD-END>                               MAR-31-1998             JUN-30-1998             SEP-30-1998
<CASH>                                           6,765                 127,893                  39,959
<SECURITIES>                                         0                       0                       0
<RECEIVABLES>                                        0                       0                       0
<ALLOWANCES>                                         0                       0                       0
<INVENTORY>                                          0                       0                       0
<CURRENT-ASSETS>                                     0                       0                       0
<PP&E>                                       1,448,987               2,262,551               2,413,204
<DEPRECIATION>                                 108,865                 127,198                 147,285
<TOTAL-ASSETS>                               1,356,682               2,284,052               2,322,270
<CURRENT-LIABILITIES>                                0                       0                       0
<BONDS>                                        535,856                 926,118                 962,728
                                0                       0                       0
                                          0                      42                      42
<COMMON>                                           319                     446                     446
<OTHER-SE>                                     709,639               1,203,832               1,194,979
<TOTAL-LIABILITY-AND-EQUITY>                 1,356,682               2,284,052               2,322,270
<SALES>                                              0                       0                       0
<TOTAL-REVENUES>                                58,592                 150,179                 236,728
<CGS>                                                0                       0                       0
<TOTAL-COSTS>                                   25,607                  62,218                  95,877
<OTHER-EXPENSES>                                14,488                  36,977                  57,388
<LOSS-PROVISION>                                     0                       0                       0
<INTEREST-EXPENSE>                               7,754                  23,266                  36,680
<INCOME-PRETAX>                                      0                       0                       0
<INCOME-TAX>                                         0                       0                       0
<INCOME-CONTINUING>                                  0                       0                       0
<DISCONTINUED>                                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0                       0                       0
<NET-INCOME>                                     8,961                  23,215                  40,208
<EPS-PRIMARY>                                     0.28                    0.49                    0.83
<EPS-DILUTED>                                     0.27                    0.47                    0.79
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 5
<RESTATED>
<CIK> 0000906345
<NAME> CAMDEN PROPERTY TRUST
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1997
<PERIOD-END>                               DEC-31-1997             SEP-30-1997
<CASH>                                          10,516                   7,597
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                     0                       0
<PP&E>                                       1,397,138               1,325,840
<DEPRECIATION>                                  94,665                  87,014
<TOTAL-ASSETS>                               1,323,620               1,273,708
<CURRENT-LIABILITIES>                                0                       0
<BONDS>                                        480,754                 440,197
                                0                       0
                                          0                       0
<COMMON>                                           317                     318
<OTHER-SE>                                     710,247                 704,684
<TOTAL-LIABILITY-AND-EQUITY>                 1,323,620               1,273,708
<SALES>                                              0                       0
<TOTAL-REVENUES>                               199,789                 140,483
<CGS>                                                0                       0
<TOTAL-COSTS>                                   91,707                  65,015
<OTHER-EXPENSES>                                44,836                  31,425
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                              28,537                  20,742
<INCOME-PRETAX>                                      0                       0
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                    38,438                  18,753
<EPS-PRIMARY>                                     1.46                     .77
<EPS-DILUTED>                                     1.41                     .76
        

</TABLE>


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