UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2006

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

For the transition period from                      to                     

CAMDEN PROPERTY TRUST

(Exact name of registrant as specified in its charter)

Texas		76-6088377
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3 Greenway Plaza, Suite 1300 Houston, Texas (Address of principle executive offices)		77046 (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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ      No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o      No þ

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 þ      No o

Indicated 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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer þ                    Accelerated filer o                     Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Exchange Act). Yes o      No þ

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $4,091,663,801 based on a June 30, 2006 share price of $73.55.

On February 19, 2007, the number of outstanding common shares of the registrant’s was 56,794,195 (net of 8,554,483 treasury shares).

None.

 

 

Explanatory Paragraph

     We are filing this amendment to our Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission on February 28, 2007 (the “Original Filing”), solely for the purpose of including audited financial statements for certain of our equity investments. This Form 10-K/A does not in any other way modify or update other disclosures in, or exhibits to, the Original Filing.

     As a result of this amendment, the management certifications, filed as exhibits to the Original Filing, have been re-executed and re-filed as of the date of this Form 10-K/A.

PART IV

Item 15. Exhibits and Financial Statement Schedules

     The following documents are filed as part of this amendment:

Exhibit No.		Description
23.1		Consent of Deloitte & Touche LLP
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Consolidated Financial Statements of G&I V Midwest Residential, LLC for the Period from September 20, 2006 (Date of Inception) through December 31, 2006, and Report of Independent Registered Public Accounting Firm
99.2		Financial Statements of CPT Addison, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.3		Financial Statements of CPT Fountain Palms, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.4		Financial Statements of CPT Holly Springs, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.5		Financial Statements of CPT Park, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.6		Financial Statements of CPT Parkside, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.7		Financial Statements of CPT Pecos Ranch, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.8		Financial Statements of CPT Pines, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.9		Financial Statements of CPT Sierra, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm

Exhibit No.		Description
99.10		Financial Statements of CPT Sugar Grove, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.11		Financial Statements of CPT Summit, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.12		Financial Statements of CPT Tiara, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.13		Financial Statements of CPT Towne Center, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm

SIGNATURES

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

EXHIBIT INDEX

Exhibit No.		Description
23.1		Consent of Deloitte & Touche LLP
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Consolidated Financial Statements of G&I V Midwest Residential, LLC for the Period from September 20, 2006 (Date of Inception) through December 31, 2006, and Report of Independent Registered Public Accounting Firm
99.2		Financial Statements of CPT Addison, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.3		Financial Statements of CPT Fountain Palms, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.4		Financial Statements of CPT Holly Springs, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.5		Financial Statements of CPT Park, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.6		Financial Statements of CPT Parkside, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.7		Financial Statements of CPT Pecos Ranch, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.8		Financial Statements of CPT Pines, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.9		Financial Statements of CPT Sierra, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm

Exhibit No.		Description
99.10		Financial Statements of CPT Sugar Grove, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.11		Financial Statements of CPT Summit, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.12		Financial Statements of CPT Tiara, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm
99.13		Financial Statements of CPT Towne Center, LP for the Year Ended December 31, 2006, and the Period from March 18, 2005 (Date of Inception) through December 31, 2005, and Report of Independent Registered Public Accounting Firm