SUMMARY

      This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the detailed information that may be important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should carefully read this entire joint proxy statement/prospectus and the other documents to which we refer, including the merger agreement, as amended, a copy of which is attached to this joint proxy statement/prospectus as Annex A. In addition, we incorporate by reference important business and financial information about Camden and Summit into this joint proxy statement/prospectus. You can obtain the information incorporated by reference without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 110. Each item in this summary refers to the pages where that subject is discussed more fully.

The Companies

Camden Property Trust

      Camden Property Trust, a Texas real estate investment trust, engages in activities related to the ownership, development, construction and management of multifamily apartment communities. As of September 30, 2004, Camden owned interests in, operated or was developing 148 multifamily properties containing 53,122 apartment homes located in ten states. At September 30, 2004, Camden had one recently completed multifamily property containing 538 apartment homes in lease-up. Camden had 1,114 apartment homes under development at three of its multifamily properties, including 464 apartment homes at one multifamily property owned through a joint venture, at September 30, 2004. Additionally, Camden has several sites that it intends to develop into multifamily apartment communities.

      For more information on the business of Camden, please refer to Camden’s Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for the period ended September 30, 2004. Please refer to the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 106 in order to find out where you can obtain copies of these reports as well as the other documents that Camden files with the SEC.

Summit Properties Inc.

      Summit Properties Inc., a Maryland corporation, is a real estate investment trust that focuses on the operation, development and acquisition of luxury apartment communities in select neighborhoods throughout the Southeast and Mid-Atlantic United States. Summit focuses its efforts in five markets, which consist of Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte. As of September 30, 2004, Summit’s portfolio consisted of 43 completed communities comprising 13,603 apartment homes; four communities owned in a joint venture, comprised of 1,203 apartment homes; and four apartment communities with 1,715 apartment homes in various stages of development (two of which communities with 972 apartment homes were not yet in lease-up as of September 30, 2004).

      Substantially all of Summit’s business activities are conducted through its operating partnership, Summit Properties Partnership, L.P., which we refer to in this joint proxy statement/prospectus as the Operating Partnership, of which Summit is the sole general partner.

      For more information on the business of Summit, please refer to Summit’s Annual Report on Form 10-K for the year ended December 31, 2003, Current Report on Form 8-K filed with the SEC on November 15, 2004 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

The Special Meetings

The Camden Special Meeting; Vote Required (see page 43)

      The Camden special meeting will be held at Renaissance Hotel, 6 East Greenway Plaza, Houston, Texas, on Monday, February 28, 2005 at 9:00 a.m., Central Time. At the special meeting, holders of Camden common shares will be asked to consider and vote on a proposal to approve the issuance of Camden common shares pursuant to the merger agreement. In accordance with the listing requirements of the New York Stock Exchange, or the NYSE, approval of the issuance of such common shares requires the affirmative vote of the holders of at least a majority of the Camden common shares cast on such proposal at the Camden special meeting, provided that the total votes cast on the proposal represents over 50% of the outstanding Camden common shares entitled to vote on the proposal. As of the record date for the Camden special meeting, Camden’s trust managers, executive officers and their affiliates beneficially owned, excluding share options and partnership units held by them, 1,181,004 Camden common shares, representing approximately 3.0% of the outstanding Camden common shares entitled to vote at the Camden special meeting.

      You can vote at the Camden special meeting if you owned Camden common shares at the close of business on January 24, 2005.

The Summit Special Meeting; Vote Required (see page 46)

      The Summit special meeting will be held at the offices of J.P. Morgan Securities Inc., 277 Park Avenue, 11th floor, New York, New York, on Monday, February 28, 2005 at 10:00 a.m., Eastern Time. At the special meeting, holders of Summit common stock will be asked to consider and vote on a proposal to approve the merger agreement and the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden. Approval of the merger agreement and the merger requires the affirmative vote of the holders of a majority of the outstanding shares of Summit common stock as of the record date for the Summit special meeting. As of the record date for the Summit special meeting, Summit’s directors, executive officers and their affiliates beneficially owned, excluding stock options and partnership units held by them, 1,376,803 shares of Summit common stock, representing approximately 4.4% of the outstanding shares of Summit common stock entitled to vote at the Summit special meeting.

      You can vote at the Summit special meeting if you owned Summit common stock at the close of business on January 24, 2005.

Recommendation of the Camden Board (see page 55)

      The Camden board has unanimously approved and adopted the merger agreement and the merger, has unanimously determined that the merger agreement and the merger are advisable and in the best interests of Camden and its shareholders and unanimously recommends that Camden shareholders vote FOR approval of the issuance of Camden common shares pursuant to the merger agreement. Camden shareholders also should refer to the reasons the Camden board considered in determining whether to approve and adopt the merger agreement and the merger beginning on page 55.

Recommendation of the Summit Board (see page 64)

      The Summit board has unanimously approved and adopted the merger agreement and the merger, has unanimously determined that the merger agreement and the merger are advisable and in the best interests of Summit and its stockholders and unanimously recommends that Summit stockholders vote FOR approval of the merger agreement and the merger. Summit stockholders should refer to the reasons the

The Merger

Summary of the Transaction

      Camden and Summit entered into an agreement and plan of merger on October  4, 2004, which was subsequently amended on October 6, 2004 and January 24, 2005. The merger agreement provides for the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden, with Camden Summit as the surviving corporation. A copy of the merger agreement, as amended, is attached to this joint proxy statement/prospectus as Annex A. We encourage you to read the merger agreement, as amended, because it is the legal document that governs the merger.

Merger Consideration (see page 80)

      If the merger is completed and you are a Summit stockholder, you will have the right to elect to receive for some or all of your shares of Summit common stock that you hold either:

      As described in this joint proxy statement/prospectus, elections are subject to reallocation due to the fixed limitation on the amount of cash to be paid in the merger.

      The value of the merger consideration that you receive in the merger may vary depending on whether you receive Camden common shares or cash. The value of the cash consideration is fixed at $31.20 for each share of Summit common stock. The value of the share consideration is not fixed and will depend on the value of .6687 of a Camden common share at the time of the closing of the merger. This value can be determined by multiplying the trading price of a Camden common share at the time of the closing of the merger by .6687.

      As illustrated in the table below, the value of .6687 of a Camden common share at the closing of the merger may be less than or greater than $31.20. In particular, if the value of a Camden common share at the closing of the merger is less than $46.66, then the $31.20 in cash would be greater than the value of .6687 of a Camden common share.

      Because the merger consideration is subject to reallocation, the table above does not set forth the actual merger consideration that will be received by Summit stockholders and is only for illustrative purposes. The effect on the merger consideration to be received by Summit stockholders as a result of reallocation of the merger consideration is set forth in the table entitled “Consideration to be Received by Summit Stockholders for Each Share of Summit Common Stock After Reallocation” on page 10.

      You are urged to check the trading price of Camden common shares prior to completing your proxy and your election form. The trading price of Camden common shares will fluctuate between the date of this joint proxy statement/prospectus, the date of your election and the closing of the merger. As a result, as the table above illustrates, fluctuations in the trading price of Camden common shares will alter the value of the Camden common shares that you may receive in the merger.

      The merger agreement includes a price-based termination right designed to protect Summit stockholders if the value of Camden common shares decreases to below $39.31 per Camden common share, during a period leading up to the merger as described below under “— Summit Price-Based Termination Right” and “The Merger Agreement — Summit Price-Based Termination Right.”

      The total amount of cash that will be paid to Summit stockholders as consideration in the merger is fixed at approximately $436.3 million, subject to increase based on the number of shares of Summit common stock outstanding immediately prior to the closing of the merger, which we refer in this joint proxy statement/prospectus as the aggregate cash consideration. The cash elections and the share elections in the merger are subject to reallocation to preserve this fixed limitation on the amount of cash to be paid in the merger. As a result, even if a Summit stockholder makes a cash election or a share election, it may receive a mix of cash and shares.

      If the aggregate number of shares held by Summit stockholders electing to receive the cash consideration exceeds the aggregate cash consideration, then the exchange agent will reallocate, pro rata, to those Summit stockholders who are deemed to have elected to receive the cash consideration, a sufficient amount of the share consideration instead of the cash consideration so that the aggregate amount of cash to be issued by Camden in the merger equals the aggregate cash consideration.

      If the aggregate number of shares held by Summit stockholders electing to receive the cash consideration is less than the aggregate cash consideration, then the exchange agent will reallocate, pro rata, to those Summit stockholders who are deemed to have elected to receive the share consideration, a sufficient amount of the cash consideration instead of the share consideration so that the aggregate amount of cash to be issued by Camden in the merger equals the aggregate cash consideration.

      The table below illustrates some, but not all, potential outcomes and sets forth the amount of cash consideration and/or share consideration that you could receive, depending on the number of Summit stockholders that elect to receive cash in the merger. The calculations in the table below are based on the assumption that there will be 31,602,601 shares of Summit common stock outstanding immediately prior to the closing of the merger and therefore that the amount of cash that will be paid to Summit stockholders in the merger is equal to approximately $436.3 million. These calculations will vary if there is a different number of shares of Summit common stock outstanding immediately prior to the merger. The table below also assumes that each Summit stockholder has made an election and that there is no increase in the exchange ratio. For a full description of the reallocation provisions, see “The Merger Agreement — Reallocation of Stockholder Elections” beginning on page 80.

Consideration to Be Received by Summit Stockholders for Each Share of

Delivery of Election Forms (see page 82)

      If you are a Summit stockholder, you are receiving with this joint proxy statement/prospectus an election form with instructions for making the cash election or the share election that you must properly complete and deliver to the exchange agent along with your stock certificates (or a properly completed

      Because the United States federal income tax consequences will differ depending on whether you receive solely Camden common shares, solely cash or a combination of Camden common shares and cash for your shares of Summit common stock in the merger, you should carefully read the United States federal income tax information in the section entitled “Material Federal Income Tax Consequences” beginning on page 92.

Fairness Opinions

      In deciding to approve and adopt the merger agreement and the merger, the Camden board considered the oral opinion, delivered on October 4, 2004, of its financial advisor, Deutsche Bank Securities Inc., which we refer to as Deutsche Bank, to the effect that, as of such date, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, the merger consideration was fair, from a financial point of view, to Camden. This opinion was confirmed in writing on October 6, 2004. The Deutsche Bank opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Deutsche Bank in connection with its opinion, is attached as Annex B to this joint proxy statement/prospectus. Deutsche Bank did not make any independent valuation or appraisal of the assets or liabilities of Summit and was not furnished with any such appraisals in connection with preparing its fairness opinion. We encourage Camden shareholders to read this opinion carefully. This opinion does not, however, constitute a recommendation to any Camden shareholder with respect to any matters relating to the proposed merger.

      In deciding to approve and adopt the merger agreement and the merger, the Summit board considered the oral opinion, delivered on October 4, 2004, subsequently confirmed in writing, of its financial advisor, J.P. Morgan Securities Inc., which we refer to as JPMorgan, that, as of that date and based upon and subject to the various considerations and assumptions described in the opinion, the consideration to be received by the holders of Summit common stock (including with respect to equity securities convertible into, or redeemable by Summit under certain circumstances for, shares of Summit common stock, any holders thereof on an as-converted or as-redeemed basis, as the case may be) in the merger was fair, from a financial point of view, to such holders. The JPMorgan opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by JPMorgan in connection with its opinion, is attached as Annex C to this joint proxy statement/prospectus. JPMorgan did not make an independent evaluation or appraisal of the assets and liabilities of Summit or Camden or any of their subsidiaries and was not furnished with an evaluation or appraisal of

Merger Financing (see page 77)

      Camden intends to finance the estimated $519.9 million of merger costs, including the approximately $436.3 million cash portion of the merger consideration to be paid to Summit stockholders, under a new $500 million senior unsecured bridge facility and by borrowing the remaining $19.9 million of merger costs under Camden’s existing $600 million credit facility. The new bridge facility has a term of 364 days from funding and an interest rate of LIBOR plus 80 basis points, which interest rate is subject to certain conditions. Camden Operating, L.P. and certain of Camden’s other subsidiaries have guaranteed any outstanding obligation under the bridge facility. At January 24, 2005, Camden had available borrowing capacity under its existing credit facility of $489.7 million.

The Spin-Off Transaction (see page 78)

      In connection with the merger, Camden expects to form a joint venture and transfer to the joint venture multifamily properties currently owned by Camden with an estimated value of $425 million to $525 million. Camden expects to retain a minority interest in the joint venture and continue to provide property management services for the properties transferred to the joint venture. Camden expects to use a portion of the proceeds from this transaction to repay the bridge facility that will finance the merger costs, including the cash portion of the merger consideration. If the spin-off transaction is not consummated, Camden will need to repay the bridge financing by other means, which may result in Camden incurring increased interest costs on any replacement indebtedness due to higher interest costs of longer-term debt. See “Risk Factors — Camden will need to replace, at or before maturity, a $500 million bridge facility that will be used to finance a portion of the cash consideration and merger costs.”

Risks Associated with the Merger (see page 32)

      The Camden and Summit boards believe that the merger is advisable and in the best interests of their respective shareholders and stockholders. There are, however, risks associated with the merger that you should consider in deciding how to vote. These risks include, among others:

Risks Associated with the Ownership of Camden Common Shares (see page 37)

      There are risks associated with the ownership of Camden common shares that Summit stockholders should consider in deciding whether to elect to receive the share consideration or the cash consideration in the merger. Summit stockholders should carefully consider the information set forth below under “Risk Factors — Risks Associated with the Ownership of Camden Common Shares” in conjunction with the other information contained or incorporated by reference in this joint proxy statement/prospectus before making a decision to elect to receive Camden common shares in the merger.

The Partnership Transaction (see page 76)

      Upon the closing of the merger, the Operating Partnership will continue to exist, Camden Summit will become the general partner of the Operating Partnership and, subject to the required approvals of the limited partners, the limited partnership agreement of the Operating Partnership will be amended and restated. Subject to the closing of the merger, holders of Operating Partnership common units, other than Summit, may elect:

      Any cash payments made to the limited partners upon redemption of their common units for $31.20 in cash per common unit will not reduce the total amount of cash that will be paid to Summit stockholders in the merger, which is fixed at approximately $436.3 million, based on the number of shares of Summit common stock outstanding on January 24, 2005.

      The merger, which will result in the transfer of Summit’s general partnership interest in the Operating Partnership to Camden Summit, and the amendment and restatement of the limited partnership agreement of the Operating Partnership each require the approval of the holders of at least a majority of the outstanding common units, other than Summit. Two such holders, holding approximately 36.4% of the outstanding units entitled to vote on these proposals, have entered into a voting agreement agreeing to vote their units in favor of such matters. In connection with the merger, Camden and the Operating Partnership have filed a registration statement on Form S-4 to register the common units and the Camden common shares issuable to holders of such units upon redemption. That registration statement contains a consent solicitation/prospectus soliciting the required approvals of the limited partners.

      The merger will not be completed even if Camden shareholders approve the issuance of Camden common shares pursuant to the merger agreement and Summit stockholders approve the merger agreement and the merger but the required approvals of limited partners are not obtained.

Conditions to the Closing of the Merger (see page 88)

      Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to complete the merger is subject to the fulfillment or waiver of a number of conditions, including the following:

      In addition, Camden’s obligation to complete the merger is subject to, among other things:

      In addition, Summit’s obligation to complete the merger is subject to, among other things:

      Where the law permits, Camden or Summit could decide to complete the merger even though one or more conditions were not satisfied. By law, neither Camden nor Summit can waive:

      Whether any of the other conditions would be waived would depend on the facts and circumstances as determined by the reasonable business judgment of the Camden or Summit boards. If Camden or Summit waive compliance with one or more of the other conditions and the condition was deemed material to a vote of Camden common shareholders and/or Summit common stockholders, Camden and/or Summit would have to resolicit shareholder or stockholder approval, as applicable, before closing the merger. Neither Camden nor Summit intends to notify shareholders or stockholders of any waiver that, in the

      It is a condition to the closing of the merger that Locke Liddell & Sapp LLP, counsel to Camden, deliver an opinion as to Camden’s qualification as a REIT under the Internal Revenue Code and Camden’s ability to so qualify after the merger. It is also a condition to the closing of the merger that Goodwin Procter LLP, counsel to Summit, deliver an opinion that the merger qualifies as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code and as to Summit’s qualification as a REIT under the Internal Revenue Code. These conditions will not be waived.

No Solicitation by Summit (see page 86)

      The merger agreement contains restrictions on Summit’s ability to solicit, initiate or encourage, or participate in any discussions or negotiations regarding an Acquisition Proposal, as defined in the section entitled “The Merger Agreement — No Solicitation by Summit.” Notwithstanding these restrictions, the merger agreement provides that, under specified circumstances, if Summit receives an unsolicited bona fide Acquisition Proposal from a third party, Summit may furnish non-public information to that third party and may participate in discussions and negotiations regarding such Acquisition Proposal if the Summit board determines in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to be inconsistent with its duties to Summit or its stockholders under applicable law and the Summit board determines that such Acquisition Proposal is reasonably likely to lead to proposal that is superior to the merger.

Termination of the Merger Agreement (see page 89)

      Camden or Summit may terminate the merger agreement, whether before or after the required shareholder, stockholder and limited partner approvals are obtained, if:

      Camden also may terminate the merger agreement:

      Summit also may terminate the merger agreement:

      Camden and Summit also may mutually agree to terminate the merger agreement.

Summit Price-Based Termination Right (see page 90)

      In addition to the termination rights described above, Summit may also terminate the merger agreement if:

Termination Fee and Termination Expenses (see page 91)

      Summit has agreed to pay to Camden a termination fee of $50 million, which represents approximately 2.3% of the total transaction value, if the merger agreement is terminated:

      Under the merger agreement, Summit and Camden also may become obligated under specified circumstances to reimburse the other party’s expenses if the merger agreement is terminated.

Conflicts of Interest of Summit Directors and Executive Officers in the Merger and the Partnership Transaction (see page 73)

      When Summit stockholders consider the Summit board’s recommendation to vote in favor of the merger agreement and the merger, Summit stockholders should be aware that members of the Summit board as well as some Summit executive officers may have interests in, and will receive benefits from, the merger and the partnership transaction that may differ from, or are in addition to, the interests of other Summit stockholders and limited partners generally. As a result of the merger and the partnership transaction, Summit executive officers and directors have received or will receive the following:

Trust Managers and Executive Officers of Camden After the Merger (see page 73)

      Following the merger, the current trust managers of Camden will remain as trust managers of Camden. In addition, the merger agreement provides that Messrs. McGuire and Paulsen will become members of the Camden board and will be nominated by the Camden board for election at the next annual meeting of Camden shareholders. Following the merger, the current executive officers of Camden will remain as executive officers of Camden. None of the current executive officers of Summit will become executive officers of Camden following the merger.

Regulatory Approvals (see page 78)

      Neither Camden nor Summit is aware of any material federal or state regulatory requirements that must be complied with or approvals that must be obtained by Camden, Camden Summit, Summit or the Operating Partnership in connection with either the merger or the partnership transaction.

Accounting Treatment (see page 78)

      The merger will be treated as a purchase for financial accounting purposes. This means that Camden will record the assets acquired and the liabilities assumed at their estimated fair values at the time the merger is completed.

Material Federal Income Tax Consequences (see page 92)

      Summit has received an opinion of counsel to the effect that, based on certain facts, representations and assumptions, the merger will be treated as a “reorganization” for federal income tax purposes. Accordingly, Summit stockholders generally will not recognize any gain or loss on the exchange of shares of Summit common stock for Camden common shares. However, Summit stockholders generally will be taxed if they receive cash in exchange for their shares of Summit common stock or instead of any fractional share of Camden common shares that they would otherwise be entitled to receive. Summit’s obligation to complete the merger is conditioned on the receipt of this opinion, dated as of the effective date of the merger, regarding the federal income tax treatment of the merger to it and the stockholders of Summit.

      Tax matters are complicated, and the tax consequences of the merger to Summit stockholders will depend upon the facts of their particular situation and on whether they receive shares, cash or a mix of cash and shares. In addition, Summit stockholders may be subject to federal, state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. Accordingly, Summit stockholders are strongly urged to consult their own tax advisors for a full understanding of the tax consequences of the merger to them.

Comparison of Rights of Shareholders of Camden and Stockholders of Summit (see page 98)

      The rights of holders of Summit common stock currently are governed by the Maryland General Corporation Law and Summit’s articles of incorporation and bylaws. Following the closing of the merger, the rights of former holders of Summit common stock who receive Camden common shares in the merger will be governed by the Texas Real Estate Investment Trust Act and Camden’s declaration of trust and bylaws.

Camden Common Shares to be Listed on the New York Stock Exchange

      Camden will list the Camden common shares to be issued to holders of shares of Summit common stock in connection with the merger on the NYSE. After the closing of the merger, there will be no further trading in shares of Summit common stock and Summit will delist its common stock from the NYSE and deregister it for purposes of the Securities Exchange Act of 1934.

Dissenters’ Appraisal Rights (see page 79)

      No dissenters’ appraisal rights are available to shareholders of Camden or stockholders of Summit under applicable law in connection with the merger.

Selected Historical Financial Information

      The following financial information is provided to assist you in your analysis of the financial aspects of the merger. The annual Camden historical information has been derived from the audited consolidated financial statements of Camden as of and for each of the years ended December 31, 1999 through 2003. The annual Summit historical information has been derived from the audited consolidated financial statements of Summit as of and for each of the years ended December 31, 1999 through 2003. The historical information as of and for the nine months ended September 30, 2003 and 2004 has been derived from interim, unaudited condensed consolidated financial statements of both Camden and Summit that, in the opinion of each company’s management, include all adjustments that are considered necessary for the fair presentation of the respective company’s results for the interim periods. The information is only a summary and should be read in conjunction with each company’s historical consolidated financial statements and related notes contained in Camden’s and Summit’s annual, quarterly and other reports that have been incorporated by reference in this joint proxy statement/prospectus, as well as other information that Camden and Summit have filed with the SEC. See “Where You Can Find More Information” beginning on page 110. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of results for the year ending December 31, 2004. For a discussion of certain factors that may materially affect the comparability of the selected historical financial information or cause the data reflected herein not be indicative of Camden’s future financial condition or results of operations, see the section in this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 32.

Camden Property Trust