SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ODEN D KEITH (Last) (First) (Middle) C/O CAMDEN PROPERTY TRUST 3 GREENWAY PLAZA STE 1300 (Street) HOUSTON TX 77046 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CAMDEN PROPERTY TRUST [ (CPT) ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and COO
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	02/10/2004		M		50,000	A	$31.48	531,290	D
Common Shares of Beneficial Interest	02/10/2004		M		30,000	A	$34.59	561,290	D
Common Shares of Beneficial Interest	02/10/2004		F		59,357	D	$44	501,933	D
Common Shares of Beneficial Interest	02/10/2004		A		618	A	$44	502,551	D
Common Shares of Beneficial Interest	02/10/2004		J(2)		20,643	D	$44	481,908(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Purchase)	$31.48	02/10/2004		M			50,000	02/05/2004	02/05/2013	Common Shares of Beneficial Interest	50,000	$0	1,201,778	D
Employee Stock Option (Right to Purchase)	$34.59	02/10/2004		M			30,000	01/28/2004	01/28/2012	Common Shares of Beneficial Interest	30,000	$0	1,171,778	D
Employee Stock Option (Right to Purchase)	$44	02/10/2004		A		59,357		02/10/2004	02/10/2014	Common Shares of Beneficial Interest	59,357	$0	1,231,135	D
Options to purchase common shares	(2)	02/10/2004		J(2)		26,700		02/10/2004	02/10/2034	Common Shares of Beneficial Interest	26,700	$0	1,257,835	D
Options to purchase common shares	(2)	02/10/2004		J(2)		1,720		(3)	02/10/2034	Common Shares of Beneficial Interest	1,720	$0	1,259,555	D
Options to purchase common shares	(2)	02/10/2004		J(2)		7,225		(4)	02/10/2034	Common Shares of Beneficial Interest	7,225	$0	1,266,780(5)	D

Explanation of Responses:

1. Includes 9,348 shares received as a liquidating distribution from Centeq Realty, Inc. In prior reports, the reporting person reported beneficial ownership of 18,696 shares held by Centeq Realty, Inc. Also includes 892 shares acquired through the issuer's Employee Share Purchase Plan and 490 shares acquired through the issuer's dividend reinvestment plan and previously reported as holdings of derivative securities. Does not include 18,902 shares erroneously included in prior reports in the agg regate amount of non-derivative securities beneficially owned.

2. Granted by the Committee appointed in accordance with the provisions of the issuer's Rabbi Trust and represents the difference between the exercise prices of the employee stock options described in the first two rows above and the market price of the shares on the date of exercise, as adjusted for the exercise price of these options (which is equal to 25% of the value of the shares as of the date of grant).

3. Becomes exercisable 10% on each of February 10, 2005 and 2006 and 80% on February 10, 2007.

4. Becomes exercisable 10% on each of February 10, 2005, 2006, 2007 and 2008 and 60% on February 10, 2009.

5. Does not include 490 shares acquired through the issuer's dividend reinvestment plan and previously reported as holdings of derivative securities.

	/s/ D. Keith Oden	02/10/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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