• We could be negatively impacted by the condition of Fannie Mae or Freddie Mac;

• Unfavorable changes in economic conditions could adversely impact occupancy or rental rates;

• We face risks associated with land holdings;

• Difficulties of selling real estate could limit our flexibility;

• Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial cost;

• Competition could limit our ability to lease apartments or increase or maintain rental income;

• Development and construction risks could impact our profitability;

• Our acquisition strategy may not produce the cash flows expected;

• Competition could adversely affect our ability to acquire properties;

• Losses from catastrophes may exceed our insurance coverage;

• Investments through joint ventures and partnerships involve risks not present in investments in which we are the sole investor;

• We face risks associated with investments in and management of discretionary funds;

• We depend on our key personnel;

• Changes in laws and litigation risks could affect our business;

• Tax matters, including failure to qualify as a REIT, could have adverse consequences;

• Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;

• We have significant debt, which could have important adverse consequences;

• We may be unable to renew, repay, or refinance our outstanding debt;

• Variable rate debt is subject to interest rate risk;

• We may incur losses on interest rate hedging arrangements;

• Issuances of additional debt or equity may adversely impact our financial condition;

• Failure to maintain current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;

• Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders;

• Our share price will fluctuate; and

• We may reduce dividends on our equity securities or elect to pay a portion of the dividend in common shares.

These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.

Unless the context requires otherwise, "Camden," "we," "our," "us," and the "Company" refer to Camden Property Trust and Camden's consolidated subsidiaries and partnerships, collectively.
Executive Summary
Our results reflect the continued challenges the multifamily industry is currently facing. During 2008 and continuing in 2009, a number of factors adversely affecting demand for and rents received by our multifamily communities were intense and pervasive across the United States. As a result, the already difficult conditions within the industry have become progressively more challenging. High inventory levels of single-family homes and condominiums in the markets in which we operate, overall weak consumer confidence, and fears of a prolonged recession, among other factors, have persisted and, in some cases, accelerated thus far in 2009. We believe the effects of these factors on the multi-family industry have been further magnified by high levels of home foreclosures, liquidity disruptions in the financial markets, continued job losses, and a lack of job growth.
Based on our results, the market conditions discussed above, and our belief these conditions will continue in the near future, we are cautious regarding expected performance and expect a decline in property revenues during fiscal year 2009. However, positive impacts on our performance may result from reductions in the U.S. home ownership rate, more stringent lending criteria for prospective home-buyers, and long-term growth prospects for population, employment, and household formations in our markets, although there can be no assurance any of these factors will continue or will positively impact our operating results.
Due to the instability experienced during the current economic downturn, and our belief these conditions may not improve quickly, our near term primary focus is to strengthen our capital and liquidity position by selectively disposing of properties, controlling and reducing construction and overhead costs, generating positive cash flows from operations, and reducing outstanding debt and leverage ratios. However, should the current credit crisis and general economic recession continue, we may continue to experience a period of declining revenues. These conditions have also negatively impacted the number of potential buyers for our properties. The majority of our leases are for twelve months or less and, as a result, the impact of an economic downturn affects us quickly. The short-term nature of our leases also limits our ability to increase rents and combined with, among other factors, continuing job losses and decreased household formation, has resulted in our decreasing rents on lease renewals and leases for new residents.
While the continuation of the current economic environment and capital market disruptions could have a negative impact on us and adversely affect our future results of operations, access to debt from Fannie Mae and Freddie Mac has provided the multifamily sector with a liquidity source during 2009. On April 17, 2009, we closed a ten-year, 5.12% fixed rate, secured financing transaction with a Fannie Mae lender for $420 million. We have also reduced near-term maturing debt. On April 28, 2009, we completed a cash tender offer for certain series of notes maturing in 2010 and 2011 and retired approximately $169.5 million of our outstanding debt. The remaining proceeds were used to pay down all amounts outstanding under our revolving line of credit and for other general corporate purposes. To further strengthen liquidity and reduce leverage, we completed an equity offering in May 2009, which resulted in our issuing 10,350,000 common shares and receiving net proceeds of approximately $272.1 million. In June 2009, we repurchased and retired approximately $135.3 million of certain secured notes maturing in 2010 and 2011 from unrelated third parties. Subsequent to quarter-end, we repurchased and retired approximately $81.9 million of certain unsecured notes from unrelated third parties and have no scheduled maturities of debt remaining for fiscal year 2009. Approximately $19.2 million remains to be funded for one development project owned by a consolidated joint venture, which we expect to fund from an existing construction loan.
Subject to market conditions, we intend to continue to look for opportunities to acquire existing communities through our investment in and management of discretionary investment funds. Until the earlier of (i) December 31, 2011 or
(ii) such time as 90% of its committed capital is invested, subject to two one-year extensions, these funds will be our exclusive investment vehicles for acquiring fully developed multifamily properties, subject to certain exceptions. Our portfolio of apartment communities is geographically diverse, which we believe mitigates risks such as changes in demographics or job growth which may occur within individual markets, although may not mitigate such risks with respect to more wide-spread economic declines such as we are currently experiencing. In the long term, we intend to continue focusing on our development pipeline which currently contains ten properties in various stages of construction and lease-up. The commencement of future developments has and may continue to be impacted by economic conditions, changing construction costs, and other factors. We do not expect to start any new developments for the remainder of fiscal year 2009.

Property Portfolio
Our multifamily property portfolio, excluding land and joint venture properties
which we do not manage, is summarized as follows:

                                                 June 30, 2009                    December 31, 2008
                                          Apartment                          Apartment
                                            Homes          Properties          Homes           Properties
Operating Properties
Las Vegas, Nevada                              8,016                29            8,016                 29
Dallas, Texas                                  6,119                15            6,119                 15
Houston, Texas                                 5,949                15            6,620                 16
Tampa, Florida                                 5,503                12            5,503                 12
Washington, D.C. Metro                         6,068                17            5,702                 16
Charlotte, North Carolina                      3,574                15            3,574                 15
Orlando, Florida                               3,557                 9            3,557                  9
Atlanta, Georgia                               3,202                10            3,202                 10
Austin, Texas                                  2,454                 8            2,106                  7
Raleigh, North Carolina                        2,704                 7            2,704                  7
Denver, Colorado                               2,171                 7            2,171                  7
Southeast Florida                              2,520                 7            2,520                  7
Phoenix, Arizona                               2,433                 8            2,433                  8
Los Angeles/Orange County, California          2,481                 6            2,481                  6
San Diego/Inland Empire, California            1,196                 4            1,196                  4
Other                                          4,999                13            4,999                 13

Total Operating Properties                    62,946               182           62,903                181

Properties Under Development
Washington, D.C. Metro                             -                 -              366                  1
Houston, Texas                                   712                 3              712                  3
Austin, Texas                                      -                 -              348                  1

Total Properties Under Development               712                 3            1,426                  5

Total Properties                              63,658               185           64,329                186

Less: Joint Venture Properties (1)
Las Vegas, Nevada                              4,047                17            4,047                 17
Houston, Texas (2)                             2,199                 7            2,199                  7
Phoenix, Arizona                                 992                 4              992                  4
Los Angeles/Orange County, California            711                 2              711                  2
Washington, D.C. Metro                           508                 1              508                  1
Dallas, Texas                                    456                 1              456                  1
Austin, Texas                                    601                 2              601                  2
Denver, Colorado                                 320                 1              320                  1
Other                                          3,237                 9            3,237                  9

Total Joint Venture Properties                13,071                44           13,071                 44

Total Properties Owned 100%                   50,587               141           51,258                142

(1) Refer to Note 4, "Investments in Joint Ventures" in the notes to condensed consolidated financial statements for further discussion of our joint venture investments.

(2) Includes Camden Travis Street, a fully-consolidated joint venture, of which we retain a 25% ownership.

Stabilized Communities
We generally consider a property stabilized once it reaches 90% occupancy at the
beginning of the period. During the six months ended June 30, 2009,
stabilization was achieved at two properties as follows:

                                  Number of
                                  Apartment        Date of            Date of
        Property and Location       Homes         Completion       Stabilization

        Camden Main & Jamboree
        Irvine, CA                       290             3Q08                1Q09

        Camden Cedar Hills
        Austin, TX                       208             4Q08                2Q09

Discontinued Operations and Assets Held for Sale We intend to maintain a long-term strategy of managing our invested capital through the selective sale of properties and to utilize the proceeds to reduce our outstanding debt and leverage ratios and fund investments with higher anticipated growth prospects in our markets. Income from discontinued operations includes the operations of properties, including land, sold during the period or classified as held for sale as of June 30, 2009. The components of earnings classified as discontinued operations include separately identifiable property-specific revenues, expenses, depreciation, and interest expense. Any gain or loss on the disposal of the properties held for sale is also classified as discontinued operations.
As of June 30, 2009, no operating properties were designated as held for sale. During the six months ended June 30, 2009, we recognized a gain of approximately $16.9 million from the sale of one operating property, containing 671 apartment homes with a net book value of approximately $11.3 million, to an unaffiliated third party. This sale generated total net proceeds of approximately $28.0 million. During the six months ended June 30, 2008, we recognized gains totaling $14.7 million from the sale of three operating properties to unaffiliated third parties. These sales generated total net proceeds of approximately $23.8 million.
Development and Lease-Up Properties
At June 30, 2009, we had five completed consolidated properties in lease-up as follows:

                                Number of                                                                    Estimated
($ in millions)                 Apartment                             % Leased at         Date of             Date of
Property and Location             Homes          Cost Incurred          7/26/09          Completion        Stabilization

Camden Potomac Yard
Arlington, VA                          378      $         104.8                 84 %            2Q08                 4Q09
Camden Summerfield
Landover, MD                           291                 62.6                 93 %            2Q08                 3Q09
Camden Orange Court
Orlando, FL                            261                 45.5                 81 %            2Q08                 4Q09
Camden Whispering Oaks
Houston, TX                            274                 27.4                 92 %            4Q08                 3Q09
Camden Dulles Station
Oak Hill, VA                           366                 72.2                 67 %            1Q09                 2Q10

Total                                1,570      $         312.5                 83 %

At June 30, 2009, we had one consolidated property under construction as follows:

                                                                           Included in
                         Number of                                         Properties        Estimated         Estimated
($ in millions)          Apartment                            Cost            Under           Date of           Date of
Property and Location      Homes         Total Budget       Incurred       Development      Completion       Stabilization

Camden Travis Street
Houston, TX (1)                 253     $         39.0     $     19.8     $        19.8            1Q10                3Q10

(1) Camden Travis Street is a fully-consolidated joint venture, of which we retain a 25% ownership.

Our condensed consolidated balance sheet at June 30, 2009 included approximately $268.7 million related to properties under development and land. Of this amount, approximately $19.8 million related to Camden Travis Street above, approximately $192.9 million was invested in land for projects we may begin constructing in the future, and approximately $56.0 million was invested primarily in land tracts for which future development activities have been put on hold. At June 30, 2009, we had investments in non-consolidated joint ventures which were developing the following multi-family communities:

                                                   Number of                         Total          % Leased
($ in millions)                                    Apartment         Total            Cost             At
Property and Location           Ownership %          Homes           Budget         Incurred         7/26/09

Completed Communities (1)
Camden College Park
College Park, MD                          30 %            508             N/A      $    127.9               84 %
Camden Amber Oaks
Austin, TX                                20 %            348             N/A            35.0               62 %

Total Completed Communities                               856                      $    162.9

Under Construction
Braeswood Place (1) (2)
Houston, TX                               30 %            340      $     48.6      $     49.0               43 %
Belle Meade (1) (2)
Houston, TX                               30 %            119            33.2            29.6                6 %

Total Under Construction                                  459      $     81.8      $     78.6


                                                   Total Acres

Pre-Development (3)
Lakes at 610
Houston, TX                               30 %            6.1             N/A      $      6.8                -
Town Lake
Austin, TX                                72 %           25.9             N/A            39.6                -

Total Pre-Development                                    32.0                      $     46.4

(1) Properties in lease-up as of June 30, 2009.

(2) Properties being developed by joint venture partner.

(3) Properties in pre-development by joint venture partner.

Refer to Note 4, "Investments in Joint Ventures" in the notes to condensed consolidated financial statements for further discussion of our joint venture investments.

Results of Operations
Changes in revenues and expenses related to our operating properties from period
to period are due primarily to the performance of stabilized properties in the
portfolio, the lease-up of newly constructed properties, acquisitions, and
dispositions. Where appropriate, comparisons of income and expense on
communities included in continuing operations are made on a dollars-per-weighted
average apartment home basis in order to adjust for such changes in the number
of apartment homes owned during each period. Selected weighted averages for the
three and six months ended June 30, 2009 and 2008 are as follows:

                                             Three Months                   Six Months
                                            Ended June 30,                Ended June 30,
(in thousands)                           2009           2008           2009           2008
Average monthly property revenue
per apartment home                     $   1,046      $   1,056      $   1,046      $   1,046
Annualized total property expenses
per apartment home                     $   5,030      $   4,730      $   4,947      $   4,681
Weighted average number of
operating apartment homes owned
100%                                      50,175         49,093         50,096         48,924
Weighted average occupancy of
operating apartment homes owned
100%                                        94.3 %         93.8 %         94.0 %         93.5 %

Property-level operating results
The following tables present the property-level revenues and property-level expenses, excluding discontinued operations, for the three and six months ended June 30, 2009 as compared to the same periods in 2008:

                          Apartment              Three Months                                                   Six Months
                          Homes At              Ended June 30,                     Change                     Ended June 30,                     Change
($ in thousands)           6/30/09           2009            2008             $              %             2009            2008             $              %
Property revenues
Same store
communities                   42,670       $ 131,161       $ 134,310       $ (3,149 )        (2.3 )%     $ 262,392       $ 266,150       $ (3,758 )        (1.4 )%
Non-same store
communities                    6,347          19,565          17,688          1,877          10.6           39,437          34,522          4,915          14.2
Development and
lease-up communities           1,823           5,469           1,303          4,166             -           10,202           1,790          8,412             -
Dispositions/other                 -           1,262           2,226           (964 )       (43.3 )          2,458           4,529         (2,071 )       (45.7 )

Total property
revenues                      50,840       $ 157,457       $ 155,527       $  1,930           1.2 %      $ 314,489       $ 306,991       $  7,498           2.4 %


Property expenses
Same store
communities                   42,670       $  52,256       $  48,813       $  3,443           7.1 %      $ 102,615       $  96,569       $  6,046           6.3 %
Non-same store
communities                    6,347           7,678           7,269            409           5.6           14,995          14,381            614           4.3
Development and
lease-up communities           1,823           2,473           1,179          1,294             -            4,654           1,722          2,932             -
Dispositions/other                 -             687             788           (101 )       (12.8 )          1,645           1,837           (192 )       (10.5 )

Total property
expenses                      50,840       $  63,094       $  58,049       $  5,045           8.7 %      $ 123,909       $ 114,509       $  9,400           8.2 %

Same store communities are communities we owned and were stabilized as of January 1, 2008. Non-same store communities are stabilized communities we have acquired, developed or re-developed after January 1, 2008. Development and lease-up communities are non-stabilized communities we have acquired or developed after January 1, 2008.
Same store analysis
Same store property revenues for the three months ended June 30, 2009 decreased approximately $3.1 million, or 2.3%, from the same period in 2008. Same store rental revenues decreased approximately $5.1 million, or 4.4%, due to a 0.4% decline in average occupancy and a 4.4% decline in average rental rates for our same store portfolio due to, among other factors, the challenges within the multifamily industry as discussed in the Executive Summary. This decrease was partially offset by an approximate $2.0 million increase in other property revenue due to the continued rollout of Perfect Connection, which provides cable services to our residents, and other utility rebilling programs.
Same store property revenues for the six months ended June 30, 2009 decreased approximately $3.8 million, or 1.4%, from the same period in 2008. Same store rental revenues decreased approximately $8.3 million, or 3.5%, due to a 0.3% decline in average occupancy and a 3.5% decline in average rental rates for our same store portfolio due to, among other factors, the challenges within the multifamily industry as discussed in the Executive Summary. The decrease was partially offset by approximately $4.5 million increase in other property revenue due to the continued rollout of our implementation of Perfect Connection and other utility rebilling programs.

Property expenses from our same store communities increased approximately $3.4 million, or 7.1%, for the three months ended June 30, 2009 as compared to the same period in 2008. The increases in same store property expenses were primarily due to increases in expenses for property insurance and taxes, employee benefit expenses, and expenses related to our utility rebilling programs discussed above, offset by decreased marketing and leasing expenses; excluding the expenses associated with our utility rebilling programs, same store property expenses for this period increased approximately $2.4 million, or 5.1%.
Property expenses from our same store communities increased approximately $6.0 million, or 6.3%, for the six months ended June 30, 2009 as compared to the same period in 2008. The increases in same store property expenses were primarily due to increases in expenses for property insurance and taxes, . . .