SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~__________________________________~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~report (Date of ~~1934~~earliest event reported): October 5, 2004

~~__________________________________~~SUMMIT PROPERTIES PARTNERSHIP, L.P.

~~Date of report~~ (~~Date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported):~~specified ~~April~~in ~~23, 2004~~ charter)

SUMMIT PROPERTIES PARTNERSHIP, L.P.


Delaware	000-22411	56-1857809

(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

~~(Exact~~309 ~~name~~East ofMorehead ~~Registrant~~Street, asSuite 200, ~~specified~~Charlotte, inNC ~~charter)~~ 28202

Delaware	56-1857809
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
309 E. Morehead Street, Suite 200
Charlotte, North Carolina	28202
(Address of principal executive offices)	(Zip code)

(Address of principal executive offices) (Zip code)

(704) 334-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

~~Item~~ Check 7.the ~~Exhibits~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (c17 CFR 230.425) ~~Exhibits~~ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ~~The~~o ~~following~~Pre-commencement ~~exhibits~~communications ~~are~~pursuant ~~being~~to ~~furnished~~Rule ~~herewith:~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Exhibit~~ 1

~~Number Title~~TABLE OF CONTENTS

99.1 Earnings Release and Supplemental Financial Data of Summit Properties Inc. issued on April 23, 2004 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of Summit Properties Inc. filed on April 23, 2004, File No. 001-12792)


	Item 1.01 Entry into a Definitive Material Agreement
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Voting Agreement

ItemTable 12. Results of Operations and Financial Condition. Contents

OnItem ~~April 23, 2004 Summit Properties Inc~~1.,01 ~~the~~Entry ~~general~~into ~~partner~~a ofDefinitive ~~Summit~~Material Properties Partnership, L.P., issued an earnings release and supplemental financial data announcing its financial results for the first quarter of 2004. A copy of Summit Properties Inc.’s earnings release and supplemental financial data is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Agreement

~~The~~On ~~information~~October 4, in2004, ~~this~~Summit ~~Current~~Properties ~~Report~~Inc. on(“Summit”), ~~Form~~Camden ~~8-K~~Property Trust (“Camden”) and ~~the~~Camden ~~Exhibits~~Sparks, ~~attached~~Inc., ~~hereto~~a ~~shall~~wholly ~~not~~owned besubsidiary ~~deemed~~of ~~"filed"~~Camden (“Camden ~~for~~Sparks”), ~~purposes~~announced ofthat ~~Section~~they 18had ofentered ~~the~~into ~~Securities~~an ~~Exchange~~Agreement ~~Act~~and Plan of ~~1934~~Merger, ~~(the~~dated ~~"Exchange~~as ~~Act")~~of orOctober 4, ~~otherwise~~2004 ~~subject to~~ (the ~~liabilities~~“Merger ~~of that section~~Agreement”), ~~nor~~which ~~shall~~sets forth itthe beterms ~~deemed~~and ~~incorporated~~conditions bypursuant ~~reference~~to inwhich ~~any~~Summit ~~filing~~will ~~under~~be ~~the~~merged ~~Securities~~with ~~Act~~and into ofCamden ~~1933~~Sparks or (the ~~Exchange~~“Merger”). ~~Act,~~Summit ~~regardless~~is ofthe ~~any~~sole general ~~incorporation~~partner ~~language~~of Summit inProperties ~~such~~Partnership, ~~filing~~L.P. (the “Operating Partnership”).

~~[Remainder~~Under the terms of ~~page~~the ~~left~~Merger ~~blank~~Agreement, ~~intentionally]~~Summit stockholders may elect, on a share-by-share basis, to receive either $31.20 in cash or 0.6687 of a Camden common share at the closing. These elections are subject to reallocation so that the aggregate amount of cash issued in the Merger to Summit’s stockholders will equal approximately $434.4 million. The Merger Agreement may be terminated by Summit if the value of the share consideration payable to Summit stockholders decreases to below $39.31 per Camden share, during a period leading up to the merger, unless Camden elects to increase the exchange ratio to maintain this value. The limited partners in the Operating Partnership will be offered, on a unit-by-unit basis, the opportunity to redeem their partnership units for $31.20 in cash per unit or to remain in the Operating Partnership following the Merger at a unit valuation equal to 0.6687 of a Camden common share.

~~SIGNATURES~~Completion of the Merger is subject to a number of customary conditions, including, but not limited to, the approval of the Agreement by the stockholders of Summit, the shareholders of Camden and holders of limited partnership interests in the Operating Partnership.

~~Pursuant~~For additional information, reference is made to the ~~requirements~~Agreement, ofwhich ~~the~~is incorporated ~~Securities~~by ~~Exchange~~reference ~~Act~~herein ofas ~~1934~~an exhibit to this report, and the ~~registrant~~press release, ~~has~~which ~~duly~~is ~~caused~~incorporated ~~this~~by ~~report~~reference herein as an exhibit to bethis report. ~~signed~~The onforegoing description is qualified in its ~~behalf~~entirety by reference to the ~~undersigned~~Agreement ~~hereunto~~which ~~duly~~is ~~authorized.~~incorporated by reference herein as an exhibit to this report.

~~SUMMIT~~Item ~~PROPERTIES~~8.01 ~~PARTNERSHIP,~~Other LEvents.P.

~~By:~~William ~~Summit~~B. ~~Properties~~McGuire, ~~Inc~~Jr. and William F. Paulsen, members of the Board of Directors of Summit, have entered into a Voting Agreement (the “Voting Agreement”) with Camden pursuant to which they have agreed to vote all of the interests attributable to their limited partnership interests in the Operating Partnership in favor of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, which is an exhibit to the Merger Agreement. A copy of the Voting Agreement is attached as an exhibit to this Current Report and is incorporated herein by reference. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its ~~General~~entirety ~~Partner~~by reference to the attached copy of the Voting Agreement.

~~Date: April 23, 2004~~ 2

By:Table /s/of Gregg D. Adzema Contents

~~Gregg~~Item D9.01 ~~Adzema~~Financial Statements and Exhibits.

~~Executive~~(c) ~~Vice President and~~ Exhibits.

Chief Financial Officer


Exhibit
Number		Title
2.1		Agreement and Plan of Merger, dated October 4, 2004, by and among Summit Properties Inc., Camden Property Trust, and Camden Sparks, Inc.

99.1		Voting Agreement, dated October 4, 2004, by and among Camden Property Trust, William B. McGuire, Jr. and William F. Paulsen.

99.3		Joint Press Release, dated October 4, 2004, of Summit Properties Inc. and Camden Property Trust.

~~EXHIBIT~~[Remainder ~~INDEX~~of page left blank intentionally]

~~Exhibit~~ 3

Number TitleTable of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SUMMIT PROPERTIES PARTNERSHIP, L.P.
Date: October 5, 2004	By:	Summit Properties Inc., its General Partner




	By:	/s/ Gregg D. Adzema
		Name:	Gregg D. Adzema
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit
Number		Title
2.1		Agreement and Plan of Merger, dated October 4, 2004, by and among Summit Properties Inc., Camden Property Trust, and Camden Sparks, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Summit Properties Inc. filed on October 5, 2004, File No. 001-12792).

99.1*		Voting Agreement, dated October 4, 2004, by and among Camden Property Trust, William B. McGuire, Jr. and William F. Paulsen.

99.2		Joint Press Release, dated October 4, 2004, of Summit Properties Inc. and Camden Property Trust (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of Summit Properties Inc. filed on October 5, 2004, File No. 001-12792).

Filed herewith.

Filing Compare · Camden Summit Partnership, L.P.