~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

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

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

FORM 8-K

CURRENT REPORT

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

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

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

~~(Exact~~Date ~~name~~ of ~~Registrant~~report as(Date ~~specified~~of inearliest ~~charter~~event reported): October 19, 2004

Delaware		000-22411		56-1857809
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification no.)

SUMMIT PROPERTIES PARTNERSHIP, L.P.

~~309~~(Exact ~~East~~name ~~Morehead~~of ~~Street,~~Registrant ~~Suite 200,~~as ~~Charlotte,~~specified NCin ~~28202~~ its charter)

(Address of principal executive offices) (Zip code)


Maryland	000-22411	56-1857809
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	file number)	Identification No.)

309 E. Morehead Street, Suite 200
Charlotte, North Carolina		28202
(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)

Check the 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 (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 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))

1 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~TABLE~~[ ] Pre-commencement OFcommunications ~~CONTENTS~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	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

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Table~~Item of2.06 Material ~~Contents~~Impairments

~~Item~~During 1the three months ended September 30, 2004, Summit Lenox, a 431 unit apartment community located in Atlanta, Georgia, met all six criteria of Statement of Financial Accounting Standards No.01 ~~Entry~~144, ~~into~~“Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” for held for sale treatment. On October 19, 2004, we executed a ~~Definitive~~letter ~~Material~~of ~~Agreement~~intent with a third-party real estate buyer for the purchase of Summit Lenox. We anticipate closing the sale of Summit Lenox during the fourth quarter of 2004 or the first quarter of 2005. The price stated in the letter of intent is less than the carrying value of the related recorded assets and, in accordance with SFAS No. 144, we have recorded an impairment loss of $6.8 million. This amount equates to $0.19 per diluted common unit for the three and nine months ended September 30, 2004. The impairment amount could increase or decrease after the buyer has completed its due diligence. There will be no future cash expenditures related to the impairment above what we normally would pay for customary closing costs and operations pro-rations in connection with Summit Lenox. Although we currently believe that the sale of Summit Lenox is likely to occur within the timeframe described in this report and at substantially the price stated in the letter of intent, there can be no assurance that the sale will occur, or that the sale will occur within the timeframe described in this report or at the price stated in the letter of intent.

OnItem ~~October 4, 2004, Summit Properties Inc~~8.01 ~~(“Summit”),~~Other Camden Property Trust (“Camden”) and Camden Sparks, Inc., a wholly owned subsidiary of Camden (“Camden Sparks”), announced that they had entered into an Agreement and Plan of Merger, dated as of October 4, 2004 (the “Merger Agreement”), which sets forth the terms and conditions pursuant to which Summit will be merged with and into Camden Sparks (the “Merger”). Summit is the sole general partner of Summit Properties Partnership, L.P. (the “Operating Partnership”). Events

~~Under~~Our ~~the~~results ~~terms~~ of operations for the ~~Merger~~three ~~Agreement,~~and ~~Summit~~nine ~~stockholders~~months ~~may~~ended ~~elect~~September 30, on2004 ~~a share-by-share~~will ~~basis,~~include toa ~~receive~~charge ~~either~~of $311.205 inmillion, ~~cash~~ or $0.~~6687~~04 ofper adiluted ~~Camden~~ common ~~share~~unit atrelated to the ~~closing.~~Amendment ~~These~~Agreements ~~elections~~among ~~are~~Summit ~~subject~~Properties toInc., ~~reallocation~~Summit ~~so that~~Management ~~the~~Company ~~aggregate~~(together, ~~amount~~the of“Companies”) ~~cash~~and ~~issued~~each inof ~~the~~William ~~Merger~~F. toPaulsen ~~Summit’s~~and ~~stockholders will~~William ~~equal~~B. ~~approximately~~McGuire, ~~$434~~Jr.~~4 million.~~ ~~The~~These ~~Merger~~Amendment ~~Agreement~~Agreements ~~may~~amended ~~be terminated~~existing byEmployment ~~Summit~~Agreements ifamong the ~~value~~Companies ofand ~~the~~each ~~share~~of ~~consideration~~Messrs. ~~payable~~Paulsen toand ~~Summit stockholders~~McGuire ~~decreases~~effective toas ~~below~~of ~~$39.31~~July ~~per~~1, ~~Camden~~2004 ~~share,~~and ~~during~~were afiled ~~period leading~~as upexhibits to ~~the~~our ~~merger,~~Quarterly ~~unless~~Report ~~Camden~~on ~~elects~~Form to10-Q ~~increase~~for the ~~exchange~~six ~~ratio to~~months ~~maintain~~ended ~~this~~June ~~value~~30, 2004. The ~~limited~~amount ~~partners~~of inthis ~~the~~charge ~~Operating~~represents ~~Partnership~~the ~~will be~~net ~~offered,~~present onvalue aof ~~unit-by-unit basis,~~ the ~~opportunity~~estimated payments to ~~redeem~~be ~~their partnership~~made ~~units~~ for ~~$31.20~~administrative insupport ~~cash~~services ~~per unit or~~ to ~~remain in~~ the ~~Operating Partnership~~related ~~following~~employees after the ~~Merger~~term atof aMr. ~~unit~~Paulsen’s ~~valuation~~and ~~equal~~Mr. toMcGuire’s ~~0.6687~~respective ofemployment ~~a Camden~~agreements ~~common~~expire ~~share~~in 2011.

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. SIGNATURES

~~For~~ Pursuant ~~additional information, reference is made~~ to the ~~Agreement,~~requirements ~~which~~of ~~is incorporated~~the bySecurities ~~reference~~Exchange ~~herein~~Act asof ~~an exhibit to this report~~1934, ~~and~~ the ~~press release,~~registrant ~~which~~has isduly ~~incorporated~~caused bythis ~~reference~~report ~~herein as an exhibit~~ to ~~this report.~~be ~~The~~signed ~~foregoing~~on ~~description is qualified in~~ its ~~entirety~~behalf by ~~reference to~~ the ~~Agreement~~undersigned ~~which~~hereunto isduly ~~incorporated by reference herein as an exhibit to this report~~authorized.

~~Item~~ SUMMIT ~~8.01~~PROPERTIES ~~Other~~PARTNERSHIP, ~~Events~~L.P.

~~William~~ By: B.Summit ~~McGuire,~~Properties JrInc. ~~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 ~~entirety~~General byPartner ~~reference to the attached copy of the Voting Agreement.~~

Date: October 25, 2004	By: /s/ Steven R. LeBlanc
	Steven R. LeBlanc
	President and Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

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.

[Remainder of page left blank intentionally]

SIGNATURES

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.

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