SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

~~[X]~~ ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~For ~~EXCHANGE~~the quarterly ~~ACT~~period OFended ~~1934~~March 31, 2005

For the quarterly period ended June 30, 2004

~~[ ]~~ o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~For ~~EXCHANGE~~the ~~ACT~~transition OFperiod ~~1934~~ from to

For the transition period from ____ to ____

Commission file number 0-22411

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

(Exact name of registrant as specified in its charter)

Delaware	~~56-1857809~~	56-1857809
(State or other jurisdiction of	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
incorporation or organization)	Identification No.)
3 Greenway Plaza Suite 1300 Houston, Texas		77046
309 E. Morehead Street
(Address of principal executive offices)		(Zip code)
Suite 200
Charlotte, North Carolina	28202
(Address of principal executive offices)	(Zip code)

(~~704~~713) ~~334~~354-~~3000~~ 2500

(Registrant'’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ý No ~~[ ]~~ o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). ~~[ ]~~ o Yes ~~[X]~~ ý No

TABLE OF CONTENTS

		Page
PART I	Financial Information
Item 1	Financial Statements
	Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003 (Unaudited)	3
	Consolidated Balance Sheets (Unaudited) as of March 31, 2005 (Successor) and December 31, 2004 (Predecessor)	2
	Consolidated Statements of Earnings for the three and six months ended June 30, 2004 and 2003 (Unaudited)	4
	Consolidated Statements of Operations (Unaudited) for the one month ended March 31, 2005 (Successor), the two months ended February 28, 2005 (Predecessor), and the three months ended March 31, 2004 (Predecessor)	3
	Consolidated Statement of Partners’ Equity for the six months ended June 30, 2004 (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited) for the one month ended March 31, 2005 (Successor), the two months ended February 28, 2005 (Predecessor), and the three months ended March 31, 2004 (Predecessor)	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (as Revised)(Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	5
	Notes to Unaudited Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	20
Item 3	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4	Controls and Procedures	20
Item 4	Controls and Procedures	31
PART II	Other Information
Item 1	Legal Proceedings	3321
Item 2	~~Changes~~Unregistered inSales of Equity Securities and Use of Proceeds	3421
Item 3	Defaults Upon Senior Securities	3421
Item 4	Submission of Matters to a Vote of Security Holders	3421
Item 5	Other Information	3421
Item 6	Exhibits ~~and Reports on Form 8-K~~	3421
	Signatures	3622

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	June 30,			December 31,
	March 31, 2005			December 31, 2004
	2004			2003
	(Successor)			(Predecessor)
ASSETS
Assets:
Real estate assets:
Real estate assets, at cost
Land and land improvements	$	218,343		$	191,665
Land	$	297,169		$	248,018
Buildings and improvements	1,521,955	~~962,777~~		1,117,508	~~886,264~~
Furniture, fixtures and equipment		78,080			69,258
	1,819,124			1,365,526
Total operating real estate assets		1,259,200			1,147,187
Accumulated depreciation	(4,009		)	(156,913		)
Less: Accumulated depreciation		(149,874	)		(131,301	)
Net operating real estate assets	1,815,115			1,208,613
Net operating real estate assets		1,109,326			1,015,886
Properties under development, including land	163,488			219,137
Net real estate assets - assets held for sale		79,738			92,971
Investment in joint ventures	2,620			2,716
Construction in progress		215,726			210,313
Property held for sale	31,424			31,348
Net real estate assets		1,404,790			1,319,170
Total real estate assets	2,012,647			1,461,814
Cash and cash equivalents		2,380			2,687
Other assets, net	35,448			23,231
Restricted cash		1,458			1,249
Cash	4,492			6,511
Investments in real estate joint ventures		2,923			3,096
Restricted cash	591			1,525
Deferred financing costs, net of accumulated amortization
Total assets	$	2,053,178		$	1,493,081
of $7,385 in 2004 and $7,108 in 2003		8,156			7,694
Liabilities and Partners’ Equity:
Other assets		16,261			15,797
Notes payable
Other assets - assets held for sale		174			159
Unsecured	$	184,351		$	172,511
Total assets	$	1,436,142		$	1,349,852
Secured mortgage notes	507,111			490,337
LIABILITIES AND PARTNERS’ EQUITY
Secured credit facility	—			95,900
Liabilities:
Secured line of credit – related party	228,347			—
Notes payable	$	804,986		$	715,807
Accounts payable	11,880			15,134
Accrued interest payable		4,911			4,558
Accrued real estate taxes	5,234			3,816
Accounts payable and accrued expenses		40,000			37,905
Accrued expenses and other liabilities	37,434			31,582
Distributions payable		11,748			11,724
Series C preferred units redeemed in 2005	—			55,000
Security deposits and prepaid rents		3,356			2,838
Distributions payable	4,989			11,777
Notes payable and other liabilities - assets held for sale		10,431			10,698
Total liabilities	979,346			876,057
Total liabilities		875,432			783,530
Partners’ equity	1,073,832			617,024
Partners’ common and preferred equity:
Total liabilities and partners’ equity	$	2,053,178		$	1,493,081
Series C preferred units – 2,200,000 issued and outstanding		53,547			53,547
Partnership common units issued and outstanding: 34,739,025 and 30,980,526
General partner – issued and outstanding, 347,390 and 309,805		5,802			5,857
Limited partners – issued and outstanding, 34,391,635 and 30,670,721		501,361			506,918
Total partners’ equity		560,710			566,322
Total liabilities and partners’ equity	$	1,436,142		$	1,349,852

See Notes ~~notes~~ to ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

CAMDEN SUMMIT PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per unit amounts)

(Unaudited)

	For the month ended March 31, 2005			For the two months ended February 28, 2005			For the three months ended March 31, 2004
	(Successor)			(Predecessor)			(Predecessor)
REVENUES
Rental revenues	$	12,744		$	25,119		$	30,467
Other property revenues	1,358			2,020			2,330
Total property revenues	14,102			27,139			32,797
Other income	—			251			517
Total revenues	14,102			27,390			33,314

EXPENSES
Property operating and maintenance	3,164			5,920			7,246
Real estate taxes	1,856			3,546			4,056
Total property expenses	5,020			9,466			11,302
General and administrative	516			2,146			1,891
Property management	424			1,651			1,675
Merger expenses	—			9,947			—
Interest	2,799			5,882			6,825
Depreciation and amortization	7,175			8,398			9,761
Amortization of deferred financing costs	—			288			324
Total expenses	15,934			37,778			31,778
Income (loss) from continuing operations before equity in earnings of joint venture	(1,832		)	(10,388		)	1,536
Equity in earnings of joint venture	(27		)	(64		)	(94		)
Income (loss) from continuing operations	(1,859		)	(10,452		)	1,442
Income from discontinued operations	98			245			2,262
Gain on sale of discontinued operations	—			—			47
Net income (loss)	(1,761		)	(10,207		)	3,751
Distributions to preferred unitholders	—			(267		)	(1,203		)
Net income (loss) available to common unitholders	$	(1,761	)	$	(10,474	)	$	2,548

Net income (loss) per unit – basic and diluted:
Income (loss) from continuing operations	$	(0.08	)	$	(0.30	)	$	0.04
Income from discontinued operations	0.00			0.01			0.07
Net income (loss)		(0.08	)		(0.29	)		0.11
Distributions to preferred unitholders	0.00			(0.01		)	(0.03		)
Net income (loss) available to common unitholders	$	(0.08	)	$	(0.30	)	$	0.07

Distributions per common unit	$	0.22		$	0.22		$	0.34
Weighted average number of common units outstanding	22,810			34,910			34,792
Weighted average number of common and common dilutive equivalent units outstanding	22,810			34,910			35,009

See Notes to Consolidated Financial Statements.

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

CONSOLIDATED STATEMENTS OF ~~EARNINGS~~CASH FLOWS

(Dollars in thousands~~, except per share amounts~~)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	For the month ended March 31, 2005			For the two months ended February 28, 2005			For the three months ended March 31, 2004
	2004			2003			2004			2003
	(Successor)			(Predecessor)			(Predecessor)
Revenues:
Cash flow from operating activities:
Rental	$	33,010		$	27,052		$	65,007		$	52,880
Net income (loss)	$	(1,761	)	$	(10,207	)	$	3,751
Other property revenue		2,852			2,089			5,359			3,817
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Interest income		263			549			498			1,079
Income from discontinued operations	(98		)	(245		)	(2,262		)
Management fees - third party communities		146			156			293			326
Depreciation and amortization	7,175			8,774			10,305
Other income		148			148			282			620
Gain on sale of discontinued operations	—			—			(47		)
Gain and interest income on compensation plans		138			50			418			238
Issuance of unrestricted stock grants	—			—			1,183
Total revenues		36,557			30,044			71,857			58,960
Postretirement benefits for former executive officers	—			(14		)	—
Expenses:
Equity in earnings of joint venture	27			64			94
Property operating and maintenance (exclusive of items listed below)		7,306			6,228			14,568			11,957
Net (increase) decrease in restricted cash	952			(18		)	44
Real estate taxes and insurance		4,980			3,836			10,051			7,321
Increase (decrease) in operating accounts	1,701			(3,999		)	3,024
Depreciation and amortization		10,763			8,036			20,992			15,340
Net cash provided by (used in) operating activities of continuing operations	7,996			(5,645		)	16,092
Interest		7,578			6,450			14,496			12,821
Net cash provided by operating activities of discontinued operations	239			173			3,153
Deferred financing cost amortization		338			333			662			713
Net cash provided by (used in) operating activities	8,235			(5,472		)	19,245
General and administrative		2,112			1,765			4,002			3,322
Cash flows from investing activities:
Property management - owned communities		1,337			1,504			2,831			2,824
Investment in real estate assets	(11,558		)	(12,662		)	(23,586		)
Property management - third party communities		162			182			343			342
Payment of merger related liabilities	(41,508		)	—			—
Liability adjustment and expense on compensation plans		138			50			418			238
Other investing activities	5			(107		)	(217		)
Total expenses		34,714			28,384			68,363			54,878
Net cash used in investing activities	(53,061		)	(12,769		)	(23,803		)
Income from continuing operations before loss on unconsolidated
Cash flows from financing activities:
real estate joint ventures		1,843			1,660			3,494			4,082
Net (repayments) borrowings on secured credit facility	(188,500		)	92,600			7,900
Loss on unconsolidated real estate joint ventures		(80	)		(75	)		(173	)		(164	)
Net borrowings on secured line of credit-related party	228,347			—			—
Income from continuing operations		1,763			1,585			3,321			3,918
Proceeds from issuance of mortgage notes	—			—			44,140
Income from discontinued operations		2,914			3,193			5,060			6,694
Repayment of construction loan	—			—			(35,300		)
Gain on disposition of discontinued operations		9,993			3,122			10,040			6,258
Distributions to common unitholders	(6,984		)	(12,524		)	(11,735		)
Loss from early extinguishment of debt		-			(1,508	)		-			(1,508	)
Redemption of preferred units	—			(55,000		)	—
Income from discontinued operations		12,907			4,807			15,100			11,444
Other financing activities	(241		)	3,350			239
Net income		14,670			6,392			18,421			15,362
Net cash provided by financing activities	32,622			28,426			5,244
Distributions to Series B preferred unitholders		-			(1,902	)		-			(3,804	)
Net (decrease) increase in cash and cash equivalents	(12,204		)	10,185			686
Distributions to Series C preferred unitholders		(1,203	)		(1,203	)		(2,406	)		(2,406	)
Cash and cash equivalents, beginning of period	16,696			6,511			2,687
Income available to common unitholders		13,467			3,287			16,015			9,152
Cash and cash equivalents, end of period	$	4,492		$	16,696		$	3,373
Income available to common unitholders allocated to general partner		(135	)		(33	)		(160	)		(92	)
Supplemental information:
Income available to common unitholders allocated to limited partners	$	13,332		$	3,254		$	15,855		$	9,060
Cash paid for interest, net of interest capitalized	$	3,155		$	5,067		$	6,774
Interest capitalized	668			1,378			2,572
Supplemental schedule of noncash investing and financing activities:
Merger with Camden, net of cash:
Fair value adjustment of assets	$	557,211		$	—		$	—
Fair value adjustment of debt	34,166			—			—

See Notes to Consolidated Financial Statements.

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

NOTES TO CONSOLIDATED ~~STATEMENTS~~FINANCIAL ~~OF EARNINGS, continued~~ STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Per unit data – basic:
Income from continuing operations	$	0.05		$	0.05		$	0.10		$	0.13
Income from discontinued operations		0.37			0.16			0.43			0.37
Net income		0.42			0.21			0.53			0.50
Distributions to Series B preferred unitholders		-			(0.06	)		-			(0.12	)
Distributions to Series C preferred unitholders		(0.03	)		(0.04	)		(0.07	)		(0.08	)
Income available to common unitholders	$	0.39		$	0.11		$	0.46		$	0.30
Per unit data - diluted:
Income from continuing operations	$	0.05		$	0.05		$	0.09		$	0.13
Income from discontinued operations		0.37			0.16			0.43			0.37
Net income		0.42			0.21			0.53			0.50
Distributions to Series B preferred unitholders		-			(0.06	)		-			(0.12	)
Distributions to Series C preferred unitholders		(0.03	)		(0.04	)		(0.07	)		(0.08	)
Income available to common unitholders	$	0.38		$	0.11		$	0.46		$	0.30
Distributions declared	$	0.34		$	0.34		$	0.68		$	0.68
Weighted average units - basic		34,809,293			30,436,755			34,800,676			30,595,312
Weighted average units - diluted		35,031,815			30,531,635			35,024,708			30,656,175

The accompanying interim unaudited financial information has been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted according to such rules and regulations. Management believes that the disclosures included are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Camden Summit Partnership, L.P. (formerly known as Summit Properties Partnership, L.P.) as of March 31, 2005, the results of operations for the one month ended March 31, 2005 (Successor), the two months ended February 28, 2005 (Predecessor), and the three months ended March 31, 2004 (Predecessor), and the cash flows for the one month ended March 31, 2005 (Successor), the two months ended February 28, 2005 (Predecessor), and the three months ended March 31, 2004 (Predecessor) have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

~~See notes to consolidated financial statements~~1. Basis of Presentation

On February 28, 2005, Summit Properties Inc. (“Summit”) was merged with and into Camden Summit, Inc. (“Camden Summit”), a wholly-owned subsidiary of Camden Property Trust (“Camden”), pursuant to an Agreement and Plan of Merger dated as of October 4, 2004 (the “Merger Agreement”), as amended. Prior to the effective time of the merger, Summit was the sole general partner of Summit Properties Partnership, L.P. (the “Camden Summit Partnership” or “us” or “we”), and at the effective time, Camden Summit became the sole general partner of the Camden Summit Partnership and the name of this partnership was changed to Camden Summit Partnership, L.P.

The consummation of the merger effected a change in control of the Camden Summit Partnership. Prior to the effective time of the merger, Summit was the general partner of the Camden Summit Partnership and held 348,086 general partner units, representing a 1% general partnership interest, and 31,117,541 limited partner units, representing an 89.4% limited partnership interest. The remaining 3,343,004 limited partner units were held by the outside limited partners. As of the effective time of the merger, Camden Summit became the general partner of the Camden Summit Partnership and held 232,765.108 general partner units, representing a 1% general partnership interest, and 20,808,299.667 limited partner units, representing a 91.2% limited partnership interest. The remaining 1,769,281 units, representing a 7.8% limited partner interest, are held by former outside limited partners. Each common limited partnership unit is redeemable for one common share of Camden.

In conjunction with the merger, the limited partners in the Camden Summit Partnership were offered, on a unit-by-unit basis, the opportunity to redeem their partnership units for $31.20 in cash, without interest, or to remain in the Camden Summit Partnership following the merger at a unit valuation equal to .6687 of a Camden common share. The limited partner elections resulted in Camden redeeming 0.7 million partnership units for cash, for an aggregate of $21.7 million, and issuing 1.8 million partnership units. The value of the partnership units issued was determined based on the average market price of Camden’s common shares for the five day period commencing two days prior to the announcement of the merger on October 4, 2004.

Camden Summit Partnership, L.P. is a Delaware limited partnership and a subsidiary of Camden Summit, which is a wholly-owned subsidiary of Camden, a Texas real estate investment trust. Camden conducts a portion of its business through the Camden Summit Partnership and its subsidiaries. As of March 31, 2005, Camden held 91.6% of our common limited partnership units as well as the sole 1% general partnership interest. The remaining 7.4% of the common limited partnership units are held by former outside limited partners.

As Camden acquired approximately 92% of the ownership interest in the Camden Summit Partnership at the effective time of the merger, Camden has recorded the Camden Summit Partnership as a wholly-owned subsidiary in accordance with the provisions of Emerging Issues Task Force Abstract D-97, “Push-Down Accounting.” Camden’s ownership interest in the Camden Summit Partnership meets the criteria of “substantially wholly owned,” and as such our assets and liabilities were revalued as of the effective time of the merger.

Camden allocated the purchase price between net tangible and intangible assets. Costs were allocated to the estimated intangible value of in place leases and above or below market leases and to the estimated fair value of furniture and fixtures, land and buildings on a value determined by assuming the property is vacant by applying methods similar to those used by independent appraisers of income-producing property. Depreciation and amortization is computed on a straight-line basis over the remaining useful lives of the related assets. Buildings and furniture and fixtures have an estimated useful life of 35 years and 5 years, respectively. The value of in place leases and above or below market leases is being amortized over the estimated average remaining life of leases in place at the time of the merger. In place lease terms generally range from 6 to 13 months. We use an estimated remaining average lease life of 10 months to amortize the value of in place leases recorded in conjunction with the merger.

~~SUMMIT~~The ~~PROPERTIES~~following ~~PARTNERSHIP~~table summarizes the estimated fair values of our assets and liabilities on February 28, ~~L.P.~~2005, the closing date of the merger:

CONSOLIDATED STATEMENT OF PARTNERS' EQUITY

(in thousands)

Land	$	297,169
Buildings and improvements	1,521,850
Properties under development, including land	152,042
Investments in joint ventures	2,652
Properties held for sale	31,417
Other assets, including the value of in place leases of $32.4 million	39,150
Cash and cash equivalents	16,696
Restricted cash	1,542
Total assets	2,062,518
Notes payable	881,059
Accounts payable, accrued expenses and other liabilities	97,780
Fair value of liabilities, including notes payable	978,839
Total partnership equity	$	1,083,679

~~(Dollars~~In inconnection ~~thousands)~~with the merger, $69.8 million of termination, severance and settlement of share-based compensation costs were incurred. Of this amount, Summit paid $26.3 million prior to the effective time of the merger. In March 2005, we paid $35.0 million of these costs and have accrued $8.5 million as of March 31, 2005.

~~(Unaudited)~~The following unaudited pro forma financial information for the quarters ended March 31, 2005 and March 31, 2004, give effect to the merger as if it had occurred at the beginning of the periods presented. The pro forma information for 2005 includes pro forma results for the first two months of the quarter and actual results for March. The pro forma results are based on historical data and are not intended to be indicative of the results of future operations.

	Series C
	Three Months Ended March 31,
	Preferred			General			Limited
(in thousands)	2005			2004
	Units			Partner			Partners			Total
Total property revenues	$	41,706		$	36,825
Balance, December 31, 2003	$	53,547		$	5,857		$	506,918		$	566,322
Net loss	(17,957		)	(7,680		)
Distributions to common unitholders		-			(234	)		(23,276	)		(23,510	)
Net loss per unit	$	(0.78	)	$	(0.34	)
Redemption of common units		-			(8	)		(816	)		(824	)
Contributions from Summit Properties related to:
Issuance of common stock					8			816			824
Exercise of common stock options		-			4			380			384
Issuance of unrestricted stock grants		-			12			1,168			1,180
Netdown of restricted and unrestricted stock grants		-			(6	)		(616	)		(622	)
Amortization of restricted and unrestricted stock grants		-			2			204			206
Dividend reinvestment and stock purchase plan		-			-			90			90
Interest earned on employee notes receivable		-			(5	)		(514	)		(519	)
Repayment of employee notes receivable		-			12			1,152			1,164
Distributions to preferred unitholders		-			(24	)		(2,382	)		(2,406	)
Net income		-			184			18,237			18,421
Balance, June 30, 2004	$	53,547		$	5,802		$	501,361		$	560,710

~~See~~We ~~notes~~focus toon ~~consolidated~~the ~~financial~~operation, ~~statements~~development and acquisition of luxury apartment communities in select neighborhoods throughout the Southeast and Mid-Atlantic United States. We focus our efforts in five markets: Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte. As of March 31, 2005, our portfolio consisted of 49 completed communities comprising 15,422 apartment homes with an additional 1,414 apartment homes under construction at four communities.

Our Consolidated Balance Sheets and our related Consolidated Statements of Operations and Cash Flows for the periods presented prior to the merger are referenced herein as the Predecessor consolidated financial statements (the “Predecessor”). Our Consolidated Balance Sheet as of March 31, 2005 and our related Consolidated Statements of Operations and Cash Flows for the one month ended March 31, 2005 are referenced herein as the Successor consolidated financial statements (the “Successor”).

Significant Accounting Policies

The following significant accounting policies represent those in effect as of March 31, 2005. There have been no significant changes from the accounting policies in place prior to the effective time of the merger.

Reportable Segments. The Financial Accounting Standards Board’s Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. We have determined that we have one reportable segment, with activities related to the ownership, development and management of multifamily communities. Our apartment communities generate rental revenue and other income through the leasing of apartment homes. Although our multifamily communities are geographically diversified throughout the Southeast and Mid-Atlantic states, management evaluates operating performance on an individual property level. However, as each of our apartment communities has similar economic characteristics, residents, and products and services, our apartment communities have been aggregated into one reportable segment. In addition to GAAP measures included in our consolidated statements of operations, our chief operating decision makers evaluate the financial performance of each community using a financial measure entitled net operating income. Each community’s performance is assessed based on growth of or decline in net operating income, which is defined as total property revenues less total property expenses as presented in our consolidated

~~SUMMIT~~statements ~~PROPERTIES~~of ~~PARTNERSHIP~~operations and excludes certain revenue and expense items such as fee and asset management income and expenses and other indirect operating expenses, ~~L.P.~~interest, depreciation and amortization expenses.

~~CONSOLIDATED~~Below is ~~STATEMENTS~~a OFreconciliation ~~CASH~~of ~~FLOWS~~net operating income from our wholly-owned communities included in continuing operations to its most directly comparable GAAP measure, income from continuing operations before equity in earnings of joint venture:

(Dollars in thousands)

	For the month ended March 31, 2005			For the two months ended February 28, 2005			For the three months ended March 31, 2004
	(Successor)			(Predecessor)			(Predecessor)

Total property revenues	$	14,102		$	27,139		$	32,797
Total property expenses	5,020			9,466			11,302
Net operating income	9,082			17,673			21,495
Less other expenses:
Depreciation and amortization	7,175			8,398			9,761
Interest	2,799			5,882			6,825
Merger expenses	—			9,947			—
General and administrative	516			2,146			1,891
Property management	424			1,651			1,675
Amortization of deferred financing costs	—			288			324
Total other expenses	10,914			28,312			20,476
Add non-property income:
Other income	—			251			517
Income (loss) from continuing operations before equity in earnings of joint ventures	$	(1,832	)	$	(10,388	)	$	1,536

~~(Unaudited)~~Real Estate Assets, at Cost. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. For the one month period subsequent to merger, we capitalized $0.7 million in interest and $0.2 million in real estate taxes. Expenditures directly related to the development, acquisition and improvement of real estate assets, excluding internal costs relating to acquisitions of operating properties, are capitalized at cost as land, buildings and improvements. Indirect development costs, including salaries and benefits and other related costs that are clearly attributable to the development of properties, are also capitalized. All construction and carrying costs are capitalized and reported on the balance sheet in properties under development until the apartment homes are substantially completed. Upon substantial completion of the apartment homes, the total cost for the apartment homes and the associated land is transferred to buildings and improvements and land, respectively, and the assets are depreciated over their estimated useful lives using the straight-line method of depreciation. All operating expenses associated with completed apartment homes for properties in the development and leasing phase are expensed. Upon substantial completion of the project, all apartment homes are considered operating and we begin expensing all items that were previously considered carrying costs.

	Six Months Ended June 30,
	2004			2003
				(as revised,
				see Note 13)
Cash flows from operating activities:
Net income	$	18,421		$	15,362
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss on real estate joint ventures		173			164
Gain on sale of real estate assets - discontinued operations		(10,040	)		(6,258	)
Loss on early extinguishment of debt		-			1,508
Depreciation and amortization		23,537			20,957
Amortization of deferred settlement on interest rate swap		-			(503	)
Issuance of unrestricted stock grants		1,150			660
(Increase) decrease in restricted cash		(225	)		759
Increase in other assets		(745	)		(252)
Increase (decrease) in accrued interest payable		353			(44	)
Increase in accounts payable and accrued expenses		7,182			2,447
Increase in security deposits and prepaid rents		471			118
Net cash provided by operating activities		40,277			34,918
Cash flows from investing activities:
Construction of real estate assets and land acquisitions		(54,770	)		(42,206	)
Acquisition of communities		(43,253	)		(59,427	)
Proceeds from sale of real estate assets, net		22,190			85,827
Capitalized interest		(5,045	)		(5,433	)
Investment in real estate joint venture		-			(10,403	)
Contribution from historic tax credit venture partner		-			6,657
Recurring capital expenditures		(3,091	)		(2,557	)
Non-recurring capital expenditures		(1,101	)		(1,141	)
Corporate and other asset additions and office tenant improvements		(664	)		(191	)
Decrease in notes receivable		-			2,169
Net cash used in investing activities		(85,734	)		(26,705	)
Cash flows from financing activities:
Net borrowings on (repayments of) line of credit		62,000			(34,000	)
Proceeds from issuance of mortgage debt		44,140			70,940
Repayments of mortgage debt		(764	)		(1,852	)
Proceeds from construction loan		1,956			-
Repayment of construction loan		(35,300	)		-
Repayments of tax-exempt bonds		(220	)		(220	)
Payment of deferred financing costs		(1,238	)		(1,214	)
Loss on early extinguishment of debt		-			(1,508	)
Distributions to common unitholders		(23,547	)		(20,752	)
Distributions to Series B preferred unitholders		-			(3,804	)
Distributions to Series C preferred unitholders		(2,406	)		(2,406	)
Repayments of employee notes receivable		645			1,909
Contributions from Summit related to:
Net proceeds from dividend reinvestment and stock purchase plans
and exercise of stock options		377			957
Repurchase of Summit’s common stock		-			(15,193	)
Netdown of restricted and unrestricted stock grants		(493	)		(460	)
Net cash provided by (used in) financing activities		45,150			(7,603	)
Net (decrease) increase in cash and cash equivalents		(307	)		610
Cash and cash equivalents, beginning of year		2,687			2,584
Cash and cash equivalents, end of period	$	2,380		$	3,194
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest	$	14,266		$	15,468

We capitalized $0.1 million in the one month ended March 31, 2005 and $1.8 million for the two months ended February 28, 2005 and quarter ended March 31, 2004 of renovation and improvement costs which we believe extended the economic lives and enhanced the earnings of our multifamily properties. Capital expenditures are capitalized and depreciated over their useful lives, which range from 3 to 20 years.

~~See~~Upon ~~notes~~the acquisition toof ~~consolidated~~real ~~financial~~estate ~~statements~~assets, we assess the fair value of acquired assets, including land, buildings, the value of in-place leases, above and below market leases, and acquired liabilities. We then allocate the purchase price of the acquired property based on these assessments. We assess fair value based on estimated cash flow projections and available market information.

Depreciation and amortization is computed on a straight-line basis over the remaining useful lives of the related assets. Buildings and furniture and fixtures have an estimated useful life of 35 years and 5 years, respectively. The value of in place leases and above or below market leases is being amortized over the estimated average remaining life of leases in place at the time of the merger. In place lease terms generally range from 6 to 13 months.

If an event or change in circumstances indicates that a potential impairment in the value of a property has occurred, our policy is to assess any potential impairment by making a comparison of the current and projected cash flows for such property over its remaining holding period, on an undiscounted basis, to the carrying amount of the property. If such carrying amounts were in excess of the estimated projected cash flows of the property, we would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its estimated fair market value, less costs to sell. As of March 31, 2005, we had one property in Atlanta, GA designated as held for sale with a value of $31.4 million which approximates our estimated fair value less costs to sell.

~~SUMMIT~~Incentive ~~PROPERTIES~~and ~~PARTNERSHIP~~benefits plans. In connection with the merger, Lall employees of Summit who continued employment with Camden became employees of Camden Development, Inc.P, a wholly-owned subsidiary of Camden. All Summit benefit plans, including its Stock Option and Incentive Plans were terminated or converted into benefit plans of Camden. At the effective time of the merger, Summit had 454,742 options outstanding, including 91,902 incentive stock options, and 35,229 unvested restricted stock awards. At the effective time of the merger, all outstanding options were cancelled, and the option holders had the right to receive a cash option payment, as defined in the merger agreement. Holders of outstanding incentive stock options had the right to elect to receive Camden common shares in lieu of the cash option payment. All Summit restricted stock awards became fully vested immediately prior to the closing of the merger and were considered outstanding shares for all purposes under the merger agreement.

~~NOTES~~If TOwe ~~UNAUDITED~~had ~~CONSOLIDATED~~adopted ~~FINANCIAL~~the ~~STATEMENTS~~provisions of SFAS No. 123 to our option grants and ESPP prior to 2003, our net income to common shareholders and related basic and diluted earnings per share would be as follows:

Unless the context otherwise requires, all references to "we," "our" or "us" in this report refer collectively to Summit Properties Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). All references to "Summit" in this report refer to Summit Properties Inc., a Maryland corporation and the sole general partner of the Operating Partnership.

	For the two months ended February 28, 2005			For the three months ended March 31, 2004
	(Predecessor)			(Predecessor)

Net income (loss), as reported	$	(10,207	)	$	3,751
Add: stock-based employee compensation expense included in reported net income	37			276
Deduct: total stock-based employee compensation expense determined under fair value method for all awards	(37		)	(328		)

Pro forma net income (loss)	$	(10,207	)	$	3,699

Net income (loss) per unit – basic and diluted:
As reported	$	(0.29	)	$	0.11
Pro forma	(0.29		)	0.11

1Estimates. The ~~Basis~~preparation of ~~Presentation~~financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Summit~~Recent ~~conducts~~Accounting ~~substantially~~Pronouncements. In ~~all~~December 2004, ofthe ~~its~~Financial Accounting ~~business~~Standards ~~through~~Board ~~the~~(“FASB”) issued ~~Operating~~Statement ~~Partnership~~of ~~and~~Financial Accounting ~~its~~Standards ~~subsidiaries~~No. 123 As(revised ~~of June 30,~~ 2004), ~~Summit~~“Share-Based ~~held~~Payments 90(SFAS 123R).4%” ofSFAS ~~our~~123R ~~outstanding~~requires ~~partnership~~all ~~interests,~~share-based ~~consisting~~payments ofto aemployees, ~~1.0%~~including grants ~~general~~of ~~partner~~employee ~~and~~stock anoptions, ~~89.4%~~to ~~limited~~be ~~partner~~recognized ~~interest.~~over ~~Each~~their ~~common~~vesting ~~unit~~periods in ~~may be redeemed by~~ the ~~holder~~income ~~for~~statement ~~cash~~based ~~equal~~on totheir ~~the~~estimated fair ~~value~~values. ofIn ~~a share of Summit’s common stock or~~April 2005, the atSecurities ~~our~~and ~~option,~~Exchange ~~one~~Commission ~~share of common stock~~ (~~subject to adjustment~~“SEC”). issued ~~We presently determine on~~ a ~~case-by-case~~press ~~basis~~release announcing ~~whether~~it wewould ~~will~~provide ~~cause~~for ~~Summit~~a ~~to issue shares of common stock~~ phased-in ~~connection~~implementation ~~with~~process afor ~~redemption~~SFAS 123R. ofSFAS ~~common~~123R ~~units~~is ~~rather~~effective ~~than~~for ~~paying~~all ~~cash.~~public ~~With~~entities ~~each~~in ~~redemption~~the offirst ~~common~~annual reporting ~~units~~period ~~for~~beginning ~~common~~after ~~stock~~June 15, ~~Summit’s~~2005 ~~percentage~~which, ~~ownership~~for ~~interest~~us inwould be the calendar ~~Operating~~year ~~Partnership~~of ~~will increase~~2006. ~~Similarly,~~As ~~when Summit acquires~~ a ~~share~~result of ~~common~~the ~~stock~~SEC’s ~~under its common stock repurchase program or otherwise~~announcement, itwe ~~simultaneously~~are ~~disposes~~in ofthe process ~~one~~ of ~~our~~assessing ~~common~~the ~~units.~~impact Inof ~~addition,~~SFAS ~~whenever~~123R ~~Summit~~and ~~issues~~have ~~shares~~not ofdetermined ~~common~~what ~~stock for cash~~impact, if ~~Summit will contribute~~ any, ~~resulting~~our ~~net~~adoption ~~proceeds~~of toSFAS us123R ~~and we~~ will ~~issue~~have anon ~~equivalent~~our ~~number~~financial position, results of ~~common~~operations ~~units~~or tocash ~~Summit~~flows.

~~Distributions~~In toDecember 2004, ~~holders~~FASB issued SFAS No. 153, “Exchange of ~~common~~Nonmonetary ~~units~~Assets, ~~are~~an ~~made~~amendment toof ~~enable~~APB ~~distributions~~Opinion toNo. 29,” bewhich addresses ~~made~~the tomeasurement ~~Summit~~of ~~stockholders~~exchanges ~~under~~of ~~Summit’s~~nonmonetary ~~dividend~~assets. SFAS ~~policy~~No. 153 ~~Federal~~eliminates ~~income~~the ~~tax~~exception for ~~laws~~nonmonetary ~~require~~exchanges ~~Summit,~~of assimilar aproductive ~~Real~~assets ~~Estate~~and ~~Investment~~replaces ~~Trust,~~it towith ~~distribute~~a general ~~90%~~exception for exchange of ~~its~~nonmonetary ~~ordinary~~assets ~~taxable~~that ~~income~~do not have commercial substance. It Wealso ~~make~~specifies that ~~distributions~~a tononmonetary ~~Summit~~exchange tohas ~~enable~~commercial itsubstance if the future cash flows of the entity are expected to ~~satisfy~~change ~~this~~significantly ~~requirement~~as a result of the exchange. SFAS No. 153 is effective beginning July 1, 2005. The adoption of SFAS No. 153 will not have a material impact on our financial position, results of operations or cash flows.

WeIn ~~focus~~March 2005, on the ~~operation,~~FASB ~~development~~issued ~~and~~FASB ~~acquisition~~Staff Position of(“FSP”) ~~luxury~~FIN ~~apartment~~46R-5, ~~communities~~“Implicit inVariable ~~select~~Interest ~~neighborhoods~~under ~~throughout~~FASB Interpretation ~~the~~No. 46 ~~Southeast~~(revised ~~and~~December 2003), ~~Mid-Atlantic~~Consolidation of ~~United~~Variable ~~States~~Interest Entities.” This WeFSP ~~focus~~requires ~~our~~a ~~efforts~~reporting inentity ~~five~~to ~~markets~~consider ~~which~~whether ~~consist~~it ofholds ~~Washington,~~an implicit ~~D.C.,~~variable ~~Southeast~~interest ~~Florida,~~in ~~Atlanta,~~a ~~Raleigh~~variable ~~and~~interest ~~Charlotte.~~entity As(“VIE”) ofor ~~June~~potential VIE. FSP ~~30,~~FIN ~~2004,~~46R-5 ~~our~~is ~~portfolio~~effective with ~~consisted~~reporting ofperiods 48beginning ~~completed~~after ~~communities comprising 14~~March 3,~~797~~ ~~apartment~~2005. We ~~homes;~~do ~~four~~not ~~communities~~expect ~~owned~~the inadoption aof ~~joint~~FSP ~~venture,~~FIN ~~comprised~~46R-5 will ofhave ~~1,203~~a ~~apartment~~material ~~homes;~~impact ~~and~~on ~~four~~our ~~apartment~~financial ~~communities with 1~~position,~~715~~ ~~apartment~~results ~~homes~~of inoperations ~~various~~or cash ~~stages of development~~flows.

We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in conformity with the rules and regulations of the Securities and Exchange CommissionReclassifications. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We have included all material adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation. The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the full year. You should read our December 31, 2003 audited financial statements and notes included in our Annual Report on Form 10-K in conjunction with these interim statements. Certain reclassifications have been made to amounts ~~the~~in ~~2003~~prior year consolidated financial statements to conform towith ~~the~~current year ~~2004 presentation~~presentations.

Per Unit Data - Basic earnings per unit are computed based upon the weighted average number of units outstanding during the respective period. The difference between "basic" and "diluted" weighted average units is the dilutive effect of Summit’s stock-based compensation outstanding. The number of units added to the weighted average units outstanding for the diluted calculation was 222,522 for the three months ended June 30, 2004 and 224,032 for the six months ended June 30, 2004. The number of units added to the weighted average units outstanding for the diluted calculation was 94,879 for the three months ended June 30, 2003 and 60,862 for the six months ended June 30, 2003. Dilution caused by these options had a $0.01 effect on net income per unit for the three months ended June 30, 2004 and no effect on net income per unit for the six months ended June 30, 2004 and for the three and six months ended June 30, 2003.

~~Stock-Based Compensation – Summit has a Stock Option and Incentive Plan (the "Option and Incentive Plan") and an Employee Stock Purchase Plan ("ESPP")~~2. ~~Effective~~Per ~~January~~Unit 1, 2003, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," prospectively to all stock options granted, modified, or settled after January 1, 2003 as allowed by SFAS No. 148, "Accounting for Stock-Based Compensation – Transition and Disclosure." Data

~~Business~~Basic ~~Segments~~earnings -per unit Weare ~~develop,~~computed ~~acquire,~~based ~~and~~upon ~~operate~~the ~~primarily~~weighted ~~luxury~~average ~~apartment~~number ~~communities.~~of ~~Due~~units tooutstanding during the ~~similarities~~respective ofperiod. ~~our~~The ~~communities~~difference between “basic” and ~~their~~“diluted” weighted ~~similar~~average ~~economic~~units ~~characteristics~~is asthe ~~exhibited~~dilutive ~~through~~effect ~~similar~~of ~~long~~Summit’s stock-~~term~~based compensation ~~financial performance~~outstanding, ~~our~~which ~~communities~~was ~~have~~either ~~been~~cancelled ~~aggregated~~and ~~into~~paid ~~one~~out ~~reportable~~or ~~segment~~fully vested in ~~accordance~~connection with ~~SFAS~~the merger with Camden. No potentially dilutive units were outstanding as of March 31, 2005. The ~~131~~number of units added to weighted average units outstanding for the diluted calculation was 217,000 ~~"Disclosures~~in ~~about~~the ~~Segments~~first quarter of an2004. ~~Enterprise~~These ~~and~~equivalent units ~~Related~~had ~~Information."~~no effect on net income per unit in 2004.

~~Allocation~~3. ~~of the Cost of~~ Communities Acquired – The cost of communities acquired is allocated to tangible and intangible assets and liabilities based on their relative fair values. We estimate the fair value of the acquired tangible assets, which generally consist of land, buildings and furniture and fixtures, and intangible assets and liabilities, which generally represent the value of above-market and below-market leases, in-place leases and tenant relationships, of the community acquired and allocate the purchase price on a pro-rata basis to each component.

~~The~~There ~~fair~~were ~~value~~no communities ~~of tangible assets~~ acquired isduring ~~determined by valuing~~ the ~~community~~three asmonths ifended ~~it were vacant~~March 31, ~~applying~~2004 ~~methods similar to those used by independent appraisers of income-producing property~~or 2005. During ~~The~~the ~~resulting~~year ~~value~~ended ~~is then allocated to land~~December 31, ~~buildings and furniture~~ 2004, ~~fixtures~~we ~~and~~acquired ~~equipment~~six ~~based~~communities onwith ~~management’s~~a ~~determination~~total of ~~the~~1,581 ~~relative~~apartment ~~fair~~homes ~~value of these assets. The assumptions used in the allocation of fair values to assets acquired are based on management’s best estimates at the time of evaluation.~~ as follows:

Fair value is assigned to above-market and below-market leases based on the difference between (a) the contractual amounts to be paid by the resident or retail tenant based on the existing lease and (b) management’s estimate of current market lease rates for the corresponding in-place leases, over the remaining terms of the in-place leases. Capitalized above-market lease amounts are included in "Other assets" in our consolidated balance sheets and amortized against rental revenue over the remaining terms of the respective leases. Capitalized below-market lease amounts are included in "Accounts payable and accrued expenses" in our consolidated balance sheets and are amortized as an increase to rental revenue over the remaining terms of the respective leases.

Property Name	Location	Apartment Homes
Summit Stonecrest	Charlotte, NC	306
Summit South End Square	Charlotte, NC	299
Summit Doral Villas	Miami, FL	232
Summit Midtown	Atlanta, GA	296
Summit Fallsgrove	Rockville, MD	268
Summit Cotton Mills	Charlotte, NC	180
		1,581

The ~~fair~~following unaudited ~~value~~pro offorma ~~acquired~~financial ~~in-place~~information ~~leases~~for isthe ~~included~~three inmonths ~~"Other~~ended ~~assets"~~March 31, 2004 ingives ~~our~~effect ~~consolidated~~to ~~balance~~the ~~sheets~~above ~~and~~acquisitions ~~is amortized~~ as aif ~~leasing~~they ~~cost~~had ~~over~~occurred at the beginning ~~remaining non-cancelable periods~~ of the ~~respective~~period ~~leases~~presented. The pro Ifforma ~~acquired~~is ~~in-place~~based ~~leases~~on ~~with~~historical ~~terms~~data ofand ~~greater~~is ~~than~~not ~~twelve~~intended ~~months~~to ~~are~~be ~~terminated~~indicative ~~early,~~of the ~~all~~results ~~unamortized~~of ~~amounts~~future ~~relating to those leases would be written-off~~operations.

The fair value of tenant relationships represents the probability that existing tenants will renew their leases and, thus, reduces the amount of lost rental revenue from vacant apartments. Tenant relationships are included in "Other assets" in our consolidated balance sheets and are amortized as a leasing cost over the estimated lives of the tenant relationships.

	As reported		Completed Acquisitions			As adjusted
Total revenues	$	33,314	$	3,430		$	36,744
Net income to common unitholders	2,548		(2,034		)	514

~~Recently Adopted Accounting Pronouncements- In January 2003, the FASB issued FASB Interpretation No~~4. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). This interpretation was amended by FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities" ("FIN46R"). FIN 46 establishes consolidation criteria for entities for which "control" is not easily discernable under Accounting Research Bulletin 51, "Consolidated Financial Statements," which is based on the premise that holders of the equity of an entity control the entity by virtue of voting rights. FIN 46 provides guidance for identifying the party with a controlling financial interest resulting from arrangements or financial interests rather than from voting interests. We adopted the provisions of FIN 46 on July 1, 2003 which resulted in the consolidation of Summit Management Company (the "Management Company") and its wholly-owned subsidiary, Summit Apartment Builders, Inc. (the "Construction Company"), which provide construction activities for us and provide management and leasing activities for us as well as for communities owned by third parties and certain of our directors, for all periods presented. Prior to the adoption of FIN 46, the Management Company was accounted for under the equity method of accounting. Neither the adoption of FIN 46, nor the provisions of FIN46R, affected our results of operations for any of the years presented. Discontinued Operations

~~Estimates -~~ The ~~preparation~~components of ~~financial~~net ~~statements~~income inthat ~~conformity~~are ~~with~~presented ~~GAAP~~as ~~requires~~income ~~management~~from discontinued tooperations ~~make~~include ~~estimates~~net operating income, depreciation and ~~assumptions~~property specific ~~that~~interest ~~affect~~expense, ~~the~~if ~~reported~~any. In addition, ~~amounts~~the ofnet ~~assets~~gain ~~and~~or ~~liabilities~~loss ~~and~~on ~~disclosure~~the disposal of ~~contingent~~a ~~assets~~community ~~and~~is ~~liabilities~~presented atin discontinued operations when recognized. During the ~~date~~first quarter of ~~the~~2005, ~~financial~~we ~~statements~~had ~~and~~one ~~the~~property ~~reported~~located ~~amounts~~in Atlanta, ofGeorgia, ~~revenues~~totaling ~~and~~431 ~~expenses~~apartment ~~during~~homes, ~~the~~designated ~~reporting~~as ~~period~~held for sale. We ~~Actual~~recognized ~~results~~a ~~could~~$47,000 ~~differ~~gain ~~from~~on ~~those~~one ~~estimates.~~parcel of land sold during the quarter ended March 31, 2004.

2.The ~~Real~~operating ~~Estate~~results ~~Joint~~of ~~Ventures~~the one property designated as held for sale as of March 31, 2005 and the operating results of the ten properties sold during 2004 which are included in discontinued operations for the quarters ended March 31, 2005 and 2004, are as follows:

We own a 25% equity interest in a joint venture named Station Hill, LLC ("Station Hill"), in which we and Hollow Creek, LLC, a subsidiary of a major financial services company, are members. We are entitled to 25% of the joint venture’s cash flow based on our equity interest. If certain benchmarks are achieved in the future, we would be entitled to a preferred return in excess of 25% of the cash flow. The operating agreement of the joint venture provides that we will be entitled to 25% of the net proceeds upon liquidation of Station Hill, although our interest in the residual value of the joint venture could increase above or decrease below 25%. Our interest in the residual value of the joint venture could decrease below 25% only if we receive more than 25% of cash flow at any time prior to liquidation. Any such decrease would be limited to the extent of cash flow in excess of 25%. Station Hill currently owns four communities and is accounted for on the equity method of accounting and, therefore, our 25% equity interest is presented in "Loss on unconsolidated real estate joint ventures" in our consolidated statements of earnings.

(In thousands)	For the month ended March 31, 2005		For the two months ended February 28, 2005		For the three months ended March 31, 2004
	(Successor)		(Predecessor)		(Predecessor)
Property revenues	$	337	$	727	$	6,834
Property operating expenses	239		482		2,777
Net operating income	98		245		4,057
Depreciation and amortization and interest	—		—		1,795
Income from discontinued operations	$	98	$	245	$	2,262

The following are condensed balance sheets as of June 30, 2004 and December 31, 2003 and condensed statements of operations for the six months ended June 30, 2004 and 2003 for Station Hill (in thousands)5. ~~The balance sheets and statements of operations set forth below reflect the financial position and operations of Station Hill~~ Investments in ~~its~~Joint ~~entirety, not just our interest in the joint venture .~~ Ventures

	Balance Sheets
	June 30,		December 31,
	2004		2003
Real estate assets, net	$	68,578	$	69,795
Cash and cash equivalents		1,187		690
Other assets		335		312
Total assets	$	70,100	$	70,797
Mortgages payable	$	57,417	$	57,870
Other liabilities		994		544
Partners' capital		11,689		12,383
Total liabilities and partners' capital	$	70,100	$	70,797

We own a 25% equity interest in a joint venture named Station Hill, LLC (“Station Hill”), in which we and Hollow Creek, LLC, a subsidiary of a major financial services company, are members. We are entitled to 25% of the joint venture’s cash flow based on our equity interest. If certain benchmarks are achieved in the future, we would be entitled to a preferred return in excess of 25% of the cash flow. The operating agreement of the joint venture provides that we will be entitled to 25% of the net proceeds upon liquidation of Station Hill, although our interest in the residual value of the joint venture could increase above or decrease below 25%. Our interest in the residual value of the joint venture could decrease below 25% only if we receive more than 25% of cash flow at any time prior to liquidation. Any such decrease would be limited to the extent of cash flow in excess of 25%. Station Hill currently owns four communities and is accounted for on the equity method of accounting and, therefore, our 25% equity interest is presented in “Equity in income of joint ventures” in our consolidated statements of operations.

	Statements of Operations
	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Revenues	$	2,326		$	2,392		$	4,624		$	4,761
Expenses:
Property Operating		914			961			1,853			1,914
Depreciation and amortization		770			770			1,535			1,535
Interest		963			978			1,930			1,959
Total expenses		2,647			2,709			5,318			5,408
Net loss	$	(321	)	$	(317	)	$	(694	)	$	(647	)

The joint venture discussed above is accounted for under the equity method. The joint venture in which we have an interest has been funded with secured, third-party debt. We are not committed to any additional funding on third-party debt in relation to our joint venture. Management believes that the investment in the joint venture does not qualify for consolidation as a variable interest entity. This joint venture is accounted for under the equity method as we exercise significant influence.

~~Prior~~In ~~to July 3~~2002, ~~2003,~~ we entered ~~owned~~into atwo ~~29.78%~~separate ~~interest in a~~ joint ~~venture~~ventures ~~named~~with ~~SZF,~~a ~~LLC,~~major ~~which~~financial ~~owns~~services institution ~~substantially all of~~ (the ~~interests~~“investor inmember”) ~~Coral~~to ~~Way,~~redevelop ~~LLC,~~Summit aRoosevelt ~~limited~~and ~~liability~~Summit Grand ~~company that is developing~~Parc, ~~through~~both alocated ~~third-party contractor, an apartment community~~ in ~~Miami~~Washington, ~~Florida~~D. ~~On July 3, 2003, we purchased our joint venture partner’s 70~~C.~~22% interest in SZF~~, ~~LLC for $10.0 million~~ in ~~cash.~~a ~~The~~manner ~~community~~to ~~will~~permit ~~consist~~the ofuse ~~323 apartment homes and approximately 17,500 square feet~~ of federal ~~office/retail~~rehabilitation ~~space.~~income ~~The~~tax ~~limited liability company also owns an adjacent piece of land~~credits. The ~~construction~~investor ~~costs~~member ~~are being funded through the equity that the joint venture~~ contributed toapproximately ~~the~~$6.5 ~~limited~~million ~~liability~~for ~~company~~Summit Roosevelt and byapproximately ~~a loan to that company from an unrelated third party~~$2.6 Wemillion ~~repaid~~for ~~the~~Summit ~~construction~~Grand ~~loan~~Parc onin ~~January~~equity ~~30,~~to fund ~~2004. As~~ a ~~result~~portion of ~~construction costs exceeding~~ the ~~construction~~total ~~loan~~estimated ~~amount, SZF, LLC has agreed to advance to Coral Way, LLC the amount required to fund such~~ costs infor ~~excess of~~ the ~~construction~~respective ~~loan.~~communities ~~Certain affiliates of the developer of the apartment community have guaranteed the reimbursement of those costs to Coral Way, LLC~~ and will ~~SZF,~~receive ~~LLC. These advances accrue~~ a ~~preferential~~preferred return aton ~~the~~these ~~rate~~capital ofinvestments ~~eleven~~and ~~percent~~an ~~(11%)~~annual asset ~~per~~management ~~year~~fee towith berespect ~~paid~~to ~~from~~each ~~the distributions from the joint venture~~community. The ~~preferred~~investor ~~return~~member’s ~~will~~interests ~~not~~in ~~be recognized until~~ the ~~community~~joint ventures ~~has~~are ~~earnings~~subject ~~or gains~~ to ~~fund~~put/call ~~such~~rights aduring ~~return.~~the Assixth ofand ~~June~~seventh ~~30,~~years after ~~2004,~~the werespective ~~had~~communities ~~advanced~~are ~~$12.7~~placed ~~million to SZF, LLC which,~~ in ~~turn, advanced such amounts to Coral Way, LLC~~service. These ~~Prior to July 3, 2003, this~~ joint ~~venture~~ventures ~~was~~are ~~accounted~~consolidated ~~for under the equity method of accounting and its balance sheet and income statement information was not material to~~ into our ~~consolidated~~ financial statements ~~taken~~and ~~as a whole. As a result of~~ the ~~purchase~~amounts ofcontributed ~~our~~are ~~joint~~included ~~venture partners’ interest~~ in ~~SZF,~~accrued expenses ~~LLC,~~and ~~the~~other ~~assets,~~ liabilities ~~and~~in ~~operating~~our ~~activities of this joint venture are now~~ consolidated ~~into~~balance ~~our financial statements~~sheet.

~~On August 12, 2003, we received notice of a suit filed by certain affiliates of Coral Way, LLC against us, Summit and Summit Management Company~~6. One of the remedies demanded in the suit is termination of the guarantee agreements to which reference is made above. We believe that the allegations made in this suit are not supported by the facts and we intend to vigorously defend against this suit. If we are successful, the guarantee agreements will remain in place and the guarantors will remain obligated to reimburse Coral Way, LLC and SZF, LLC for the costs in excess of the construction loan. Notes Payable

The following is a summary of our indebtedness:

(In millions)	March 31, 2005		December 31, 2004

Senior unsecured notes
$50.0 million 4.30% Notes, due 2007	$	53.3	$	52.5

Medium-term notes
$25.0 million 3.59% Notes, due 2005	25.7		25.0
$25.0 million 3.91% Notes, due 2006	25.9		25.0
$25.0 million 4.64% Notes, due 2009	27.7		25.0
$10.0 million 4.90% Notes, due 2010	11.8		10.0
$35.0 million 4.99% Notes, due 2011	40.0		35.0
	131.1		120.0
Total unsecured notes	184.4		172.5

Secured notes
Secured credit facility	—		95.9
Secured line of credit – related party	228.3		—
3.61% - 5.07% Conventional Mortgage Notes, due 2005 – 2013	507.1		490.3
Total secured notes	735.4		586.2

Total notes payable	$	919.8	$	758.7

In connection with the merger, we recorded a $34.2 million fair value adjustment to account for the difference between the fixed rates and market rates for the mortgage loans, notes payable, and medium term notes. The fixed interest rates on the various borrowings were primarily above prevailing market rates. Estimates of fair value are based upon interest rates available for the issuance of debt with similar terms and remaining maturities.

In 2002, we entered into two separate joint ventures with a major financial services institution (the "investor member") to redevelop Summit Roosevelt and Summit Grand Parc, both located in Washington, D.C., in a manner to permit the use of federal rehabilitation income tax credits. The ~~investor~~following ~~member~~is ~~contributed approximately $6.5 million for Summit Roosevelt and approximately $2.6 million for Summit Grand Parc in equity to fund~~ a ~~portion~~summary of the ~~total~~debt ~~estimated~~at ~~costs for~~ the ~~respective~~time communities and will receive a preferred return on these capital investments and an annual asset management fee with respect to each community. The investor member’s interests in the joint ventures are subject to put/call rights during the sixth and seventh years after the respective communities are placed in service. These joint ventures are consolidated into our financial statements. of merger:

3. Notes Payable

(In millions)	Book Value		Fair Value Adjustment		Fair Value

Unsecured notes
3.59% - 4.99% Notes, due 2005 – 2011	$	170.0	$	14.8	$	184.8

Secured notes
Secured credit facility	188.5		—		188.5
3.61% - 5.07% Mortgage Notes, due 2005 – 2013	488.4		19.4		507.8
	676.9		19.4		696.3
Total notes payable	$	846.9	$	34.2	$	881.1

~~New Mortgages –~~ In connection with the ~~acquisition~~merger, ofwe ~~Summit~~repaid ~~Stonecrest~~our on$290 ~~May~~million ~~27,~~secured ~~2004~~credit ~~(see Note 4 below)~~facility, wewhich ~~assumed~~had aan ~~mortgage~~outstanding ~~note with a principal~~ balance of $19188.75 million. ~~This mortgage bears interest~~ at athe ~~fixed~~date ~~rate~~ of ~~4.18%~~repayment, ~~matures~~using onproceeds ~~September~~received 1,from ~~2012 and requires interest only payments through August 2004 and then principal and interest payments on~~ a ~~30-year~~$500 ~~amortization~~million ~~schedule~~intercompany ~~with~~line aof ~~balloon~~credit ~~payment~~from ~~due at maturity~~Camden. This ~~mortgage~~line ~~note~~of iscredit ~~recorded~~bears ininterest ~~our financial statements~~ at ~~fair value~~6%, ~~which~~has ~~was~~a ~~determined~~ten-year toterm beand ~~$18.4~~is ~~million~~secured atby the ~~date~~same ofeleven ~~acquisition.~~communities ~~The~~that ~~interest~~secured ~~rate~~the ~~currently~~credit ~~available to us for debt with similar terms and maturity was used to estimate fair value of this mortgage~~facility.

OnDuring ~~March 30~~2003, ~~2004,~~ we ~~issued~~obtained aan ~~$16.6~~unsecured ~~million~~letter ~~mortgage~~of ~~note~~credit facility, ~~collateralized~~which bymatures ~~Summit~~in ~~Ashburn~~July 2008 ~~Farm.~~and ~~This~~has ~~mortgage~~a ~~bears~~total ~~interest~~commitment atof a$20.0 million. The ~~fixed~~letters ~~rate~~ of ~~4.69%~~credit ~~until~~issued under ~~its~~this ~~maturity~~facility onwill ~~April~~serve 1,as ~~2011.~~collateral ~~The~~for ~~mortgage~~performance ~~requires~~on ~~monthly~~contracts ~~principal~~and as credit guarantees to banks and ~~interest~~insurers. As ~~payments~~of onMarch 31, a2005, ~~30-year~~there ~~amortization~~were ~~schedule~~$9.1 ~~with~~million aof ~~balloon~~letters ~~payment~~of ~~due~~credit outstanding atunder ~~maturity.~~this facility.

OnDuring ~~March 30~~2002, ~~2004,~~ we ~~issued~~entered into an interest rate swap with a notional amount of $2750.50 million, ~~mortgage~~relating ~~note~~to ~~collateralized~~$50.0 bymillion ~~Summit~~of ~~Crest~~7.20% fixed ~~This~~rate ~~mortgage~~notes ~~bears~~issued ~~interest~~under atour aMedium-term ~~fixed~~notes ~~rate~~program. Under ofthe ~~4.63%~~interest ~~until~~rate ~~its~~swap agreement, through the maturity ondate ~~April~~of 1August 15, ~~2011.~~2007, ~~The~~(a) we ~~mortgage~~agreed ~~requires~~to ~~monthly~~pay to the counterparty the interest ~~payments~~on ~~only~~a ~~during~~$50.0 ~~the~~million ~~first~~notional ~~year~~amount at a floating interest rate of ~~the~~three-month ~~mortgage~~LIBOR ~~and~~plus ~~requires~~241.75 ~~monthly~~basis ~~principal~~points, and ~~interest~~(b) the counterparty ~~payments~~agreed onto apay ~~30-year~~to ~~amortization~~us ~~schedule~~the ~~starting~~interest ~~with~~on the ~~second~~same ~~year~~notional amount at the fixed rate of the ~~mortgage~~underlying ~~with~~debt obligation. The swap was designated as a ~~balloon~~fair ~~payment~~value ~~due~~hedge of atthe ~~maturity.~~underlying fixed rate debt obligation and had been recorded in “Other assets” in our consolidated balance sheets.

~~Medium-Term Notes —~~ On ~~April 20~~March 18, ~~2000~~2005, we ~~commenced~~terminated ~~a new program for~~ the ~~sale~~interest rate ofswap upand toreceived $~~250.~~0.6 million ~~aggregate~~from ~~principal~~the ~~amount~~counterparty. In ofaccordance ~~medium-term~~with ~~notes~~SFAS ~~("MTNs")~~No. 133, ~~due~~“Accounting for ~~nine~~Derivative ~~months~~Instruments orand ~~more~~Hedging ~~from~~Activities,” ~~the~~we ~~date~~will ofrecord ~~issuance~~the $0.6 million Weas ~~had~~a ~~notes~~credit ~~with~~to aninterest ~~aggregate~~expense ~~principal~~over ~~amount~~the ofperiod ~~$95.0~~beginning ~~million~~from ~~outstanding~~the termination indate ~~connection~~through ~~with~~the ~~this~~maturity ~~MTN~~date ~~program~~of asthe ofunderlying ~~June~~debt 30obligation of August 15, ~~2004~~2007.

~~On May 29, 1998, we established a program for the sale of up to $95~~7.0 Net Change ~~million aggregate principal amount of MTNs due nine months or more from the date of issuance. We had MTNs with an aggregate principal amount of $25.0 million outstanding~~ in ~~connection~~Operating ~~with this MTN program as of June 30, 2004. As a result of the commencement of the $250.0 million MTN program, we cannot issue any additional notes under the $95.0 million MTN program.~~ Accounts

The ~~MTNs~~effect ~~require~~of ~~that~~changes wein ~~comply~~the ~~with~~operating ~~certain~~accounts ~~affirmative,~~on cash ~~negative~~flows ~~and~~from ~~financial~~operating ~~covenants.~~activities Weis ~~were in compliance with these covenants~~ as ~~of June 30, 2004.~~ follows:

Unsecured Notes — The unsecured notes consist of $50.0 million of notes due on August 15, 2004 and $50.0 million of notes due in 2007. The unsecured notes require that we comply with certain affirmative, negative and financial covenants. We were in compliance with these covenants as of June 30, 2004.

	For the month ended March 31, 2005			For the two months ended February 28, 2005			For the three months ended March 31, 2004
	(Successor)			(Predecessor)			(Predecessor)
Decrease (increase) in assets:
Other assets, net	$	529		$	1,422		$	(518	)

Increase (decrease) in liabilities:
Accounts payable	(1,450		)	(2,287		)	2,365
Accrued real estate taxes	1,707			(236		)	844
Accrued expenses and other liabilities	915			(2,898		)	333
Net change in operating accounts	$	1,701		$	(3,999	)	$	3,024

Credit Facilities — On July 28, 2003, we obtained a secured credit facility with a total commitment of $200.0 million. On June 25, 2004, we increased this commitment to $290.0 million. The availability increased from $189.0 million to $290.0 million. We have the ability to further increase this commitment and availability pursuant to the terms of the credit agreement. The secured credit facility provides funds for new development, acquisitions and general working capital purposes. This facility is secured by twelve of our communities (Summit Brookwood, Summit Fair Oaks, Summit Governor’s Village, Summit Grandview, Summit Lake, Summit Lansdowne, Summit Peachtree City, Summit Portofino, Summit Sedgebrook, Summit Shiloh, Summit Stockbridge and Summit Sweetwater) and matures in July 2008. As described in the credit agreement, loans under the credit facility are subject to debt service coverage and loan to value ratios and bear interest at the Reference Bill Index Rate (defined as the money market yield for the Reference Bills as established by the most recent Reference Bill auction conducted by Freddie Mac) plus 58 to 91 basis points depending on the level of debt service coverage. As of June 30, 2004, the outstanding balance of the credit facility was $181.0 million and the interest rate was 1.7026%.

On July 28, 2003, we obtained an unsecured letter of credit facility, which matures in July 2008 and has a total commitment of $20.0 million. The letters of credit issued under this facility serve as collateral for performance on contracts and as credit guarantees to banks and insurers. As of June 30, 2004, there were $7.8 ~~million of letters of credit outstanding under this facility~~. Preferred Units

~~Construction~~On ~~Loan~~January 21, 2005, –we ~~Concurrent~~redeemed ~~with~~all 2.2 million preferred units of limited partnership interest designated as 8.75% Series C Cumulative Redeemable Perpetual Preferred Units for cash in the ~~purchase~~amount of ~~our~~$25.00 ~~joint~~per ~~venture~~unit ~~partner~~plus all unpaid distributions through the redemption date. These preferred units were redeemable for cash at a redemption price equal to the holder’s ~~equity~~capital account. ~~interest~~The inholder ~~SZF,~~of ~~LLC~~the inSeries C ~~July~~preferred ~~2003~~units ~~(see~~had ~~Note~~the 2right to exchange these preferred units for shares of Summit’s Series C preferred stock on a one-for-one basis, subject to adjustment: (a) on or after September 3, 2009, we(b) if ~~consolidated~~full quarterly distributions are not made for six quarters, (c) upon the ~~construction~~occurrence ~~loan~~of specified events related to our treatment or the ~~community~~treatment ~~that~~of the ispreferred ~~being~~units ~~developed~~for byfederal ~~such~~income ~~joint~~tax ~~venture~~purposes, or (d) if the holdings in the Operating Partnership of the Series C unitholder exceeded 18% of the total profits of or capital interest in the Operating Partnership for a taxable year. Distributions on the Series C preferred units were cumulative from the date of original issuance and were payable quarterly at the rate of 8.75% per year of the $25.00 original capital contribution. We ~~repaid~~made distributions to the ~~construction~~holder ~~loan~~of onthe ~~January~~Series C 30preferred units in the aggregate amount of $267,000 during the three months ended March 31, 2005 and $1.2 million during the three months ended March 31, 2004. As a result of the redemption, the excess of the redemption amount over the carrying amount of the units, which totals $1.5 million, reduced income available to common unitholders for the year ended December 31, 2004.

49. ~~Communities Acquired, Sold and Held for Sale~~ Related Parties

~~During~~Subsequent to the ~~six~~completion ~~months~~of ~~ended~~the ~~June 30~~merger, ~~2004,~~Camden wenow ~~acquired~~provides ~~two~~certain ~~communities,~~corporate ~~both~~support services ofto ~~which~~us ~~are~~including ~~located~~general inand ~~Charlotte,~~administrative ~~North~~and ~~Carolina~~property management services. Costs Onincurred ~~May~~by ~~27,~~Camden ~~2004,~~which are weclearly ~~acquired~~applicable ~~Summit~~to ~~Stonecrest~~us ~~(306~~are ~~apartment~~included ~~homes)~~in ~~for~~our ~~$28.0~~consolidated ~~million~~statements of operations. Certain ~~Consideration~~costs ~~paid~~were ~~for~~allocated to ~~this~~us ~~community~~by ~~was~~Camden ~~cash~~based ofupon ~~$9.6~~our ~~million~~total ~~and~~revenues ~~the~~using ~~assumption~~Camden’s ofconsolidated corporate alevel ~~$19.7~~expenses ~~million~~as ~~mortgage~~a ~~(which~~percentage ~~had~~of atheir ~~fair~~consolidated ~~market~~total revenues. Costs ~~value~~allocated oftotaled $180.4 9 million onfor the ~~date~~one ofmonth ~~purchase)~~ended ~~(see~~March ~~Note~~31, ~~3 above)~~2005. The Onamounts ~~June~~allocated ~~14,~~to ~~2004,~~us weby ~~acquired~~Camden ~~Summit~~are ~~South~~not ~~End~~necessarily ~~Square~~indicative ~~(299 apartment homes) for $33.5 million in cash. The acquisition price~~ of costs ~~these~~which ~~two~~may ~~communities~~have ~~has~~ been ~~preliminarily~~incurred ~~allocated~~had ~~based~~we onoperated ~~estimated~~as ~~fair~~an ~~values~~entity atunaffiliated with ~~the date of acquisition~~Camden. However, ~~pending~~we ~~final~~believe ~~determination~~the allocation ofis ~~certain~~reasonable ~~acquired~~and ~~balances. This preliminary allocation resulted~~ in ~~less~~accordance ~~than~~with ~~2.0% of~~ the ~~total~~Securities ~~purchase~~and ~~price being allocated to Summit South End Square~~Exchange Commission’s ~~intangible~~Staff ~~assets~~Accounting ~~and~~Bulletin ~~less than 2~~No.~~5% of the total purchase price being allocated to Summit Stonecrest’s intangible assets~~ 55.

~~During~~ At the ~~six~~effective ~~months~~time ~~ended~~of ~~June~~the 30merger, ~~2004,~~ we ~~sold~~had ~~one~~notes ~~community,~~receivable ~~the~~outstanding ~~community~~totaling $3.9 ~~formerly~~million ~~known~~from asnine ~~Summit~~current ~~Square~~and ~~located~~former inemployees. Subsequent ~~Raleigh,~~to ~~North~~the ~~Carolina~~merger, ~~and~~one aborrower ~~parcel~~paid off ofhis ~~land~~loan ~~located~~in at the ~~community~~amount ~~formerly~~of ~~known~~$0.9 asmillion. At ~~Summit~~March 31, ~~Square~~2005, ~~for~~the annotes ~~aggregate~~receivable ~~sales~~had ~~price~~an outstanding balance of $223.51 million. Subsequent Weto ~~recognized~~March 31, 2005, aone ~~gain~~borrower onpaid ~~sale~~off ofhis ~~approximately~~loan in the amount of $~~10.~~0.7 million. As ~~related~~of toMay 2, 2005, the ~~community~~employee notes receivable were 87.1% secured by Camden common shares.

~~In accordance with SFAS No~~10. ~~144, "Accounting for the Impairment or Disposal of Long-Lived Assets," income~~ Commitments and gain on disposition of real estate for communities sold or considered held for sale are reflected in our consolidated statements of earnings as "discontinued operations" for all periods presented. In addition, we have separately reflected the assets and liabilities of these communities as "Net real estate assets – assets held for sale," "Other assets – assets held for sale" and "Notes payable and other liabilities – assets held for sale" in our consolidated balance sheets for all periods presented. Contingencies

WeConstruction ~~have~~Contracts. As ~~seven~~of ~~apartment~~March 31, ~~communities~~2005, we ~~which~~ were ~~considered~~obligated ~~held~~ for ~~sale~~approximately as$76.8 million of ~~June~~additional ~~30,~~expenditures ~~2004:~~on our four wholly-owned projects currently under development (a substantial amount of which we expect to be funded with our secured intercompany line of credit).

~~Community~~Contingencies. On ~~Location~~October 6, ~~Summit~~2004, ~~Belmont~~a ~~Fredericksburg,~~purported ~~Virginia~~class ~~Summit~~action ~~Crossing~~complaint ~~Charlotte~~was filed in the General Court of Justice, ~~North~~Superior Court Division, of the State of North Carolina, County of Mecklenburg, by an alleged Summit ~~Fair~~stockholder. This ~~Oaks~~complaint ~~Fairfax~~named as defendants Camden, Summit ~~Virginia~~and each member of the board of directors of Summit ~~Glen~~and ~~Atlanta~~principally alleges that the merger of Camden and Summit and the acts of the Summit directors constitute a breach of the Summit defendants’ fiduciary duties to Summit stockholders. The plaintiff in the lawsuit sought, ~~Georgia~~among other things (1) a declaration that each defendant has committed or aided and abetted a breach of fiduciary duty to the Summit ~~Highland~~stockholders, ~~Raleigh~~(2) to preliminarily and permanently enjoin the merger, ~~North~~(3) to ~~Carolina~~rescind the merger in the event that it is consummated, (4) an order to permit a stockholders’ committee to ensure an unspecified “fair procedure, adequate procedural safe-guards and independent input by plaintiff” in connection with any transaction for Summit shares, ~~Norcroft~~(5) unspecified ~~Charlotte~~compensatory damages and (6) attorneys’ fees. On November 3, 2004, Camden removed the lawsuit to the United States District Court for the Western District of North Carolina, ~~Summit~~Charlotte ~~Reston Reston~~Division, ~~Virginia~~and filed an Answer and Counterclaim for declaratory judgment denying the plaintiff’s allegations of wrongdoing.

~~The~~On ~~real~~March 10, ~~estate~~2005, ~~assets~~the ofparties ~~these~~to ~~seven~~the ~~communities~~action agreed ~~were~~on ~~recorded~~and atexecuted a binding memorandum of understanding setting forth the terms ~~lower~~of a settlement of ~~cost~~the orlitigation. The ~~fair~~parties ~~value~~also ~~less~~agreed, ~~costs~~subject to ~~sell~~the conditions described below, orto enter ~~$79.7~~into ~~million~~a instipulation of settlement and use best efforts to gain approval of the ~~aggregate,~~settlement asby the court. Under the terms of ~~June~~the 30settlement, ~~2004.~~the defendants admit to no wrongdoing or fault. The ~~revenues~~memorandum ~~from~~of ~~these~~understanding ~~seven~~for ~~communities~~the proposed ~~represented~~settlement ~~11.0%~~of the litigation contemplates a dismissal of ~~our~~all ~~revenues~~claims with ~~for~~prejudice and a release in favor of all defendants of any and all claims related to the ~~six~~merger ~~months~~that ~~ended~~have ~~June~~been ~~30,~~or ~~2004~~could have been asserted by the plaintiffs or any members of the putative class. In connection with negotiations relating to the memorandum of understanding, the parties agreed to include, and have included, in the joint proxy statement/prospectus relating to the merger additional disclosures regarding the merger.

~~Below~~Subject isto athe ~~summary~~completion of ~~discontinued~~certain ~~operations~~confirmatory discovery ~~for~~by counsel to the ~~three~~plaintiffs, ~~and~~the ~~six~~memorandum ~~months~~of ~~ended~~understanding contemplates ~~June~~that ~~30,~~the ~~2004~~parties ~~for~~will ~~the~~enter ~~community~~into ~~sold~~a ~~during~~settlement agreement. The memorandum and the ~~six~~settlement ~~months~~will ~~ended~~be subject ~~June~~to 30the customary conditions including, ~~2004~~final ~~and~~court ~~for~~approval of the settlement. If ~~seven~~the ~~communities~~conditions ~~considered~~are satisfied, ~~held~~subject ~~for~~to ~~sale~~final ascourt approval of ~~that~~the ~~date.~~settlement ~~For~~and dismissal of the ~~three~~action ~~and~~by ~~six~~the ~~months~~court ~~ended~~with ~~June~~prejudice, 30the plaintiff’s counsel will seek and Camden, ~~2003~~as successor to Summit, ~~the~~will ~~summary~~pay ~~below~~an ~~includes~~amount not to exceed in the aggregate ~~eight~~$383,000 ~~communities~~in settlement of this action for attorneys’ fees and expenses, Subject to ~~which~~any ~~reference~~order isof ~~made~~the incourt, any attorneys’ fees and expenses awarded by the ~~preceding~~court ~~sentence~~to plaintiff’s counsel will be paid by Camden, as successor ~~well~~to asSummit, ~~the~~on ~~eight~~behalf ~~communities~~of ~~sold~~all ~~during~~defendants ~~2003~~within ~~(in~~five ~~thousands)~~business days after final court approval of the settlement. All costs and expenses expected to be incurred associated with this matter have been accrued for and are not material to our consolidated financial statements.

	Three Months Ended June 30,					Six Months Ended June 30,
	2004		2003			2004		2003
Property revenues:
Rental revenues	$	4,470	$	10,163		$	9,280	$	21,261
Other property revenue		345		701			661		1,466
Total property revenues		4,815		10,864			9,941		22,727
Property operating expenses		1,506		3,927			3,251		8,382
Depreciation		330		2,515			1,502		5,044
Interest and amortization		65		1,229			128		2,607
Income from discontinued operations before gain on disposition of
discontinued operations and loss on early extinguishment of debt		2,914		3,193			5,060		6,694
Gain on disposition of discontinued operations		9,993		3,122			10,040		6,258
Loss on early extinguishment of debt		-		(1,508	)		-		(1,508	)
Income from discontinued operations	$	12,907	$	4,807		$	15,100	$	11,444

The defendants vigorously deny all liability with respect to the facts and claims alleged in this action, and specifically deny that any further supplemental disclosure was required under any applicable rule, statute, regulation, or law. However, the defendants considered it desirable that these actions be settled to avoid the substantial burden, expense, risk, inconvenience and distraction of continued litigation and to fully and finally resolve the settled claims.

5 On May 25, 2001, through a joint venture with SZF, LLC, a Delaware limited liability company in which we owned 29.78% ~~Notes~~of ~~Receivable~~the joint venture until July 3, 2003, on which date we purchased its joint venture partner’s 70.22% interest. We then entered into an agreement with Brickell View, L.L.C. (“Brickell View”), a Florida limited liability company, and certain of its affiliates relating to the formation of Coral Way, LLC, a Delaware limited liability company, to develop a new community in Miami, Florida. Brickell View agreed to be the developer of that community and certain of its affiliates signed guarantees obligating them to pay certain costs relating to the development. On August 12, 2003, we received notice of two suits filed by Brickell View and certain of its affiliates against SZF, LLC and certain entities affiliated with us. The suits were originally filed in the Miami-Dade Circuit Court and were subsequently removed to the U.S. District Court for the Southern District of Florida. One of the suits was remanded to the Miami-Dade Circuit Court, while the other remains pending in the U.S. District Court. These suits relate to the business agreement among the parties in connection with the development and construction of the community by Coral Way. Brickell View and its affiliates allege breach of contract, breach of implied covenant of good faith and fair dealing, breach of fiduciary duties and constructive fraud on the part of SZF, LLC and constructive fraud on our part, including our affiliates, and seek both a declaratory judgment that the guarantee agreements have been constructively terminated and unspecified monetary damages. We intend to enforce our rights under the joint venture agreements. Although we may determine to terminate the development agreement based on Brickell View’s failure to perform its obligations in accordance with the development agreement, we do not believe that there is any basis for allowing Brickell View or its affiliates to be released from ~~Employees~~their obligations under the development agreement or the guarantees. We believe that the allegations made by Brickell View and its affiliates are not supported by the facts and we intend to vigorously defend against these suits. On December 19, 2003, we received notice of a demand for arbitration asserted by Bermello, Ajamil & Partners, Inc. against Coral Way, LLC for unpaid architectural fees. In this demand, Bermello, Ajamil & Partners, Inc. allege that they are entitled to an increased architectural fee as a result of an increase in the cost of the project. We believe that the allegations made by Bermello, Ajamil & Partners, Inc. are not supported by the facts, and we will vigorously defend against this claim. Additionally, we have asserted a cross-claim against Bermello, Ajamil & Partners, Inc. for damages related to the cost to correct certain structural and other design defects. All costs and expenses expected to be incurred associated with this matter have been accrued for and are not material to our consolidated financial statements.

~~Summit’s~~On ~~Board~~May 6, of2003, ~~Directors~~we ~~believes~~purchased ~~that ownership of its common stock by its executive officers and~~ certain ~~other~~assets ~~qualified employees aligns the interests~~ of Brickell ~~these~~Grand, Inc. ~~officers~~(“Brickell ~~and~~Grand”), ~~employees~~including ~~with~~ the ~~interests~~community ofknown as Summit’s ~~stockholders~~Brickell. At Tothe ~~this~~time ~~end~~of purchase, Summit’s ~~Board~~Brickell ofwas ~~Directors~~subject ~~approved,~~to ~~and~~a ~~Summit~~$4.1 ~~instituted,~~million aclaim ~~loan~~of ~~program.~~construction lien Asfiled aby ~~result~~the ofgeneral ~~the~~contractor, ~~Sarbanes-Oxley~~Bovis ~~Act~~Lend ofLease, Inc. ~~2002~~(“Bovis”), due ~~Summit~~to isBrickell noGrand’s ~~longer~~alleged ~~permitted~~failure to ~~make~~pay ~~loans~~the tofull ~~its~~amount ~~executive~~of ~~officers~~the construction ~~and,~~costs. Bovis ~~therefore,~~sought ~~new~~to enforce ~~issuances~~this toclaim ~~its~~of ~~executive~~lien ~~officers~~against ~~under~~Brickell ~~the~~Grand ~~loan~~in ~~program~~a ~~have~~suit ~~been~~filed ~~terminated.~~on ~~Under~~October 18, 2002 ~~the~~in ~~terms~~Miami-Dade ofCircuit ~~the~~Court, ~~loan~~Florida. In ~~program~~mid-2003, ~~Summit~~litigation ~~lent~~with ~~amounts~~Bovis towas ~~certain~~temporarily ofstayed ~~its~~pending mediation. In ~~executive~~September 2003, ~~officers~~Bovis filed ~~and~~an ~~other~~amended ~~qualified~~complaint ~~employees~~seeking to ~~(a)~~enforce ~~finance~~an ~~the~~increased ~~purchase~~claim of ~~Summit’s~~lien ~~common~~of $4.6 ~~stock~~million. Mediation onwith ~~the~~Bovis ~~open~~ended unsuccessfully ~~market~~in atNovember 2003. The ~~then-current~~litigation ~~market~~is ~~prices,~~proceeding ~~(b)~~in ~~finance~~ the ~~payment~~Miami-Dade ofCircuit Court. As the ~~exercise~~current ~~price~~owner of ~~one~~Summit orBrickell, which ~~more~~property ~~stock~~is ~~options~~subject to ~~purchase~~the ~~shares~~claim of ~~Summit’s~~lien, ~~common~~we ~~stock,~~are orvigorously ~~(c)~~defending against ~~finance~~these ~~the~~claims ~~annual~~of ~~tax~~lien ~~liability~~and orrelated ~~other~~litigation. As ~~expenses~~a result of anseveral ~~executive~~items ~~officer~~claimed ~~related~~by toBovis in ~~the~~its ~~vesting~~amended ofclaim ~~shares~~ of ~~common~~lien, ~~stock~~we ~~which~~are ~~constitute~~asserting a ~~portion~~counterclaim offor a ~~restricted~~fraudulent mechanic’s ~~stock~~lien, ~~award~~as ~~granted~~well toas ~~the~~counterclaims ~~executive~~for ~~officer.~~breach ~~The~~of ~~relevant~~contract ~~officer~~and orbreach ~~employee~~of warranties. In ~~has~~early ~~executed~~2004, athree subcontractors ~~promissory~~of ~~note~~Bovis, ~~and~~Gulf ~~security~~Plumbing, Inc., ~~agreement~~Big ~~related~~Bear toPlastering, Inc. and ~~each loan extended~~Kone, Inc., ~~Each~~filed ~~outstanding~~separate ~~note~~suits ~~bears~~in ~~interest~~Miami-Dade atCircuit aCourt ~~rate~~against Brickell ~~established~~Grand, onBovis, the ~~date~~Camden ofSummit ~~the~~Partnership ~~note,~~and isother ~~full~~named ~~recourse~~parties to enforce ~~the~~claims ~~officers~~of ~~and~~construction ~~employees~~lien and/or isclaims ~~collateralized~~against by the ~~shares of Summit~~contractor’s ~~common~~bond in ~~stock~~an ~~which~~aggregate ~~are~~amount ~~the~~of ~~subject~~approximately of$600,000 filed due to the ~~loans.~~defendants’ alleged Iffailure to pay the ~~market~~full ~~price~~amount of ~~Summit’s~~the ~~common~~construction ~~stock~~cost. All ~~falls~~of ~~materially~~these ~~below~~claims ~~the~~have ~~price~~been atvoluntarily dismissed. In ~~which~~January 2005, Brickell ~~the~~Grand, Inc. ~~shares~~filed ofsuit ~~stock~~in ~~were~~Miami-Dade ~~purchased~~Circuit Court, ~~the~~Florida, ~~proceeds~~asserting claims offor ~~the~~breach ~~sale~~ of ~~the~~contract ~~common~~and ~~stock~~fraud ~~held~~in asthe ~~collateral~~inducement, ~~may~~alleging ~~not~~that bewe ~~sufficient~~had toan ~~repay~~obligation ~~the~~to ~~loan~~indemnify Brickell Grand, Inc. Asin ofthe ~~June~~Bovis ~~30,~~lawsuit ~~2004,~~and ~~Summit~~that we had ~~employee~~failed ~~loans~~to ~~receivable~~properly inmarket the ~~amount~~apartments, ofincreasing Brickell ~~$16~~Grand Inc.7’s ~~million~~cost ~~which~~overrun ~~were~~obligations. Brickell ~~collateralized~~Grand, Inc. byalso ~~788,465~~claims ~~shares~~that ofwe misappropriated its ~~common~~identity ~~stock~~by ~~valued~~filing ateviction ~~$20.2~~actions ~~million~~in its name. We ~~Summit~~believe ~~had~~that ~~employee~~these ~~loans~~allegations made ~~receivable~~by inBrickell ~~the~~Grand, Inc. ~~amount~~are ofnot ~~$17.4~~supported ~~million~~by asthe offacts, ~~December~~and ~~31,~~intend ~~2003.~~to vigorously defend against

6. Commitments and Contingencies

The estimated cost to complete the four development projects currently under construction was $94.8 million as of June 30, 2004. Anticipated construction completion dates of the projects range from the fourth quarter of 2004 to the fourth quarter of 2006.

As collateral for performance on contracts and as credit guarantees to banks and insurers, we were contingently liable under standby letters of credit in the aggregate amount of $7.8 million as of June 30, 2004.

We carry terrorism insurance on all communities. The terrorism insurance is subject to coverage limitations, which we believe are commercially reasonable. No assurance can be given that material losses in excess of insurance proceeds will not occur in the future, or that insurance coverage for acts of terrorism will be available in the future.

Wethese ~~are subject to a variety of~~ claims. All costs and expenses ~~suits~~expected ~~that~~to ~~arise~~be inincurred ~~the~~associated ~~ordinary course of business, including actions~~ with ~~respect~~this tomatter ~~contracts and cases in which claims~~ have been ~~brought~~accrued for ~~against us by current~~ and ~~former~~are ~~employees, residents, independent contractors and vendors. While the resolution of these matters cannot be predicted with certainty, we believe that the final outcome of such matters will~~ not be material to our ~~financial~~consolidated ~~position or results of operations. If we determine that a loss is probable to occur, the estimated amount of that loss would be recorded in the~~ financial statements.

We are athe ~~party~~developer tofor aone apartment ~~number~~community ~~of agreements and contracts pursuant to~~ which weis ~~may~~owned beby ~~obligated~~a tothird ~~indemnify~~party. Under the ~~other~~development ~~party~~and ~~with~~other ~~respect to certain matters. Typically~~related agreements, ~~these obligations arise in contracts into which~~ we ~~enter,~~have ~~under~~guaranteed ~~which~~certain weaspects ~~customarily~~relating ~~agree~~ to ~~hold~~ the ~~other party harmless against certain losses arising from breaches of representations~~construction, lease-up ~~warranties~~ and~~/or~~ ~~covenants~~management ~~related~~of tothat ~~such~~apartment ~~matters~~community. We ~~as,~~have ~~among~~also ~~others,~~committed ~~title~~ to ~~assets,~~fund ~~specified~~certain development ~~environmental~~cost ~~matters~~overruns, ~~qualification~~if ~~to do business~~any, ~~due~~and ~~organization, non~~lease-~~compliance~~up ~~with~~losses. We ~~restrictive~~have ~~covenants,~~evaluated ~~laws,~~its ~~rules~~commitments and obligations ~~regulations,~~under ~~maintenance~~these ofagreements ~~insurance~~ and ~~payment~~determined ofthat ~~tax~~no ~~bills~~accrual ~~due~~or ~~and~~charge ~~owing.~~is necessary ~~Additionally, with respect to retail and office lease agreements we enter into~~ as ~~landlord, we may also indemnify~~ the ~~other~~overall ~~party~~development ~~against~~economics ~~damages~~are ~~caused~~profitable. We bybegan ~~our~~marketing ~~willful~~and ~~misconduct~~leasing oractivities ~~negligence associated with~~ in the ~~operation~~first ~~and~~quarter ~~management~~ of ~~the~~2005 ~~building.~~and ~~Although no assurances can be made, we~~ believe that ifthe weconstruction ~~were~~will tobe ~~incur~~completed during athe ~~loss~~second inquarter ~~any~~ of ~~these matters, such loss should not have a material effect on our financial condition or results of operations~~2005. ~~Historically, payments made with regard to these agreements have not had a material effect on our financial condition or results of operations.~~

~~Summit~~We are ~~has~~currently ~~employment~~in agreements with two of its former executive officers, both of whom resigned from such executive positions, but who remain as employees and have agreed to provide various services to Summit from time to time through December 31, 2011. Each employment agreement requires that Summit pay to the ~~former~~due ~~officers~~diligence ~~a base salary aggregating up to $2.1 million over the~~ period ~~from~~for ~~July~~certain ~~1, 2001 to December 31, 2011 (beginning with calendar year 2002, up to $200,000 on an annual basis)~~dispositions. No ~~Each~~assurance ~~employment~~can ~~agreement~~be ~~also~~made ~~requires~~ that ~~Summit~~we ~~provide~~will ~~participation~~be in its life insurance plan as well as office space, information systems support and administrative support for the remainder of each employee’s life, and participation in its health and dental insurance plans until the last able to ~~die~~complete of the ~~employee~~negotiations or ~~such~~become ~~employee’s~~satisfied spouse. Either party can terminate the employment agreements effective 20 business days after written notice is given. The full base salary amount due shall be payable through 2011 whether or not the agreements are terminated earlier in accordance with ~~their terms. Summit has amended~~ the ~~employment~~outcome ~~agreements, effective July 1, 2004. The amendments provide for annual payments by Summit to the former executives in lieu~~ of ~~providing such office space, information systems support and administrative support. The annual payments are $100,000 for one of~~ the ~~former executive officers and $70,000 for the other former executive officer and each are subject to a yearly increase based on the Consumer Price Index~~due diligence. ~~These amounts represent what we have determined to be the fair market value of such services.~~

7.We ~~Restricted~~are subject to various legal proceedings and ~~Unrestricted~~claims that ~~Stock~~arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.

OnLease ~~January~~commitments. At 2March 31, ~~2004~~2005, ~~Summit~~we ~~issued~~had 27long-term operating leases covering certain land,~~982~~ ~~shares~~office offacilities ~~restricted~~and ~~stock~~equipment. Rental ~~valued~~expense attotaled $~~658~~41,000 ~~pursuant~~for tothe quarter ~~its~~ended ~~2001~~March 31, ~~Performance~~2005 ~~Stock~~compared ~~Award~~to ~~Plan~~$0.1 ~~One-half~~million offor ~~these~~the ~~shares~~quarter ended March 31, ~~valued~~2004. Minimum annual atrental ~~$329,000,~~commitments ~~vested~~for onthe ~~January~~remaining 2,nine ~~2004.~~months ~~The~~of ~~remaining~~2005 ~~shares~~are ~~will~~$0.1 million, ~~vest~~and infor ~~two~~the ~~equal~~years ~~annual~~ending ~~installments~~December 31, on2006 ~~January~~through 2009 are $0.2 million, ~~2005~~$0.2 million, $0.2 million, and ~~January~~$0.1 2million, ~~2006~~respectively, and $0.1 million in the aggregate thereafter.

During the six months ended June 30, 2004, Summit issued 40,063 shares of unrestricted stock (representing 20% of the total 200,315 shares of common stock that could have been received by employees at the date of issuance) valued at $881,000 to employees under its 1994 Stock Option and Incentive Plan11. Post ~~During~~Retirement the six months ended June 30, 2003, Summit issued 33,342 shares of unrestricted stock (representing 15% of the total 222,270 shares of common stock that could have been received by employees at the date of issuance) valued at $660,000 to employees under the same plan. These shares were issued pursuant to stock award agreements entered into with certain employees dated February 6, 2002 (the "2002 Stock Grants"). The remaining shares will be issued based on the following schedule of dates and percentages: an additional 20% on each of March 1, 2005 and 2006 and the final 25% on March 1, 2007. The respective employee will receive the applicable number of shares on each date if he or she continues to be employed by Summit on such date, or earlier upon his or her death or disability or upon a "change of control" of Summit. Employees surrendered 14,760 shares of stock during the six months ended June 30, 2004 and surrendered 12,589 shares during the six months ended June 30, 2003 to satisfy the personal income tax liability related to the 2002 Stock Grants and an additional 13,016 shares during the six months ended June 30, 2004 and 13,193 shares during the six months ended June 30, 2003 to satisfy the personal income tax liability related to shares of restricted stock granted prior to January 1, 2004 which vested during the six months ended June 30, 2004 and 2003, respectively. As of June 30, 2004, following the issuance of the shares mentioned above and certain employee forfeitures, a total of 124,030 shares remained available for issuance under the 2002 Stock Grants. Benefits

Summit had employment agreements with William B. McGuire and William F. Paulsen that terminated on December 31, 2011. Each employment agreement entitled each of these employees to a base salary aggregating up to $2.1 million over the period from July 1, 2001 to December 31, 2011 (beginning with calendar year 2002, up to $200,000 on an annual basis). Each employment agreement provided each former officer with the right to participate in Summit’s life insurance plan as well as a requirement to provide office space, information systems support and administrative support for the remainder of each employee’s life, and participation in Summit’s health and dental insurance plans until the last to die of the employee or such employee’s spouse. Either party could terminate the employment agreements effective 20 business days after written notice was given. The full base salary amount due would be payable through 2011 whether or not the agreements were terminated earlier in accordance with their terms. Summit amended the employment agreements, effective July 1, 2004. The amendments provide for additional payments to the employees and eliminated the provision to provide office space, information systems support and administrative support. The additional annual payments were $100,000 for one of the employees and $70,000 to the other employee and each was subject to a yearly increase based on the Consumer Price Index.

Camden Summit has entered into a separation agreement with each of Messrs. McGuire and Paulsen. Each separation agreement was effective as of the effective time of the merger of Summit and of Camden Summit, which occurred on February 28, 2005. Pursuant to the respective separation agreement, as of the effective time of the merger, Messrs. McGuire and Paulsen resigned as an officer and director of Summit and all entities related to Summit, and the respective employment agreement between Summit and each such executive was terminated. Also pursuant to the respective separation agreement, each such executive received payments and other benefits approximately equivalent to those he was entitled to receive upon termination of employment pursuant to his employment agreement with Summit.

The other benefits received by Messrs. McGuire and Paulsen are considered post retirement benefits. As of March 31, 2005, we had accrued $5.3 million associated with these post retirement liabilities. Net periodic benefit cost, relating entirely to interest cost, was immaterial to our consolidated financial statements as a whole as of March 31, 2005. We have not made any contributions as of March 31, 2005, nor do we expect to make any contributions for the remainder of 2005.

8Item 2. Management’s Discussion ~~Preferred~~and ~~Units~~Analysis of Financial Condition and Results of Operations

OnThe ~~September~~following ~~18,~~discussion ~~2003,~~should webe ~~redeemed~~read ~~all~~in ~~3.4~~conjunction with ~~million~~all of ~~our~~the ~~preferred~~consolidated ~~units~~financial ofstatements ~~limited~~and ~~partnership~~notes ~~interest~~appearing ~~designated~~elsewhere in asthis ~~8.95%~~report ~~Series~~as Bwell ~~Cumulative~~as ~~Redeemable~~the ~~Perpetual~~audited ~~Preferred~~consolidated ~~Units~~financial ~~for~~statements appearing ~~cash~~ in ~~the~~Camden ~~amount~~Summit ofPartnership, ~~$25~~L.~~20 per unit plus all unpaid distributions through the redemption date~~P.’s ~~Distributions~~(“Camden onSummit ~~the~~Partnership”) ~~Series~~Form 10-K for ~~B preferred units were cumulative from~~ the ~~date~~year ofended ~~original~~December 31, ~~issuance and were payable quarterly at the rate of 8~~2004.~~95%~~ The ~~per~~statements ~~year~~contained ofin ~~the~~this ~~$25.00~~report ~~original~~that are ~~capital~~not ~~contribution.~~historical Wefacts ~~made~~are ~~distributions~~forward-looking tostatements, ~~the~~and ~~holders~~actual ofresults ~~the~~may differ ~~Series~~materially Bfrom ~~preferred~~those ~~units~~included in the ~~aggregate~~forward-looking ~~amount~~statements. ofThese forward-looking ~~$3.8~~statements ~~million~~involve ~~during~~risks ~~the~~and ~~six~~uncertainties ~~months~~including, ~~ended~~but ~~June~~not limited 30to, ~~2003.~~the following:

As of June 30, 2004, we had outstanding 2.2 million preferred units of limited partnership interest designated as 8.75% Series C Cumulative Redeemable Perpetual Preferred Units. These preferred units are redeemable on or after September 3, 2004 for cash at a redemption price equal to • the ~~holder’s capital account. The holder~~ results of ~~the~~our ~~Series~~efforts ~~C preferred units has the right~~ to ~~exchange~~implement these preferred units for shares of Summit’s Series C preferred stock on a one-for-one basis, subject to adjustment: (a) on or after September 3, 2009, (b) if full quarterly distributions are not made for six quarters, (c) upon the occurrence of specified events related to our ~~treatment~~property ordevelopment the treatment of the preferred units for federal income tax purposes, or (d) if the holdings in the Operating Partnership of the Series C unitholder exceed 18% of the total profits of or capital interest in the Operating Partnership for a taxable year. Distributions on the Series C preferred units are cumulative from the date of original issuance and are payable quarterly at the rate of 8.75% per year of the $25.00 original capital contribution. We made distributions to the holder of the Series C preferred units in the aggregate amount of $2.4 million during each of the six months ended June 30, 2004 and 2003. construction strategies;

9.• the ~~Derivative~~effects of ~~Financial~~economic ~~Instruments~~conditions, including rising interest rates;

We• our ~~are exposed~~ ability to ~~capital~~generate ~~market~~sufficient ~~risk,~~cash such as changes in interest rates. To manage the volatility relating to interest rate risk, we may enter into interest rate hedging arrangements from time to time. We generally do not utilize derivative financial instruments for trading or speculative purposes. flows;

~~On June 14, 2002, we entered into an interest rate swap with a notional amount of $50.0 million, relating to $50.0 million of 7.20% fixed rate notes issued under our medium-term note program. Under~~ • the ~~interest~~costs ~~rate swap agreement, through the maturity date~~ of August 15, 2007, (a) we have agreed to pay to the counterparty the interest on a $50.0 million notional amount at a floating interest rate of three-month LIBOR plus 241.75 basis points, and (b) the counterparty has agreed to pay to us the interest on the same notional amount at the fixed rate of the underlying debt obligation. The floating rate as of June 30, 2004 was 3.6675%. The fair value of the interest rate swap was an asset of approximately $2.7 million as of June 30, 2004. The swap has been designated as a fair value hedge of the underlying fixed rate debt obligation and has been recorded in "Other assets" in our ~~consolidated~~capital ~~balance sheets. We assume no ineffectiveness as the interest rate swap meets the short-cut method conditions required under SFAS No. 133, "Accounting for Derivative Instruments~~ and ~~Hedging Activities," for fair value hedges of~~ debt ~~instruments. Accordingly, no gains or losses were recorded in income relative to our underlying debt and interest rate swap.~~ ;

~~10.~~• competition, which ~~Common~~could ~~Stock~~limit ~~Repurchase~~our ~~Program~~ability to secure attractive investment opportunities, lease apartment homes, or increase or maintain rents;

~~Summit~~• changes ~~has a common stock repurchase program, originally approved by its Board of Directors~~ in our ~~March~~capital 2000, pursuant to which Summit is authorized to purchase up to an aggregate of $56.0 million of currently issued and outstanding shares of its common stock. All repurchases have been, and will be, made on the open market at prevailing prices or in privately negotiated transactions. This authority may be exercised from time to time and in such amounts as market conditions warrant. requirements;

~~Summit~~• changes ~~made~~in governmental ~~no stock repurchases during the six months ended June 30~~regulations, ~~2004.~~tax Asrates ofand ~~June~~similar 30, 2004, Summit had repurchased 1.2 million shares of its common stock valued at $23.6 million (an average price per share of $18.88) under this plan. Summit had $32.4 million remaining for authorized repurchases under the program as of June 30, 2004. matters;

• environmental uncertainties and disasters; and

• supply and demand for apartment communities in our current market areas.

Do not rely on these forward-looking statements, which only represent our estimates and assumptions as of the date of this report. We assume no obligation to update or revise any forward-looking statement.

Business

The consummation of the merger effected a change in control of the Camden Summit Partnership. Prior to the effective time of the merger, Summit was the general partner of the Camden Summit Partnership and held 348,086 general partner units, representing a 1% general partnership interest, and 31,117,541 limited partner units, representing an 89.4% limited partnership interest. The remaining 3,343,004 limited partner units were held by the outside limited partners. As of the effective time of the merger, Camden Summit became the general partner of the Camden Summit Partnership and held 232,765.108 general partner units, representing a 1% general partnership interest, and 20,808,299.667 limited partner units, representing a 91.2% limited partnership interest. The remaining 1,769,281 units, representing a 7.8% limited partner interest, are held by outside limited partners. Each common limited partnership unit is redeemable for one common share of Camden.

In conjunction with the merger, the limited partners in the Camden Summit Partnership were offered, on a unit-by-unit basis, the opportunity to redeem their partnership units for $31.20 in cash, without interest, or to remain in the Camden Summit Partnership following the merger at a unit valuation equal to .6687 of a Camden common share. The limited partner elections resulted in Camden redeeming 0.7 million partnership units for cash, for an aggregate of $21.7 million, and issuing 1.8 million partnership units. The value of the common shares and partnership units issued was determined based on the average market price of Camden’s common shares for the five day period commencing two days prior to the announcement of the merger on October 4, 2004.

Camden Summit Partnership, L.P. is a Delaware limited partnership and a subsidiary of Camden Summit, which is a wholly-owned subsidiary of Camden, a Texas real estate investment trust. Camden conducted a portion of its business through the Camden Summit Partnership and its subsidiaries. As of March 31, 2005, Camden held 91.6% of our common limited partnership units as well as the sole 1% general partnership interest. The remaining 7.4% of the common limited partnership units are held by outside limited partners.

We focus on the operation, development and acquisition of luxury apartment communities in select neighborhoods throughout the Southeast and Mid-Atlantic United States. We focus our efforts in five markets: Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte. As of March 31, 2005, our portfolio consisted of 49 completed communities comprising 15,422 apartment homes with an additional 1,414 apartment homes under construction at four communities.

~~11.~~Property ~~Supplemental Cash Flow Information~~ Portfolio

~~Non-cash~~Our ~~investing~~multifamily ~~and~~property ~~financing~~portfolio, ~~activities~~excluding land held for ~~the~~future ~~six~~development ~~months~~is ~~ended~~summarized ~~June 30, 2004 and 2003 are~~ as follows:

A. We accrued distributions payable of $11.8 million as of June 30, 2004 and $11.7 million as of December 31, 2003. B. Summit granted 40,063 shares of unrestricted stock valued at $881,000 during the six months ended June 30, 2004. There were 14,760 shares of stock valued at $325,000 surrendered to satisfy the income tax liability of grantees during the same period. C. Summit granted 33,342 shares of unrestricted stock valued at $660,000 during the six months ended June 30, 2003. There were 25,361 shares of stock valued at $460,000 surrendered to satisfy the income tax liability of grantees during the same period. D. On January 2, 2004, Summit issued 27,982 shares of restricted stock valued at $658,000 pursuant to its 2001 Performance Stock Award Plan. One-half of these shares, valued at $329,000, vested on January 2, 2004. The remaining shares will vest in two equal annual installments on January 2, 2005 and January 2, 2006. E. Summit issued 56,456 shares of common stock in exchange for 56,456 common units during the six months ended June 30, 2004. The value of these shares of common stock was $823,000. F. On May 27, 2004, we acquired Summit Stonecrest by paying $9.6 million in cash and assuming a $19.7 million mortgage (which had a fair market value of $18.4 million on the date of purchase).

	March 31, 2005		December 31, 2004
	Apartment Homes	Properties	Apartment Homes	Properties

Operating Properties
Charlotte, North Carolina (a)	3,134	13	3,134	13
Atlanta, Georgia	3,633	11	3,633	11
D.C. Metro	2,882	9	2,882	9
Raleigh, North Carolina (a)	2,631	7	2,631	7
Southeast Florida	2,520	7	2,100	6
Other	622	2	622	2
Total Operating Properties	15,422	49	15,002	48
Properties Under Development
D.C. Metro	785	2	785	2
Raleigh, North Carolina	484	1	484	1
Charlotte, North Carolina	145	1	145	1
Southeast Florida	—	—	420	1
Total Properties Under Development	1,414	4	1,834	5
Total Properties	16,836	53	16,836	53

Less: Joint Venture Properties (a)	1,203	4	1,203	4

Total Properties Owned 100%	15,633	49	15,633	49

~~12.~~(a) Includes properties ~~Subsequent~~held ~~Events~~in a joint venture as follows: three properties with 792 apartment homes in Charlotte, and one property with 411 apartment homes in Raleigh in which we own a 25% interest, the remaining interest is owned by an unaffiliated private investor.

Subsequent to June 30, 2004, we executed separate contracts for the purchase of three communities for an aggregate purchase price of $140.0 million. We expect that these communities will be acquired during the third quarter of 2004 Development and ~~expect~~Lease-Up ~~to fund these acquisitions primarily using proceeds from community sales during that period.~~ Properties

~~13.~~At ~~Revision~~March 31, to2005, ~~Consolidated~~we ~~Statement~~had oftwo ~~Cash~~completed ~~Flows~~properties in lease-up as follows:

~~Subsequent~~($ to the issuance of our consolidated financial statements for the three and six months ended June 30, 2003, we determined that the cash outflows related to the purchase of certain real estate assets were incorrectly classified as cash flows from operating activities as opposed to cash flows from investing activities in ~~our statement of cash flows. As a result, the accompanying consolidated statement of cash flows for the six months ended June 30, 2003 has been revised from amounts previously reported.~~ millions)

As required by FIN 46, we began consolidation of the Management Company for the third quarter ended September 30, 2003. As recommended by FIN 46, we have elected to restate previously reported amounts as a result of the consolidation of the Management Company and as such, certain previously reported amounts related to the consolidated statement of cash flows have changed due to this consolidation.

Property and Location	Number of Apartment Homes	Cost to Date		% Leased at 5/2/05		Date of Completion	Estimated Date of Stabilization

Summit Fallsgrove Rockville, MD	268	$	52.7	86	%	3Q04	2Q05

Summit Las Olas Ft. Lauderdale, FL	420	91.2		91	%	1Q05	2Q05

~~The~~At ~~following~~March 31, ~~shows~~2005, ~~the~~we ~~effect~~had offour ~~the~~properties ~~revision~~in various ~~and~~stages ~~the consolidation~~ of ~~the~~construction ~~Management~~as ~~Company to the consolidated statement of cash flows for the six months ended June 30, 2003~~follows:

Net cash provided by operating activities, as previously reported	$	28,876
Revisions related to certain real estate cash outflows		5,703
Net cash provided by operating activities, after revisions related to certain real estate cash outflows		34,579
Consolidation of the Management Company		339
Net cash provided by operating activities, as revised	$	34,918
Net cash used in investing activities, as previously reported	$	(20,966	)
Revisions related to certain real estate cash outflows		(5,703	)
Net cash used in investing activities, after revisions related to certain real estate cash outflows		(26,669	)
Consolidation of the Management Company		(36	)
Net cash used in investing activities, as revised	$	(26,705	)

($ in millions)

Property and Location	Number of Apartment Homes	Estimated Cost		Cost Incurred at 3/31/05		Estimated Date of Completion	Estimated Date of Stabilization

Camden Dilworth Charlotte, NC	145	$	18.0	$	4.5	2Q06	3Q06
Camden Fairfax Corner Fairfax, VA	488	82.0		52.9		3Q06	1Q07
Camden Clearbrook Frederick, MD	297	45.0		14.8		3Q06	1Q07
Camden Manor Park Raleigh, NC	484	52.0		25.2		4Q06	3Q07
Total	1,414	$	197.0	$	97.4

~~Item~~Where 2.possible, ~~Management’s~~we ~~Discussion~~stage our construction to allow leasing and ~~Analysis~~occupancy during the construction period, which we believe minimizes the duration of ~~Financial~~the ~~Condition~~lease-up ~~and~~period ~~Results~~following completion of construction. Our ~~Operations~~accounting policy related to properties in the development and leasing phase is that all operating expenses associated with completed apartment homes are expensed.

~~Unless~~If an event or change in circumstance indicates that a potential impairment in the value ~~context~~of ~~otherwise~~a ~~requires~~property has occurred, ~~all~~our ~~references~~policy is to ~~"we,"~~assess ~~"our"~~any orpotential ~~"us"~~impairment by inmaking ~~this~~a ~~report~~comparison ~~refer~~of ~~collectively~~the tocurrent ~~Summit~~and ~~Properties~~projected ~~Partnership,~~cash ~~L.P.~~flows for such property over its remaining holding period, aon ~~Delaware~~an ~~limited~~undiscounted ~~partnership~~basis, (to the carrying ~~"Operating~~amount ~~Partnership")~~of the property.~~All~~ If ~~references~~such carrying toamounts ~~"Summit"~~were in ~~this~~excess ~~report~~of ~~refer~~the toestimated ~~Summit~~projected ~~Properties~~cash ~~Inc.~~flows of the property, awe ~~Maryland~~would ~~corporation~~recognize ~~and~~an impairment loss equivalent to an amount required to adjust the ~~sole~~carrying ~~general~~amount ~~partner~~to its estimated fair value, less costs to sell. As of ~~the~~March 31, ~~Operating~~2005, ~~Partnership~~we had one property in Atlanta, GA designated as held for sale with a value of $31.4 million which approximates our estimated fair value less costs to sell.

AsOur consolidated ~~discussed~~balance insheet ~~Note~~at 13March 31, 2005 included $163.5 million related to ~~the~~wholly-owned ~~consolidated~~properties ~~financial~~under ~~statements~~development. Of this amount, ~~our~~$97.4 ~~statement~~million relates ofto ~~cash~~our ~~flows~~four ~~for~~projects ~~the~~currently ~~six~~under ~~months~~development. ~~ended~~Additionally, ~~June~~at 30March 31, 2005, ~~2003~~we ~~has~~had ~~been~~$66.1 ~~revised~~million invested in land held for future development. Included ~~The~~in ~~accompanying~~this ~~management’s~~amount ~~discussion~~is ~~and~~$43.0 ~~analysis~~million related ~~gives~~to ~~effect~~projects we expect to ~~that~~begin ~~revision.~~constructing in 2005.

~~Executive~~Results of ~~Summary~~ Operations

WeIncome ~~focus~~(loss) onfrom continuing operations decreased $13.8 million, from $1.4 million to $(12.3) million for the ~~operation~~quarters ended March 31, ~~development~~2004 and ~~acquisition~~2005, ofrespectively. The ~~luxury~~decrease ~~apartment~~in ~~communities~~income infrom ~~select~~continuing operations ~~neighborhoods~~was ~~throughout~~due ~~the~~to ~~Southeast~~many factors which included, but were not limited to, increases in depreciation and ~~Mid-Atlantic~~amortization, ~~United~~interest ~~States~~and merger related expenses offset by increases in net operating income. Our Weprimary financial focus for our ~~efforts~~apartment communities inis ~~five~~net ~~markets~~operating ~~which~~income. Net operating ~~consist~~income ofrepresents ~~Washington,~~total Dproperty revenues less total property expenses.C Net operating income increased $5.3 million, ~~Southeast~~or ~~Florida~~24.7%, ~~Atlanta,~~from ~~Raleigh~~$21.5 ~~and~~million ~~Charlotte~~to $26.8 Asmillion offor ~~June~~the 30quarters ended March 31, 2004 and 2005, ~~our~~respectively. See ~~portfolio~~further ~~consisted~~discussion of 48net ~~completed~~operating income ~~communities~~in ~~comprising~~our ~~14,797~~discussion ~~apartment~~of ~~homes;~~“Segment ~~four~~Reporting” ~~communities~~in ~~owned~~the innotes ato ~~joint~~our consolidated ~~venture,~~financial ~~comprised~~statements. Comparisons ofdiscussed ~~1,203~~below ~~apartment~~are ~~homes;~~made using the combined operations of the Predecessor and ~~four~~Successor ~~apartment~~for ~~communities~~2005 ~~with~~as ~~1,715~~compared ~~apartment~~to ~~homes~~the inPredecessor’s operations ~~various~~for ~~stages~~the ofsame ~~development.~~period in 2004.

~~Our income from continuing operations is generated primarily from operations of our apartment communities.~~ The ~~changes~~following table inpresents ~~operating results from period to period reflect changes in existing community performance and changes in~~ the ~~number~~components of ~~apartment~~net ~~homes due to development, acquisition, or disposition of communities. To better understand our overall~~ operating ~~performance,~~income our communities have been categorized in five "status" groups. We consider a community to be "stabilized" when it has attained a physical occupancy level of at least 93%. A community that we have developed is deemed "same-property" when stabilized for ~~at least one year as of~~ the ~~beginning~~quarters ofended the current year. A community that we have acquired remains an "acquisition" community until deemed "same-property" when we have owned it for one year or more as of the beginning of the current year. A community is deemed to be a "stabilized development" community when stabilized as of the beginning of the current year but not the entire prior year. A "lease-up" community is defined as one that has commenced rental operations but was not stabilized as of the beginning of the current year. A "disposition" community is one which we have sold in current or prior years. As of June 30March 31, 2005 ~~2004, we had 10,644 same-property apartment homes in 36 communities, 1,700 acquisition apartment homes in four communities, 1,997 stabilized development apartment homes in seven communities~~ and ~~1,199 lease-up apartment homes in four communities (two of which communities comprising 743 apartment homes are not yet complete).~~ 2004:

During 2003, we developed and implemented a rent optimization software program. This program helps us manage revenue by allowing us to set daily rents on apartment homes as they become available for rental. Automating the balance between vacancy and rents provides a more efficient method to pricing and is a valuable tool to help us manage our properties at their greatest rental revenue producing potential.

(in thousands)	Apartment Homes at 3/31/05	For the one month ended March 31, 2005		For the two months ended February 28, 2005		For the three months ended March 31, 2004


									Change
									$		%
		(Successor)		(Predecessor)		(Predecessor)
Property Revenues
Same store communities	11,083	$	11,082	$	21,708	$	31,928		$	862	2.7	%
Non-same store communities	2,017	1,916		3,934		865			4,985		576.3	%
Development and lease-up communities	688	844		1,497		4			2,337		—
Other	—	260		—		—			260		100.0	%
Total property revenues	13,788	14,102		27,139		32,797			8,444		25.7	%

Property expenses
Same store communities	11,083	3,810		7,210		10,925			95		0.9	%
Non-same store communities	2,017	826		1,503		338			1,991		589.1	%
Development and lease-up communities	688	384		753		39			1,098		—
Other	—	—		—		—			—		—
Total property expenses	13,788	5,020		9,466		11,302			3,184		28.2	%

Net operating income
Same store communities	11,083	7,272		14,498		21,003			767		3.7	%
Non-same store communities	2,017	1,090		2,431		527			2,994		568.1	%
Development and lease-up communities	688	460		744		(35		)	1,239		—
Other	—	260		—		—			260		100.0	%
Total net operating income	13,788	$	9,082	$	17,673	$	21,495		$	5,260	24.5	%

WeSame ~~have~~store ~~been~~communities ~~experiencing~~are communities ~~weakening~~we ~~apartment~~owned ~~fundamentals~~and ~~over~~were ~~the~~stabilized ~~past~~as ~~several years due to the downturn~~ of ~~the~~January 1, ~~national economy as well as declining economic conditions in our markets~~2004. Non-same Asstore acommunities ~~result,~~are ~~local~~stabilized communities ~~demand~~we ~~for~~have ~~apartment~~acquired ~~homes has declined due to lower job growth and/~~or ~~job~~developed ~~losses,~~after ~~primary drivers of apartment demand~~January 1, ~~which has led to lower rental rates in order to maintain desired occupancy rates~~2004. Development ~~Additionally,~~and ~~the~~lease-up ~~low~~communities ~~interest~~are non-stabilized ~~rate~~communities ~~environment~~we ~~has~~have ~~produced~~developed ~~record~~or ~~home~~acquired ~~sales~~after ~~which~~January 1, ~~when combined with the slowing economy, has reduced the number of prospective residents~~ 2004. ~~The low interest rate environment has also provided the opportunity for developers to continue to add to the supply of apartments in our markets.~~

~~Looking~~Total ~~forward,~~property revenues wefor ~~believe~~the ~~that~~quarter ~~fundamentals~~ended inMarch 31, ~~our~~2005 ~~markets~~increased ~~are improving~~$8.4 ~~Our~~million ~~core markets produced 166,000 new jobs during the twelve months ended June~~ over 2004,. Property ~~which~~revenues wefrom ~~expect~~our ~~will~~same store ~~drive~~properties ~~future~~increased ~~demand~~2. ~~Additionally~~7%, ~~permit~~from ~~issuance~~$31.9 inmillion ~~2003~~for ~~was~~the atfirst aquarter ~~six-year low and we expect that this will result in a decreased supply~~ of 2004 ~~competitive~~to ~~apartment homes during 2004~~$32.8 ~~Among~~million ~~our~~for ~~five markets,~~ the ~~fundamentals~~first inquarter ~~our~~of ~~Washington, D~~2005.C. For ~~and~~same ~~Southeast~~store ~~Florida markets are the strongest~~properties, ~~and~~ the ~~ability~~primary increase towas ~~raise~~related ~~rents has returned~~ to ~~these~~reductions ~~markets. Fundamentals are not as strong~~ in ~~the~~rent ~~Atlanta,~~concessions ~~Charlotte~~partially ~~and~~offset ~~Raleigh~~by increases ~~markets, and, accordingly, we expect it will take longer for the ability to raise rents to gain momentum~~ in ~~these~~vacancy ~~markets~~loss. Property revenues Wefrom ~~will~~our ~~continue~~non-same tostore ~~closely~~and ~~monitor~~development and ~~act~~lease-up ~~upon~~properties increased ~~key~~from ~~market~~$0.9 ~~dynamics~~million byfor ~~making~~the ~~disciplined strategic investments, sound operating decisions, and utilizing prudent financial measures.~~ first

~~Critical~~quarter ~~Accounting~~of ~~Policies~~2004 to $8.2 million for the first quarter of 2005. This increase is primarily due to the revenues earned from the six apartment communities, or 1,581 apartment homes, acquired during the year ended December 31, 2004 and the revenues related to development communities completed over the past year.

WeTotal ~~prepare~~property expenses ~~our~~increased ~~financial~~28.2%, ~~statements~~or in$3.2 ~~accordance~~million, ~~with~~as ~~accounting~~compared ~~principles~~to ~~generally accepted in~~ the ~~United~~same ~~States~~period ~~of America ("GAAP")~~in 2004. Property Aexpenses ~~summary~~for of our ~~significant~~same store ~~accounting~~communities ~~policies~~increased is0.9% ~~disclosed~~or in$0.1 ~~Note~~million ~~3 to our consolidated financial statements included in our Annual Report on Form 10-K~~ for the ~~year~~first ~~ended~~quarter ~~December 31, 2003. The preparation~~ of ~~financial~~2005 as ~~statements~~compared ~~in conformity with GAAP requires management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~first ~~amounts~~quarter of ~~assets~~2004. The ~~and~~increase ~~liabilities~~is ~~and~~primarily ~~disclosure~~due ofto ~~contingent~~payroll ~~assets~~related ~~and~~expenses ~~liabilities~~offset atby decreases ~~the~~in ~~date~~property ofinsurance ~~the~~expenses. Non-same ~~financial~~store ~~statements~~ and ~~the~~development ~~reported amounts of revenues~~ and ~~expenses~~lease-up ~~during~~properties ~~the~~increased ~~reporting period~~$3.1 million ~~Actual results could differ~~ from ~~those estimates~~$0.4 Wemillion ~~consider~~for ~~critical accounting policies to be those policies that have~~ the ~~most~~first ~~impact~~quarter on2004 ~~the~~as ~~reporting~~compared ofto ~~our financial condition and those requiring significant judgments and estimates~~$3.5 million ~~Our~~for ~~critical~~the ~~accounting~~first ~~policies~~quarter ~~relate to cost capitalization and asset impairment evaluation~~2005.

~~Cost~~General ~~Capitalization~~and administrative and property management expenses increased a total of $1.1 million, from $3.6 million to $4.7 million for the three months ended March 31, 2004 and 2005, respectively. This increase was primarily due to legal, accounting and other professional costs incurred during the two month period in 2005, prior to our merger with Camden. Subsequent to the completion of the merger, costs were allocated to us by Camden based upon our total revenues using Camden’s consolidated corporate level expenses as a percentage of their consolidated total revenues. Costs allocated totaled $0.9 million for the one month ended March 31, 2005. See further discussion of this allocation in our discussion of “Related Parties” in Note 9 to our Consolidated Financial Statements.

~~Expenditures~~During ~~directly related to~~ the ~~acquisition,~~first quarter ~~development and improvement~~ of ~~real estate assets are capitalized at cost as land~~2005, ~~buildings~~we ~~and~~incurred ~~improvements~~merger orrelated ~~furniture,~~expenses ~~fixtures and equipment in accordance with Statement~~ of ~~Financial Accounting Standards ("SFAS") No~~$9.9 ~~67,~~million ~~"Accounting~~due for Costs and Initial Rental Operations of Real Estate Projects." These amounts are depreciated over estimated useful lives determined by management. Determining whether expenditures meet the criteria for capitalization and the assignment of depreciable lives requires our management to advisory ~~exercise significant judgment. Improvements are categorized as either non-recurring or recurring capitalized expenditures. Non-recurring capitalized expenditures primarily consist of major renovations~~ and ~~upgrades~~severance ofrelated apartment homes. Recurring capitalized expenditures consist primarily of exterior painting, new appliances, vinyl flooring, blinds, tile, wallpaper and carpet. Repairs and maintenance, such as landscaping maintenance, interior painting and cleaning and supplies used in such activities, are expensed as incurred and we do not accrue for such costs inassociated ~~advance.~~with ~~In addition, we have a group of employees responsible for the supervision of~~ our ~~capital~~merger ~~expenditure~~with ~~projects and capitalize a portion of their direct costs~~Camden. ~~The amounts capitalized depend on the level of such activities.~~

~~During~~Interest ~~the~~expense increased ~~development~~$1.9 ~~and construction of a new community~~million, wefrom ~~capitalize~~$6.8 ~~all~~million ~~direct~~to ~~and~~$8.7 ~~indirect costs~~million, ~~including~~for ~~interest~~the ~~related~~quarters ended toMarch 31, ~~apartment~~2004 ~~construction~~ and ~~certain~~2005, ~~operational costs for communities under construction and in lease-up~~respectively. The ~~Included~~increase inwas ~~these~~interest ~~costs~~ is ~~management’s~~a ~~estimate~~result of additional ~~the~~borrowings ~~portion~~incurred ofduring ~~internal~~the ~~costs~~past ~~that~~year ~~are incremental and considered~~ related to ~~such~~our acquisition and development ~~activities~~properties. These increases ~~The~~were ~~amounts~~partially ~~capitalized~~offset ~~depend~~by onreductions ~~the timing of such activities. Interest costs are capitalized~~ in ~~accordance~~interest ~~with~~from ~~SFAS No. 34, "Capitalization of Interest Cost," and depreciated over~~ the ~~lives~~ amortization of the ~~constructed~~fair ~~assets.~~value Weadjustments ~~capitalize~~recorded ~~the~~on ~~cost of~~ our ~~development~~notes ~~department~~payable ~~efforts~~in toconnection ~~projects~~with our ~~currently~~merger ~~under~~with ~~construction, currently at a rate of 3~~Camden.0% See offurther discussion ~~such construction assets. Such costs are then depreciated over the lives~~ of ~~the~~our ~~constructed~~notes ~~assets~~payable ~~upon their completion. We treat each unit~~ in anthe ~~apartment~~“Liquidity ~~community separately for capitalization~~ and ~~expense~~Capital ~~recognition purposes, resulting in a proration of interest and operational costs in a development community between costs that are capitalized or expensed~~Resources” section. As units become available for their intended use, we cease capitalization of interest and operational costs on those units based on the ratio of those units available for rental to the total number of units in the community.

~~Asset~~Depreciation ~~Impairment~~and amortization ~~Evaluation~~expense for continuing operations increased $5.8 million, from $9.8 million to $15.6 million for the quarters ended 2004 and 2005, respectively. This increase is primarily due to additional depreciation and amortization of intangibles related to in place leases as a result of our merger with Camden and new development and capital improvements placed in service during the past year.

WeDistributions ~~record our real estate assets~~ to preferred beunitholders ~~held~~decreased ~~and~~from ~~used~~$1.2 atmillion ~~cost,~~to ~~less accumulated depreciation, unless considered impaired~~$0.3 Ifmillion ~~events~~for ~~or circumstances indicate that~~ the quarters ~~carrying~~ended ~~amount~~March ~~of a community may be impaired~~31, we2004 ~~will assess its recoverability by estimating the undiscounted future cash flows of the community. If our recoverability assessment results in an indication of impairment for communities to be held~~ and ~~used~~2005, ~~or if a community is considered to be held for sale, then we determine the community’s fair value~~respectively. This ~~Applying~~decrease ~~capitalization rates to a community’s property operating income~~ is a widely used measure of fair value. Determining appropriate capitalization rates requires significant judgment and is generally based on the prevailing rate for the submarket within the market in which the community is located. Capitalization rates can fluctuate due to ~~changes~~our inredemption the general economy or within specific submarkets. If the actual capitalization rate for a community varies significantly from management’s estimate, the impairment evaluation may be significantly affected. For assets to be held and used, if the carrying amount exceeds the undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of ~~the~~all outstanding ~~community~~preferred ~~and~~units ~~such loss would be included~~ in ~~income~~January ~~from continuing operations~~2005. See ~~Assets~~further todiscussion ~~be disposed~~ of ~~are~~our ~~recorded~~preferred atunits ~~the~~in ~~lower~~Note of8 ~~carrying amount or fair value less cost~~ to ~~sell. An impairment loss will be recognized for any write-down to fair value less cost to sell and reported in the discontinued operations section of the~~ our consolidated ~~statements~~financial ~~of earnings~~statements.

In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," we present operating results of communities we consider held for sale, as well as those sold, in discontinued operations in our consolidated statements of earnings.

Results of Operations for the Three and Six Months Ended June 30, 2004 and 2003

Net income increased to $18.4 million for the six months ended June 30, 2004 from $15.4 million for the same period in 2003 primarily due to an increase of $3.8 million in gain on disposition of discontinued operations. Net income increased to $14.7 million for the three months ended June 30, 2004 from $6.4 million for the same period in 2003 primarily due to an increase of $6.9 million in gain on disposition of discontinued operations.

Income from continuing operations before loss on unconsolidated real estate joint ventures decreased to $3.5 million for the six months ended June 30, 2004 from $4.1 million for the same period 2003. The same measure increased to $1.8 million for the three months ended June 30, 2004 from $1.7 million for the same period in 2003.

We evaluate community performance based on growth of property operating income, which is defined as rental and other property revenues less property operating and maintenance expense. We believe that property operating income is a meaningful measure for an investor’s analysis of community performance as it represents the most consistent, comparable operating performance among our communities. Depreciation is a fixed cost not controllable by our property management staff and not all communities are encumbered by financing instruments. Therefore, all property operating and maintenance expense amounts in this Management’s Discussion and Analysis section are presented before depreciation, interest and amortization. Property operating income does not include any allocation of corporate overhead. You should not consider property operating income as an alternative to net income (determined in accordance with GAAP) as an indication of our financial performance or as an alternative to cash flows from operating activities (determined in accordance with GAAP), as a measure of our liquidity. Our calculation of property operating income may differ from the methodology and definition used by other apartment companies, and, accordingly, may not be comparable to similarly entitled measures used by other apartment companies.

A community’s average physical occupancy is defined as the number of apartment homes occupied divided by the total number of apartment homes contained in the community, expressed as a percentage. Average physical occupancy has been calculated using the average of the occupancy that existed on Sunday during each week of the period. Average rent per occupied apartment home represents collected rent per occupied apartment home. Our methodology for calculating average physical occupancy and average rent per occupied apartment home may differ from the methodology used by other apartment companies and, accordingly, may not be comparable to other apartment companies.

A summary of our apartment homes (excluding joint ventures) for the six months ended June 30, 2004 and 2003 is as follows:

	2004	2003
Apartment homes at January 1 of the year	14,554	15,428
Developments which began rental operations during the period	743	502
Apartment homes acquired during the period	605	405
Sale of apartment homes	(362)	(490)
Apartment homes at June 30 of the year	15,540	15,845

The property operating income of our communities (excluding joint venture communities) and a reconciliation to net income is summarized below (dollars in thousands):

	Three Months Ended June 30,									Six Months Ended June 30,
	2004			2003			% Change			2004			2003			% Change
Property revenue:
Same-property communities	$	28,900		$	28,510			1.4	%	$	57,490		$	57,067			0.7	%
Acquisition communities		4,341			894			385.6	%		8,113			894			807.5	%
Stabilized development communities		6,235			4,259			46.4	%		12,434			7,737			60.7	%
Lease-up communities		893			-			100.0	%		1,328			-			100.0	%
Disposition communities		308			6,342			-95.1	%		942			13,728			-93.1	%
Total property revenue (1)		40,677			40,005			1.7	%		80,307			79,426			1.1	%
Property operating and maintenance expense:
Same-property communities		9,020			9,251			-2.5	%		18,635			18,584			0.3	%
Acquisition communities		1,632			391			317.4	%		3,021			392			670.7	%
Stabilized development communities		2,397			1,796			33.5	%		4,959			3,143			57.8	%
Lease-up communities		596			12			4866.7	%		857			14			6021.4	%
Disposition communities		147			2,541			-94.2	%		398			5,529			-92.8	%
Total property operating and
maintenance expense (1)		13,792			13,991			-1.4	%		27,870			27,662			0.8	%
Property operating income:
Same-property communities		19,880			19,259			3.2	%		38,855			38,483			1.0	%
Acquisition communities		2,709			503			438.6	%		5,092			502			914.3	%
Stabilized development communities		3,838			2,463			55.8	%		7,475			4,594			62.7	%
Lease-up communities		297			(12	)		2575.0	%		471			(14	)		3464.3	%
Disposition communities		161			3,801			-95.8	%		544			8,199			-93.4	%
Property operating income		26,885			26,014			3.3	%		52,437			51,764			1.3	%
Interest and other income		411			697			-41.0	%		780			1,699			-54.1	%
Management fees - third party communities		146			156			-6.4	%		293			326			-10.1	%
Depreciation and amortization expense (continuing
and discontinued operations)		(11,092	)		(10,551	)		5.1	%		(22,492	)		(20,384	)		10.3	%
Interest and amortization of deferred financing costs
(continuing and discontinued operations)		(7,982	)		(8,012	)		-0.4	%		(15,288	)		(16,141	)		-5.3	%
General and administrative expense		(2,112	)		(1,765	)		19.7	%		(4,002	)		(3,322	)		20.5	%
Property management - owned communities		(1,337	)		(1,504	)		-11.1	%		(2,831	)		(2,824	)		0.2	%
Property management - third party communities		(162	)		(182	)		-11.0	%		(343	)		(342	)		0.3	%
Loss on unconsolidated real estate joint ventures		(80	)		(75	)		6.7	%		(173	)		(164	)		5.5	%
Gain on sale of real estate assets (continuing and
discontinued operations)		9,993			3,122			220.1	%		10,040			6,258			60.4	%
Dividends to preferred unitholders in
Operating Partnership		(1,203	)		(3,105	)		-61.3	%		(2,406	)		(6,210	)		-61.3	%
Loss on early extinguishment of debt		-			(1,508	)		-100.0	%		-			(1,508	)		-100.0	%
Income available to common unitholders	$	13,467		$	3,287			309.7	%	$	16,015		$	9,152			75.0	%

Operating Performance of our Same-Property Communities

The operating performance of our same-property communities is summarized below (dollars in thousands, except average rent per occupied apartment home). The comparison below includes the 36 communities containing 10,644 apartment homes that were considered same-property during the six months ended June 30, 2004.

	Three Months Ended June 30,									Six Months Ended June 30,
	2004			2003			% Change			2004			2003			% Change
Property revenues:
Rental	$	26,649		$	26,530			0.4	%	$	53,186		$	53,330			-0.3	%
Other		2,251			1,980			13.7	%		4,304			3,737			15.2	%
Total property revenues		28,900			28,510			1.4	%		57,490			57,067			0.7	%
Property operating expenses:
Personnel		2,299			2,289			0.4	%		4,814			4,596			4.7	%
Advertising and promotion		374			337			11.0	%		762			681			11.9	%
Utilities		1,390			1,317			5.5	%		2,885			2,808			2.7	%
Building repairs and maintenance		1,047			1,341			-21.9	%		2,068			2,602			-20.5	%
Real estate taxes and insurance		3,510			3,551			-1.2	%		7,312			7,071			3.4	%
Other operating expense		400			416			-3.8	%		794			826			-3.9	%
Total property operating expense		9,020			9,251			-2.5	%		18,635			18,584			0.3	%
Property operating income	$	19,880		$	19,259			3.2	%	$	38,855		$	38,483			1.0	%
Average physical occupancy		94.2	%		93.8	%		0.4	%		94.3	%		94.2	%		0.1	%
Average rent per occupied apartment home	$	884		$	893			-1.0	%	$	882		$	895			-1.5	%

Property rental revenues remained stable at $53.2 million for the six months ended June 30, 2004 and $53.3 million for the same period in 2003 and $26.6 million for the three months ended June 30, 2004 and $26.5 million for the same period in 2003. Other property revenues increased for both the three-month and six-month periods due to an increase in fees such as application fees, pet fees, administration fees and water fees paid by our residents. Real estate taxes and insurance decreased for the three-month period due to our insurance renewal which was effective on May 1, 2004 and which resulted in a 6% reduction of insurance costs as well as many property tax assessments which are lower than prior year and lower than our expectations. Repairs and maintenance expense decreased for both the three- and six- month periods due to the fact that our maintenance personnel are completing more in-house painting and other repair work rather than having third-party vendors complete such tasks. Furthermore, our purchase-to-pay system is fully implemented, enabling us to achieve more efficient buying and increasing our purchasing power, thus reducing costs.

Operating Performance of our Acquisition Communities

On May 27, 2004, we acquired Summit Stonecrest (306 apartment homes) for $28.0 million. Consideration paid for this community was cash of $9.6 million and the assumption of a $19.7 million mortgage (which had a fair market value of $18.4 million on the date of purchase) . On June 14, 2004, we purchased Summit South End Square (299 apartment homes), also located in Charlotte, for $33.5 million. On December 31, 2003, we purchased Summit Lansdowne (690 apartment homes), located in Loudon County, Virginia, for $99.2 million. On May 6, 2003, we purchased certain assets of Brickell Grand, Inc., including the community known as Summit Brickell and a note receivable from the developer, located in Miami, Florida for an aggregate of $59.4 million. Summit Brickell contains 405 apartment homes and approximately 18,000 square feet of retail space.

The operating performance of our acquisition communities is summarized below (dollars in thousands, except average rent per occupied apartment home). Note that average occupancy and rent information is for Summit Brickell and Summit Lansdowne only as there was not a full quarter’s data to calculate such amounts for Summit Stonecrest and Summit South End Square.

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Property revenues:
Rental	$	4,100		$	842		$	7,681		$	842
Other		241			52			432			52
Total property revenues		4,341			894			8,113			894
Property operating expenses		1,632			391			3,021			392
Property operating income	$	2,709		$	503		$	5,092		$	502
Average physical occupancy		94.6	%		78.0	%		93.7	%		67.1	%
Average rent per occupied apartment home	$	1,200		$	1,208		$	1,197		$	1,208
Number of apartment homes		1,700			405			1,700			405

Operating Performance of our Stabilized Development Communities

Stabilized development communities include seven communities with a total of 1,997 apartment homes (Summit Valleybrook, Summit Brookwood, Summit Grand Parc, Summit Roosevelt, Summit Stockbridge, Summit Lenox and Summit Reunion Park I). Summit at Lenox is an existing community with 431 apartment homes that has recently been undergoing major renovations. Its operating results are included in results of stabilized development communities as it has not yet reached stabilization after renovation. With the exception of Summit Lenox, the communities considered stabilized development were in the early stages of lease-up (i.e., had not yet stabilized) during 2003 and, therefore, the levels of property operating income and average physical occupancy are lower in 2003 when compared to 2004. The operating performance of our stabilized development communities is summarized below (dollars in thousands, except average rent per occupied apartment home):

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Property revenues:
Rental	$	5,694		$	3,907		$	11,409		$	7,163
Other		541			352			1,025			574
Total property revenues		6,235			4,259			12,434			7,737
Property operating expenses		2,397			1,796			4,959			3,143
Property operating income	$	3,838		$	2,463		$	7,475		$	4,594
Average physical occupancy		92.4	%		68.3	%		92.5	%		63.3	%

Operating Performance of our Communities in Lease-Up

The table below summarizes the four communities in lease-up during the six months ended June 30, 2004 (dollars in thousands):

					Average
					Physical
		Total	Actual/		Occupancy	% Leased
	Number of	Actual/	Anticipated	Actual/	Three Months	as of
	Apartment	Anticipated	Construction	Anticipated	Ended June	June 30,
Community	Homes	Cost	Completion	Stabilization	30, 2004	2004
Summit Silo Creek - Washington, D.C.	284	$ 39,040	Q1 2004	Q4 2004	56.9%	81.3%
Summit Reunion Park II - Raleigh, NC	172	10,274	Q2 2004	Q4 2004	32.2%	55.2%
Summit Brickell View - Miami, FL (1)	323	74,000	Q4 2004	Q2 2005	5.2%	29.4%
Summit Las Olas - Ft. Lauderdale, FL (1)	420	73,700	Q4 2004	Q3 2005	2.9%	18.3%
	1,199	$ 197,014

(1) Stabilization, occupancy and percent leased information in the table above represents data for apartment homes only. Summit Brickell View’s approximately 17,500 square feet of office/retail space was 0.0% leased as of June 30, 2004. The approximately 4,000 square feet of office/retail space at Summit Las Olas was 100.0% leased as of June 30, 2004.

The actual stabilization dates for our communities in lease-up may be later than anticipated. The operating performance of our lease-up communities is summarized below (dollars in thousands). None of the communities in lease-up at June 30, 2004 had begun leasing activity as of June 30, 2003.

	Three Months Ended June 30,					Six Months Ended June 30,
	2004		2003			2004		2003
Property revenues:
Rental	$	764	$	-		$	1,147	$	-
Other		129		-			181		-
Total property revenues		893		-			1,328		-
Property operating expenses		596		12			857		14
Property operating income	$	297	$	(12	)	$	471	$	(14	)

Operating Performance of our Disposition Communities

The 2004 disposition community is Summit Square (362 apartment homes). The 2003 disposition communities consist of the former Summit Square, which was sold in 2004, and Summit Fairways, Summit Turtle Rock, Summit Camino Real, Summit Buena Vista, Summit Belcourt, Summit Las Palmas, Summit Arboretum and Summit San Raphael (comprised of an aggregate of 2,927 apartment homes), all of which were sold during the year ended December 31, 2003. With the exception of Summit Fairways, all of the communities disposed of during 2003 were located in Texas and, therefore, completed our exit of the Texas market. The operating performance of the disposition communities is summarized below (dollars in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2003		2004		2003
Property revenues:
Rental	$	273	$	5,935	$	864	$	12,807
Other		35		407		78		921
Total property revenues		308		6,342		942		13,728
Property operating expenses		147		2,541		398		5,529
Property operating income	$	161	$	3,801	$	544	$	8,199
Number of apartment homes		362		3,289		362		3,289

Communities Sold or Held for Sale

During the six months ended June 30, 2004, we sold one community, formerly known as Summit Square (362 apartment homes), located in Raleigh, North Carolina, for $22.5 million. We recognized a gain on sale of $10.0 million related to the sale of Summit Square. We also sold one parcel of land for $88,000 during the six months ended June 30, 2004. This land was located at Summit Square and was sold to the municipality in which it is located as an easement for highway construction. We recognized a gain on sale of $47,000 related to this land.

During the six months ended June 30, 2003, we sold two communities, Summit Fairways (240 apartment homes) and Summit Turtle Rock (250 apartment homes) for an aggregate sales price of $37.1 million, resulting in an aggregate gain on sale of $6.3 million.

In accordance with SFAS No. 144, net income and gain on disposition of real estate for communities sold or considered held for sale are reflected in our statements of earnings as "discontinued operations" for all periods presented. Below is a summary of discontinued operations for the three and six months ended June 30, 2004 for the community sold during the six months ended June 30, 2004 and for the seven communities considered held for sale as of that date, and for the eight communities mentioned above as well as the eight communities sold during 2003 for the three and six months ended June 30, 2003 (in thousands).

	Three Months Ended June 30,					Six Months Ended June 30,
Property revenues:	2004		2003			2004		2003
Rental	$	4,470	$	10,163		$	9,280	$	21,261
Other		345		701			661		1,466
Total property revenues		4,815		10,864			9,941		22,727
Property operating expenses		1,506		3,927			3,251		8,382
Depreciation		330		2,515			1,502		5,044
Interest and amortization		65		1,229			128		2,607
Income from discontinued operations before gain on discontinued
Operations and loss on early extinguishment of debt		2,914		3,193			5,060		6,694
Gain on disposition of discontinued operations		9,993		3,122			10,040		6,258
Loss on early extinguishment of debt		-		(1,508	)		-		(1,508	)
Income from discontinued operations	$	12,907	$	4,807		$	15,100	$	11,444

Development Activity

Development communities in process as of June 30, 2004 are summarized as follows (dollars in thousands):

	Number of		Total				Estimated		Anticipated
	Apartment		Estimated		Cost to		Cost to		Construction
Community	Homes		Costs		Date		Complete		Completion
Summit Brickell View - Miami, FL		323	$	74,000	$	69,096	$	4,904		Q4 2004
Summit Las Olas - Ft. Lauderdale, FL		420		73,700		68,239		5,461		Q4 2004
Summit Fairfax Corner - Washington, D.C.		488		74,500		27,045		47,455		Q4 2006
Summit Manor Park – Raleigh, NC		484		46,300		9,316		36,984		Q4 2006
Total - communities under construction		1,715		268,500		173,696	$	94,804
Other development and construction costs (1)		-		-		42,030
		1,715	$	268,500	$	215,726

(1) Consists primarily of land held for development and other pre-development costs.

The estimated cost to complete for the development communities listed above of $94.8 million represents substantially all of our material commitments for capital expenditures as of June 30, 2004.

Factors Affecting the Performance of Our Development Communities

As with any development project, there are uncertainties and risks associated with the development of the communities described above. While we have prepared development budgets and have estimated completion and stabilization target dates based on what we believe are reasonable assumptions in light of current conditions, there can be no assurance that actual costs will not exceed current budgets or that we will not experience construction delays due to the unavailability of materials, weather conditions or other events. We also may be unable to obtain, or experience delays in obtaining, all necessary zoning, land-use, building, occupancy, and other required governmental permits and authorizations. Similarly, market conditions at the time these communities become available for leasing will affect rental rates and the period of time necessary to achieve stabilization.

Other development risks include the possibility of incurring additional costs or liabilities resulting from increased costs for materials or labor or other unexpected costs or defects in construction material, and the possibility that financing may not be available on favorable terms, or at all, to pursue or complete development activities.

In addition, we are conducting feasibility and other pre-development work for several other communities. We could abandon the development of any one or more of these potential communities in the event that we determine that market conditions do not support development, financing is not available on favorable terms or at all, or we are unable to obtain necessary permits and authorizations, or due to other circumstances which may prevent development. There can be no assurance that, if we do pursue one or more potential communities, that we will be able to complete construction within the currently estimated development budgets or that construction can be started at the time currently anticipated.

Other Income and Expenses

Interest income decreased by $581,000 to $498,000 during the six months ended June 30, 2004 compared to the same period in 2003 primarily due to a reduction of $283,000 of interest earned on proceeds placed with qualified intermediaries in accordance with like-kind exchange rules and regulations and a reduction of $265,000 in interest earned on notes receivable which were repaid in 2003. Interest income decreased by $286,000 to $263,000 during the three months ended June 30, 2004 when compared to the same period in 2003 due to a reduction of $149,000 in interest earned on notes receivable which were repaid in 2003 as well as a reduction of $37,000 of interest earned on proceeds placed with qualified intermediaries in accordance with like-kind exchange rules and regulations.

Other income decreased by $338,000 to $282,000 during the six months ended June 30, 2004 compared to the same period in 2003 primarily due to $222,000 in settlement proceeds received in 2003 related to a pursuit project which did not come to fruition with no similar fee earned in 2004.

Depreciation and amortization for both continuing and discontinued operations increased to $22.5 million for the six months ended June 30, 2004 from $20.4 million for the same period in 2003 primarily due to $2.2 million of amortization related to the intangible assets acquired with the 2004 and 2003 acquisition communities. This same measure increased to $11.1 million during the three months ended June 30, 2004 from $10.6 million for the same period in 2003 primarily due to the addition of depreciation recorded for recently developed communities as well as for the communities acquired during 2004 and 2003.

Depreciation and amortization expense for continuing operations increased by $5.7 million to $21.0 million during the six months ended June 30, 2004 compared to the same period in 2003 primarily due $2.2 million of amortization related to the intangible assets acquired with the 2004 and 2003 acquisition communities as well as the addition of depreciation recorded for recently developed communities as well as for the communities acquired during 2004 and 2003. Depreciation and amortization expense for continuing operations increased by $2.7 million to $10.8 million during the three months ended June 30, 2004 compared to the same period in 2003 primarily due to $1.1 million of amortization related to the intangible assets acquired with the 2004 and 2003 acquisition communities.

Interest expense for both continuing and discontinued operations decreased by $804,000 to $14.6 million for the six months ended June 30, 2004 when compared to the same period in 2003, primarily due to a decrease in our average effective interest rate to 5.41% in 2004 from 6.03% in 2003.

General and administrative expenses increased by $680,000 to $4.0 million for the six months ended June 30, 2004 when compared to the same period in 2003 primarily due to an increase of $623,000 related to performance-based compensation and increased costs associated with our Sarbanes-Oxley implementation efforts. General and administrative expenses increased by $347,000 to $2.1 million for the three months ended June 30, 2004 when compared to the same period in 2003 primarily due to an increase of $241,000 related to performance-based compensation and increased costs related to our Sarbanes-Oxley implementation efforts. As a percentage of total undepreciated assets, general and administrative expenses were 0.25% for the six months ended June 30, 2004 and 0.22% for the six months ended June 30, 2003.

The $10.0 million gain on disposition of discontinued operations during the six months ended June 30, 2004 resulted from the disposition of one community, formerly known as Summit Square, and a parcel of land at the community formerly known as Summit Square. The $6.3 million gain on disposition of discontinued operations during the six months ended June 30, 2003 resulted from the disposition of two communities, Summit Fairways and Summit Turtle Rock. All of these communities were sold as part of our plan to dispose of assets that no longer meet our growth objectives or to make desired changes in the number of apartment homes in each of our markets.

Liquidity and Capital Resources

Liquidity

~~Net~~We ~~cash~~intend ~~provided~~to bymeet ~~operating~~our ~~activities~~short-term ~~increased~~and tolong-term liquidity ~~$40.3~~requirements ~~million~~through ~~for~~cash ~~the~~flows ~~six~~provided ~~months~~by ~~ended~~operations ~~June~~and ~~30,~~our secured ~~2004~~intercompany ~~from~~line ~~$34.9~~of ~~million~~credit ~~for~~with ~~the~~Camden ~~six~~discussed ~~months~~below. We ~~ended~~expect ~~June~~our ~~30,~~ability ~~2003 primarily due~~ to angenerate ~~increase~~cash ofwill be ~~$4.7~~sufficient ~~million~~to inmeet ~~accounts~~our ~~payable~~liquidity ~~and~~needs ~~accrued~~which ~~expenses.~~ include:

Net cash used in investing activities increased to $85.7 million for the six months ended June 30, 2004 from $26.7 million for the six months ended June 30, 2003. The increase in cash used in investing activities is primarily due to a decrease of $63.6 million in proceeds from the sale of real estate assets in 2004 when compared to 2003. Prior year cash proceeds from the sale of real estate assets included prior year expenditures from qualified like-kind exchange escrows that related to 2002 sales as well as proceeds received from the sale of one community during the six months ended June 30, 2003. (i) operating expenses;

~~Net~~(ii) debt service ~~cash provided by financing activities was $45.2 million for the six months ended June 30~~requirements, ~~2004.~~including ~~Net cash used in financing activities was $7.6 million for~~ the ~~six~~repayment ~~months ended June 30, 2003. The increase in cash provided by financing activities during 2004 is primarily due to an increase in borrowings on the credit facility~~ of ~~$96.0~~maturing ~~million and a decrease of $15.2 million in cash used to repurchase our common stock, offset by a decrease in proceeds received from the issuance of mortgage~~ debt ~~of $26.8 million and a decrease in the amount of cash used to repay the construction loan of $35.3 million.~~ ;

As(iii) recurring capital of January 1, 2004, we had $2.7 million of cash and cash equivalents and $70.0 million available under our credit facility. As of June 30, 2004, after considering the transactions listed below and our cash provided by operating activities of $40.3 million during the period, we had $2.4 million of cash and cash equivalents and $109.0 million available under our secured credit facility. During the six months ended June 30, 2004, we generated cash proceeds from various transactions, including: expenditures;

~~Issued~~(iv) funding of ~~$44.1~~property ~~million in fixed rate mortgages collateralized by two communities~~developments; and

~~Sold~~(v) distributions on ~~one~~our ~~community~~common ~~for an aggregate sales price of $22~~units.~~5 million and cash proceeds of $22.2 million; and~~

~~Borrowed $62.0 million under our credit facility.~~ Capital resources

~~The~~Our ~~proceeds~~outstanding indebtedness ~~were~~on ~~used~~notes ~~primarily~~payable as of March 31, 2005 totaled $919.8 million. This amount includes $507.1 million in conventional mortgages, $184.4 million of unsecured notes, and $228.3 million under our $500 million secured intercompany line of credit. For further discussion of our notes payable outstanding, including the fair value adjustments recorded in connection with the merger, see Note 6 to: our Consolidated Financial Statements.

~~Construct~~In ~~development~~connection ~~communities~~with the ~~and~~merger, ~~acquire~~we ~~land~~repaid ~~for~~our $54290 million secured credit facility, which had an outstanding balance of $188.85 million; at the date of repayment, using proceeds received from a $500 million intercompany line of credit from Camden. This line of credit bears interest at 6%, has a ten-year term and is secured by the same eleven communities which secured the credit facility.

~~Acquire~~As ~~two~~of ~~communities~~January 1, ~~for~~2005, anwe ~~aggregate~~had ~~purchase~~$6.5 ~~price~~million of cash and cash equivalents and $62194.81 million, ~~requiring~~available aunder our $290 million secured credit facility. After considering the items discussed below and our cash ~~payment~~provided by operating activities during the year of $~~43.~~2.8 million, inas ~~the~~of ~~aggregate;~~March 31, 2005, we had $4.5 million of cash and cash equivalents and $271.7 million available under our $500

~~Repay $35.3 million under the construction loan; and~~ 18

~~Fund~~million intercompany ~~capital~~line ~~expenditures~~of ~~and~~credit. During ~~other~~the three ~~corporate~~months ~~additions~~ended ~~and~~March 31, ~~tenant~~2005, ~~improvements~~we ofgenerated cash proceeds primarily from borrowings under our $~~4.9~~290 million. secured credit facility and our $500 million intercompany line of credit.

~~Our~~The ~~outstanding~~proceeds ~~indebtedness~~were used ~~(excluding~~primarily fair value adjustments of hedged debt instruments of $2.7 million) as of June 30, 2004 totaled $812.4 million. This amount includes $394.4 million in fixed rate conventional mortgages, $10.1 million of variable rate tax-exempt bonds, $220.0 million of fixed rate unsecured notes, $6.9 million of variable rate mortgages and $181.0 million under our secured credit facility. for:

~~We expect that our primary uses~~ • Repayment of ~~cash~~all inamounts ~~2004~~outstanding ~~will~~under be to fund development spending (refer to the section entitled "Development Activity" on page 24 of this report), to fund debt maturities, acquisition opportunities and the possible redemption of the Series C Cumulative Redeemable Perpetual Preferred Units (see the section entitled "Preferred Units" below). Any decision to redeem the Series C Cumulative Redeemable Perpetual Preferred Units in the future will be made in our ~~discretion,~~$290 ~~based~~million onsecured ~~our~~credit evaluation of financial and other relevant factors at such time. Other uses of cash in 2004 will include funding principal amortization of debt, funding capital expenditures relating to maintaining our existing communities and to fund dividend and distribution payments. facility;

26• Construction activities on properties under development;

~~We expect that the primary source~~ • Funding of ~~funds for these uses, in addition to our cash provided by operating activities, will be the proceeds from the disposition of communities as we continue our~~ capital ~~recycling~~expenditures ~~strategy of selling older communities~~ and ~~using~~other those proceeds to fund development and/or acquisition investment opportunities. We also may issue additional fixed rate mortgage debt or issue common or preferred equity, subject to market conditions. There can be no assurance that we will be able to effect any such financing transactions on favorable terms. In addition, we have adequate borrowing capacity under our credit facility. improvements;

~~Credit~~• Redemption of ~~Facilities~~Series B preferred units;

On• Funding distributions ~~July 28, 2003, we obtained a secured credit facility with a total commitment of $200.0 million. On June 25, 2004, we increased this commitment~~ to ~~$290.0~~common ~~million.~~unitholders; ~~The availability increased from $189.0 million to $290.0 million. We have the ability to further increase this commitment~~ and availability pursuant to the terms of the credit agreement. The secured credit facility provides funds for new development, acquisitions and general working capital purposes. This facility is secured by twelve of our communities (Summit Brookwood, Summit Fair Oaks, Summit Governor’s Village, Summit Grandview, Summit Lake, Summit Lansdowne, Summit Peachtree City, Summit Portofino, Summit Sedgebrook, Summit Shiloh, Summit Stockbridge and Summit Sweetwater) and matures in July 2008. As described in the credit agreement, loans under the credit facility are subject to debt service coverage and loan to value ratios and bear interest at the Reference Bill Index Rate (defined as the money market yield for the Reference Bills as established by the most recent Reference Bill auction conducted by Freddie Mac) plus 58 to 91 basis points depending on the level of debt service coverage. As of June 30, 2004, the outstanding balance of the credit facility was $181.0 million and the interest rate was 1.7026%.

~~On July 28, 2003, we obtained an unsecured letter~~ • Payment of ~~credit~~merger ~~facility,~~related ~~which matures in July 2008 and has a total commitment of $20~~liabilities.0 million. The letters of credit issued under this facility serve as collateral for performance on contracts and as credit guarantees to banks and insurers. As of June 30, 2004, there were $7.8 million of letters of credit outstanding under this facility.

~~New~~During ~~Mortgages~~the three months ended March 31, 2004, we generated cash proceeds from various transactions, including:

~~In connection with the acquisition~~ • Issuance of ~~Summit Stonecrest on May 27, 2004, we assumed a mortgage note with a principal balance of $19.7 million. This mortgage bears interest at a~~ fixed ~~rate of 4.18%, matures on September 1, 2012 and requires interest only payments through August 2004 and then principal and interest payments on a 30~~-year amortization schedule with a balloon payment due at maturity. This mortgage note is recorded in our financial statements at fair value, which was determined to be $18.4 million at the date of acquisition. The interest rate ~~currently~~mortgages ~~available~~secured toby ustwo ~~for~~communities; ~~debt with similar terms~~ and ~~maturity was used to estimate fair value of this mortgage.~~

On• Borrowings under ~~March~~our ~~30, 2004, we issued a~~ $~~16.6~~290 million ~~mortgage~~secured ~~note~~credit ~~collateralized by Summit Ashburn Farm~~facility. This mortgage bears interest at a fixed rate of 4.69% until its maturity on April 1, 2011. The mortgage requires monthly principal and interest payments on a 30-year amortization schedule with a balloon payment due at maturity.

~~On March 30, 2004, we issued a $27.5 million mortgage note collateralized by Summit Crest. This mortgage bears interest at a fixed rate of 4.63% until its maturity on April 1, 2011.~~ The ~~mortgage~~proceeds ~~requires monthly interest payments only during~~ in the first ~~year~~quarter of ~~the~~2004 ~~mortgage~~were ~~and~~used ~~requires~~primarily ~~monthly~~to ~~principal and interest payments on a 30-year amortization schedule starting with the second year of the mortgage with a balloon payment due at maturity.~~ fund:

~~Preferred~~• Construction activities ~~Units~~on properties under development;

~~On September 18, 2003, we redeemed all 3.4 million~~ • Repayment of ~~our~~construction ~~preferred~~loans; units of limited partnership interest designated as 8.95% Series B Cumulative Redeemable Perpetual Preferred Units for cash in the amount of $25.20 per unit plus all unpaid distributions through the redemption date. Distributions on the Series B preferred units were cumulative from the date of original issuance and were payable quarterly at the rate of 8.95% per year of the $25.00 original capital contribution. We made distributions to the holders of the Series B preferred units in the aggregate amount of $3.8 million during the six months ended June 30, 2003.

27• Funding of capital expenditures and other improvements.

AsContractual of June 30, 2004, we had outstanding 2.2 million preferred units of limited partnership interest designated as 8.75% Series C Cumulative Redeemable Perpetual Preferred Units. These preferred units are redeemable on or after September 3, 2004 for cash at a redemption price equal to the holder’s capital account. The holder of the Series C preferred units has the right to exchange these preferred units for shares of Summit’s Series C preferred stock on a one-for-one basis, subject to adjustment: (a) on or after September 3, 2009, (b) if full quarterly distributions are not made for six quarters, (c) upon the occurrence of specified events related to our treatment or the treatment of the preferred units for federal income tax purposes, or (d) if the holdings in the Operating Partnership of the Series C unitholder exceed 18% of the total profits of or capital interest in the Operating Partnership for a taxable year. Distributions on the Series C preferred units are cumulative from the date of original issuance and are payable quarterly at the rate of 8.75% per year of the $25.00 original capital contribution. We made distributions to the holder of the Series C preferred units in the aggregate amount of $2.4 million during each of the six months ended June 30, 2004 and 2003. Obligations

~~Derivative~~The ~~Financial~~following ~~Instruments~~table summarizes our known contractual obligations as of March 31, 2005:

Our capital structure includes the use of variable rate and fixed rate debt and, therefore, we are exposed to the impact of changes in interest rates. We generally refinance maturing debt instruments at then-existing market interest rates and terms which may be more or less favorable than the interest rates and terms of the maturing debt. While we have historically had limited involvement with derivative financial instruments, we may utilize such instruments in certain situations to hedge interest rate exposure by modifying the interest rate characteristics of related balance sheet instruments and prospective financing transactions. We generally do not utilize derivative financial instruments for trading or speculative purposes.

(in millions)	Total		2005		2006		2007		2008		2009		Thereafter
Debt maturities	$	919.8	$	42.3	$	36.7	$	68.3	$	183.4	$	78.5	$	510.6
Non-cancelable operating lease payments	0.9		0.1		0.2		0.2		0.2		0.1		0.1
Construction contracts	76.8		58.1		18.7		—		—		—		—
	$	997.5	$	100.5	$	55.6	$	68.5	$	183.6	$	78.6	$	510.7

We are party to an interest rate swap with a notional amount of $50.0 million, relating to $50.0 million of 7.20% fixed rate notes issued under our medium-term note ("MTN") program. Under the interest rate swap agreement, through the maturity date of August 15, 2007, (a) we have agreed to pay to the counterparty the interest on a $50.0 million notional amount at a floating interest rate of three-month LIBOR plus 241.75 basis points, and (b) the counterparty has agreed to pay to us the interest on the same notional amount at the fixed rate of the underlying debt obligation. The floating rate as of June 30, 2004 was 3.6675%. The fair value of the interest rate swap was an asset of $2.7 million as of June 30, 2004. The swap has been designated as a fair value hedge of the underlying fixed rate debt obligation and has been recorded in "Other assets" in the accompanying balance sheets. We assume no ineffectiveness as the interest rate swap meets the short-cut method conditions required under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," for fair value hedges of debt instruments. Accordingly, no gains or losses were recorded in income relative to our underlying debt and interest rate swap. Inflation

~~Contractual~~We ~~Obligations~~lease apartments under lease terms generally ranging from 6 to 13 months. Management believes that such short-term lease contracts lessen the impact of inflation due to the ability to adjust rental rates to market levels as leases expire.

ACritical ~~summary~~Accounting ~~of our future contractual obligations related to long-term debt, non-cancelable operating leases and other obligations as of June 30, 2004 is as follows (in thousands):~~ Policies

	Payments Due by Period
	2004		2005-2006		2007-2008		Thereafter		Total
Long-term debt principal payments and maturities	$	50,940	$	71,017	$	380,381	$	311,333	$	813,671
Standby letters of credit (1)		6,253		1,567		-		-		7,820
Development expenditures (2)		37,137		57,667		-		-		94,804
Operating lease commitments (3)		100		314		295		212		921
Employment agreement payments (4) (5)		285		1,140		1,140		1,200		3,765
Total	$	94,715	$	131,705	$	381,816	$	312,745	$	920,981

The Securities and Exchange Commission (“SEC”) has issued guidance for the disclosure of “critical accounting policies.” The SEC defines “critical accounting policies” as those that are most important to the presentation of a company’s financial condition and results, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We follow financial accounting and reporting policies that are in accordance with generally accepted accounting principles. The more significant of these policies relate to cost capitalization and asset impairment, which are discussed in Note 1 of the “Notes to the Consolidated Financial Statements,” income recognition, acquisition of assets and capital expenditures, which are discussed below.

(1)		As collateral for performance on contracts and as credit guarantees to banks and insurers, we were contingently liable under standby letters of credit in the aggregate amount of $7.8 million as of June 30, 2004.
(2)		The estimated cost to complete the four development projects currently under construction was $94.8 million as of June 30, 2004. Anticipated construction completion dates of the projects range from the fourth quarter of 2004 to the fourth quarter of 2006.
(3)		Includes operating leases related to rental of office space.

Income recognition. Our rental and other property income is recorded when due from residents and is recognized monthly as it is earned. Other property income consists of administrative, application and other transactional fees charged to our residents. Interest, fee and asset management, and all other sources of income are recognized as earned.

28Acquisition of assets. Upon the acquisition of real estate, we assess the fair value of acquired assets, including land, buildings, the value of in-place leases, above and below market leases, and acquired liabilities. We then allocate the purchase price of the acquired property based on these assessments. We assess fair value based on estimated cash flow projections and available market information.

(4) Summit has employment agreements with two of its former executive officers, both of whom resigned from such executive positions, but who remain as employees and have agreed to provide various services to Summit from time to time through December 31, 2011. Each employment agreement requires that Summit pay to the former officers a base salary aggregating up to $2.1 million over the period from July 1, 2001 to December 31, 2011 (beginning with calendar year 2002, up to $200,000 on an annual basis). Each employment agreement also requires that Summit provide participation in its life insurance plan as well as office space, information systems support and administrative support for the remainder of each employee’s life, and participation in its health and dental insurance plans until the last to die of the employee or such employee’s spouse. Either party can terminate the employment agreements effective 20 business days after written notice is given. The full base salary amount due shall be payable through 2011 whether or not the agreements are terminated earlier in accordance with their terms. Summit has amended the employment agreements, effective July 1, 2004. The amendments provide for annual payments by Summit to the former executives in lieu of providing such office space, information systems support and administrative support. The annual payments are $100,000 for one of the former executives and $70,000 for the other former executive and each are subject to a yearly increase based on the Consumer Price Index. These amounts represent what we have determined to be the fair market value of such services. In the table above, we have assumed annual payments of $170,000 per executive for years 2004 through 2008. Amounts for these annual payments are not included under "Thereafter" and "Total" because the amount of payments depends on the lifespan of the executive and is therefore indeterminable at this time.19

Capital expenditures. We ~~carry~~capitalize ~~terrorism~~renovation ~~insurance~~and improvement oncosts ~~all~~that ~~communities.~~we ~~The~~believe ~~terrorism~~extend ~~insurance~~the iseconomic ~~subject~~lives toand ~~coverage~~enhance ~~limitations,~~the earnings ~~which~~of wethe ~~believe~~related ~~are commercially reasonable~~assets. Capital expenditures, Noincluding ~~assurance~~carpet, ~~can~~appliances beand ~~given~~HVAC ~~that~~unit ~~material~~replacements, subsequent ~~losses~~to ininitial ~~excess~~construction ofare ~~insurance~~capitalized ~~proceeds~~and ~~will~~depreciated ~~not~~over ~~occur~~their estimated inuseful ~~the future~~lives, orwhich ~~that~~range ~~insurance~~from ~~coverage~~3 ~~for~~to ~~acts~~20 ~~of terrorism will be available in the future~~years.

WeThe preparation ~~are subject to a variety~~ of ~~claims~~our ~~and~~financial ~~suits~~statements ~~that arise~~ in ~~the~~conformity ~~ordinary~~with ~~course~~generally ofaccepted accounting ~~business,~~principles ~~including~~requires ~~actions~~management ~~with respect~~ to ~~contracts~~make estimates and ~~cases~~assumptions that inaffect ~~which~~the ~~claims~~reported ~~have~~amounts ~~been~~of ~~brought~~assets ~~against us by current~~ and ~~former~~liabilities ~~employees,~~at ~~residents, independent contractors and vendors. While~~ the ~~resolution~~date of ~~these~~the consolidated ~~matters~~financial ~~cannot be predicted with certainty~~statements, weresults ~~believe~~of ~~that~~operations during the ~~final~~reporting periods ~~outcome~~and ofrelated ~~such~~disclosures. Our more ~~matters~~significant ~~will~~estimates ~~not~~relate beto ~~material~~estimates tosupporting our ~~financial~~impairment analysis ~~position~~related orto ~~results~~the ofcarrying ~~operations.~~value Ifof weour ~~determine~~real ~~that~~estate aassets ~~loss~~and isestimates of ~~probable to occur,~~ the ~~estimated~~useful ~~amount~~lives of ~~that~~our ~~loss~~assets. Actual ~~would~~results becould ~~recorded~~differ infrom ~~the~~those ~~financial statements~~estimates.

WeImpact ~~are a party to a number~~ of ~~agreements~~New ~~and~~Accounting contracts pursuant to which we may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in contracts into which we enter, under which we customarily agree to hold the other party harmless against certain losses arising from breaches of representations, warranties and/or covenants related to such matters as, among others, title to assets, specified environmental matters, qualification to do business, due organization, non-compliance with restrictive covenants, laws, rules and regulations, maintenance of insurance and payment of tax bills due and owing. Additionally, with respect to retail and office lease agreements we enter into as landlord, we may also indemnify the other party against damages caused by our willful misconduct or negligence associated with the operation and management of the building. Although no assurances can be made, we believe that if we were to incur a loss in any of these matters, such loss should not have a material effect on our financial condition or results of operations. Historically, payments made with regard to these agreements have not had a material effect on our financial condition or results of operations. Pronouncements

~~Subsequent~~In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments (SFAS 123R).” SFAS 123R requires all share-based payments to employees, ~~June~~including 30grants of employee stock options, ~~2004~~to be recognized over their vesting periods in the income statement based on their estimated fair values. In April 2005, wethe ~~executed~~Securities ~~separate~~and ~~contracts~~Exchange Commission (“SEC”) issued a press release announcing it would provide for a phased-in implementation process for SFAS 123R. SFAS 123R is effective for all public entities in the first ~~purchase~~annual ofreporting ~~three~~period ~~communities~~beginning after June 15, 2005 which, for anus would ~~aggregate~~be ~~purchase~~the ~~price~~calendar year of ~~$140~~2006.0 ~~million.~~As Wea ~~expect~~result ~~that~~of ~~these~~the ~~communities~~SEC’s ~~will~~announcement, bewe are ~~acquired~~in ~~during~~ the ~~third~~process ~~quarter~~of assessing the impact of ~~2004~~SFAS 123R and ~~expect~~have tonot ~~fund~~determined what ~~these~~impact, ~~acquisitions~~if ~~primarily~~any, ~~using~~our ~~proceeds~~adoption ~~from~~of ~~community~~SFAS ~~sales~~123R ~~during~~will ~~that~~have ~~period.~~on our financial position, results of operations or cash flows.

In December 2004, FASB issued SFAS No. 153, “Exchange of Nonmonetary Assets, an amendment of APB Opinion No. 29,” which addresses the measurement of exchanges of nonmonetary assets. SFAS No. 153 eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchange of nonmonetary assets that do not have commercial substance. It also specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective beginning July 1, 2005. The adoption of SFAS No. 153 will not have a material impact on our financial position, results of operations or cash flows.

~~Funds~~In ~~from~~March 2005, ~~Operations~~the FASB issued FASB Staff Position (“FSP”) FIN 46R-5, “Implicit Variable Interest under FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities.” This FSP requires a reporting entity to consider whether it holds an implicit variable interest in a variable interest entity (“VIE”) or potential VIE. FSP FIN 46R-5 is effective with reporting periods beginning after March 3, 2005. We do not expect the adoption of FSP FIN 46R-5 will have a material impact on our financial position, results of operations or cash flows.

~~Funds~~Item from Operations ("FFO"), as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), represents net income (loss) excluding gains from sales of property and extraordinary items, plus depreciation of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures, all determined on a consistent basis in accordance with GAAP3. Quantitative Effective January 1, 2003, we no longer add back impairment losses when calculating FFO pursuant to NAREIT’s clarified FFO definition. Debt extinguishment costs which are recorded in discontinued operations because they were incurred directly as a result of the sale of a community are not specifically addressed by the NAREIT definition. Because of the limitations of the NAREIT FFO definition, we have made an interpretation in applying the definition to maintain consistent treatment with previous years' results. We include such debt extinguishment costs as a component of the community's total gain and, ~~therefore,~~Qualitative ~~exclude~~Disclosures about ~~them~~Market ~~in the calculation of FFO. We believe that this interpretation is consistent with NAREIT's definition.~~ Risk

~~Our~~No ~~methodology~~material ~~for~~changes ~~computing~~have ~~FFO~~occurred ~~may~~since differ from the methodologies utilized by other real estate companies and, accordingly, may not be comparable to other real estate companies. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, nor is it indicative of funds available to fund our ~~cash~~Annual ~~needs,~~Report ~~including~~on ~~our~~Form 10-K for ~~ability to make dividend or distribution payments. We believe that FFO is helpful to investors as a supplemental measure of~~ the ~~performance~~year ofended ~~an equity REIT because~~December 31, along with cash flows from operating activities, financing activities and investing activities, it provides investors with an understanding of our ability to incur and service debt and to make capital expenditures2004. ~~Funds from Operations are calculated as follows (dollars in thousands, except per share amounts). The denominator for FFO per share is diluted weighted average shares and units outstanding.~~

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Income available to common unitholders	$	13,467		$	3,287		$	16,015		$	9,152
Gain on sale of real estate assets		(9,993	)		(3,122	)		(10,040	)		(6,258	)
Loss on early extinguishment of debt		-			1,508			-			1,508
Depreciation:
Real estate assets		10,878			10,269			22,058			19,844
Real estate joint venture		190			190			379			379
Funds from Operations	$	14,542		$	12,132		$	28,412		$	24,625
Income available to common unitholders - diluted	$	0.38		$	0.11		$	0.46		$	0.30
Funds from operations per common unit - diluted	$	0.42		$	0.40		$	0.81		$	0.80
Recurring capital expenditures (1)	$	1,762		$	1,781		$	3,091		$	2,557
Non-recurring capital expenditures (2)	$	779		$	932		$	1,247		$	1,141
Weighted average units outstanding - basic		34,809,293			30,436,755			34,800,676			30,595,312
Weighted average units outstanding - diluted		35,031,815			30,531,635			35,024,708			30,656,175

Item 4. Controls and Procedures

Under the supervision and with the participation of Camden Summit’s Chief Executive Officer (1“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule ~~Recurring~~13a-15(e) and ~~capital~~15d-15(e) of ~~expenditures~~the ~~consist~~Securities ~~primarily~~Exchange Act of ~~exterior~~1934) ~~painting,~~as ~~new~~of ~~appliances~~March 31, ~~vinyl~~2005. Based ~~flooring,~~on ~~blinds,~~that ~~tile~~evaluation, ~~wallpaper~~the CEO and ~~carpet.~~CFO concluded that our disclosure controls and procedures were effective as of March 31, 2005.

In connection with our merger with Camden, our internal controls, including our internal control over financial reporting (2as defined in Rules 13a-15(f) ~~Non~~and 15d-~~recurring~~15(f) of ~~capital~~the ~~expenditures~~Exchange ~~consist~~Act) were ~~primarily~~converted to the internal control processes in place at Camden. Camden’s management assessed their internal control over financial reporting as of ~~major~~December 31, ~~renovations~~2004 and ~~upgrades~~has ofconcluded that ~~apartment~~it ~~homes~~was effective. Additionally, there were no changes in Camden’s internal control over financial reporting during the quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, their internal control over financial reporting.

~~Forward-Looking Statements~~ 20

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "may," "assume" and other similar expressions which predict or indicate future events and trends and which do not relate solely to historical matters. In addition, information concerning the following are forward-looking statements: PART II

~~the~~Item ~~future operating performance of stabilized communities;~~1. Legal Proceedings

~~national~~For ~~economic~~further ~~conditions~~discussion regarding ~~and~~legal ~~economic~~proceedings, ~~conditions~~see inNote ~~our~~10 ~~markets;~~to the Consolidated Financial Statements.

~~the~~Item 2. Unregistered ~~proposed~~Sales ~~development,~~of ~~acquisition~~Equity Securities orand ~~disposition~~Use of ~~communities;~~ Proceeds

~~anticipated construction commencement, completion, lease-up and stabilization dates; and~~ None

~~estimated~~Item 3. Defaults ~~development~~Upon ~~costs.~~Senior Securities

30None

~~You~~Item ~~should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some~~ 4. Submission of ~~which~~Matters ~~are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements~~ to ~~be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Factors which could have~~ a ~~material~~Vote ~~adverse~~of ~~effect~~Security ~~on our operations and future prospects include, but are not limited to:~~ Holders

~~economic~~The following ~~conditions~~are ~~generally and~~ the ~~real~~results ~~estate~~of ~~market~~a ~~specifically,~~consent ~~including changes in occupancy rates~~solicitation, ~~market~~which ~~rents~~expired ~~and~~on ~~rental rate concessions and the failure of national and local economic conditions to rebound in a timely manner;~~February 25, 2005:

changes in job growth, household formation and population growth in our markets;

	For	Against	Abstain
1. Approval of the merger of Summit and Camden Summit	3,081,315	—	261,189

2. Approval of the Amended and Restated Agreement of the Limited Partnership of Camden Summit Partnership, L.P.	3,081,315	—	261,189

~~uncertainties~~Item associated with our development activities, including the failure to obtain zoning and other approvals, actual costs exceeding our budgets, construction material defects and increases in construction costs;5. Other Information

~~the failure of investments to yield expected results;~~ None

~~the~~Item ~~failure to sell communities on favorable terms, in a timely manner or at all;~~ 6. Exhibits

~~the failure to locate favorable investment opportunities in our markets;~~ (a) Exhibits

construction delays due to the unavailability of materials, weather conditions or other delays;

31.1		Certification by Chief Executive Officer pursuant to Rule 13a-14(a) of Chief Executive Officer dated May 16, 2005.

31.2		Certification by Chief Financial Officer pursuant to Rule 13a-14(a) of Chief Financial Officer dated May 16, 2005.

32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		Separation agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on April 27, 2005 (File No. 1-12110)

99.2		Separation agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr. Incorporated by reference from Exhibit 99.2 to Camden Property Trust’s Form 8-K filed on April 27, 2005 (File No. 1-12110)

~~potential environmental liabilities and related property damages, costs of investigation and remediation, and liability to third parties;~~ 21

~~competition, which could limit our ability to secure attractive investment opportunities, lease apartment homes, or increase or maintain rents;~~ SIGNATURES

~~supply~~Pursuant ~~and~~to ~~demand~~the requirements ~~for~~of ~~apartment~~Section 13 ~~communities~~or in15(d) of ~~our~~the ~~current~~Securities ~~market~~Exchange ~~areas;~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

availability and cost of financing and access to cost-effective capital;

	CAMDEN SUMMIT PARTNERSHIP, L.P.

	By: Camden Summit, Inc., its general partner

May 16, 2005	By:	/S/ DENNIS M. STEEN
		Dennis M. Steen
		Chief Financial Officer, Sr. Vice President -
		Finance and Secretary

~~the inability to refinance existing indebtedness or to refinance existing indebtedness on favorable terms;~~ 22

changes in interest rates;

changes in our debt ratings which could increase our cost of capital or impede our ability to raise debt financing;

legislative and regulatory changes, including changes to laws governing the taxation of REITs;

changes in GAAP, or policies and guidelines applicable to REITs; and

those factors discussed below and in the sections entitled "Results of Operations for the Three and Six Months Ended June 30, 2004 and 2003" on page 19 of this report, "Operating Performance of Our Same-Property Communities" beginning on page 21 of this report, "Factors Affecting the Performance of Our Stabilized Development Communities" beginning on page 22 of this report, "Operating Performance of Our Communities in Lease-Up" beginning on page 22 of this report and "Contractual Obligations" beginning on page 28 of this report.

You should consider these risks and uncertainties in evaluating forward-looking statements and you should not place undue reliance on forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this report. We do not undertake to update these forward-looking statements. You should read this quarterly report on Form 10-Q in its entirety in conjunction with our unaudited financial statements and footnotes, which accompany this report, and our audited financial statements for the year ended December 31, 2003 and the related footnotes included in our Annual Report on Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our financial market risk since the filing of our Annual Report on Form 10-K for the year ended December 31, 2003.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures . As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of Summit’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We continue to review and document our disclosure controls and procedures, including our relevant internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

During the fourth quarter of 2003, we implemented additional review procedures over the financial reporting process in order to enhance controls around presentation of financial information including classification of cash flows. Management believes these enhancements to internal controls are adequate to prevent recurrence of the matter discussed in Note 13 to this Form 10-Q.

(b) Changes in Internal Control Over Financial Reporting . There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On May 25, 2001, through our joint venture SZF, LLC, a Delaware limited liability company in which we owned 29.78% until July 3, 2003, on which date we purchased our joint venture partner’s 70.22% interest, we entered into an agreement with Brickell View, L..C. ("Brickell View"), a Florida limited liability company, and certain of its affiliates relating to the formation of Coral Way, LLC, a Delaware limited liability company, to develop a new community in Miami, Florida. Brickell View agreed to be the developer of that community and certain of its affiliates signed guarantees obligating them to pay certain costs relating to the development (see Note 2 to our unaudited consolidated financial statements, which accompany this report). On August 12, 2003, we received notice of a suit filed by Brickell View and certain of its affiliates against SZF, LLC and certain Summit entities, including us, Summit and Summit Management Company. The suit was originally filed in the Miami- Dade Circuit Court, but has been removed to the U.S. District Court for the Southern District of Florida. The suit relates to the business agreement among the parties in connection with the development and construction of the community by Coral Way. Brickell View and its affiliates allege breach of contract, breach of implied covenant of good faith and fair dealing, breach of fiduciary duties and constructive fraud on the part of SZF, LLC and constructive fraud on the part of the Summit entities, and seek both a declaratory judgment that the guarantee agreements have been constructively terminated and unspecified monetary damages. We intend to enforce our rights under the joint venture agreements. Although we may determine to terminate the development agreement based on Brickell View’s failure to perform its obligations in accordance with the development agreement, we do not believe that there is any basis for allowing Brickell View or its affiliates to be released from their obligations under the development agreement or the guarantees. We believe that the allegations made by Brickell View and its affiliates are not supported by the facts and we intend to vigorously defend against this suit. On December 19, 2003, we received notice of a demand for arbitration asserted by Bermello, Ajamil & Partners, Inc. against Coral Way, LLC for unpaid architectural fees. In this demand, Bermello, Ajamil & Partners, Inc. allege that they are entitled to an increased architectural fee as a result of an increase in the cost of the project. We believe that the allegations made by Bermello, Ajamil & Partners, Inc. are not supported by the facts, and we will vigorously defend against this claim. Additionally, we have asserted a cross-claim against Bermello, Ajamil & Partners, Inc. for damages related to the cost to correct certain structural and other design defects.

On May 6, 2003, we purchased certain assets of Brickell Grand, Inc. ("Brickell Grand"), including the community known as Summit Brickell. At the time of purchase, Summit Brickell was subject to a $4.1 million claim of construction lien filed by the general contractor, Bovis Lend Lease, Inc. ("Bovis"), due to Brickell Grand’s alleged failure to pay the full amount of the construction costs. Bovis sought to enforce this claim of lien against Brickell Grand in a suit filed an October 18, 2002 in Miami-Dade Circuit Court, Florida. In mid-2003, litigation with Bovis was temporarily stayed pending mediation. In September 2003, Bovis filed an amended complaint seeking to enforce an increased claim of lien of $4.6 million. Mediation with Bovis ended unsuccessfully in November 2003. The litigation is proceeding in the Miami-Dade Circuit Court. As the current owner of Summit Brickell, which property is subject to the claim of lien, we are vigorously defending against these claims of lien and related litigation. As a result of several items claimed by Bovis in their amended claim of lien, we are asserting a counterclaim for a fraudulent mechanic’s lien, as well as counterclaims for breach of contract and breach of warranties. In early 2004, three subcontractors of Bovis, Gulf Plumbing, Inc., Big Bear Plastering, Inc., and Kone, Inc., filed separate suits in Miami-Dade Circuit Court against Brickell Grand, Bovis, Summit Properties Partnership, L.P., and other named parties to enforce claims of construction lien and/or claims against the contractor’s bond in an aggregate amount of approximately $600,000 filed due to the defendants’ alleged failure to pay the full amount of the construction cost. These claims should be subject to dismissal based on the contractor’s bond, as well as other defenses, and we are vigorously defending against these claims.

Item 2. Changes in Securities

During the three months ended June 30, 2004, we issued common units in private placements in reliance on the exemption from registration under Section 4(2) of the Securities Act in the amounts and for the consideration set forth below:

A.	On May 25, 2004, Summit issued 27 shares of common stock pursuant to its 1994 Stock Option and Incentive Plan. Summit contributed the proceeds of $610 to us in consideration of 27 common units.
B.	On April 1, 2004, May 3, 2004, May 14, 2004 and June 1, 2004, Summit issued an aggregate of 2,092 shares of common stock pursuant to its dividend reinvestment and stock purchase plan. Summit contributed the aggregate of $47,000 to us in consideration of an aggregate of 2,092 common units.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits
*10.1	First Amendment to Credit Agreement and Joinder to Loan Documents.
10.8.1	Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit and Summit Management Company, as restated on April 3, 2001 and June 25, 2004 (incorporated by reference to Exhibit 10.8.1 to Summit’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, File No. 1-12792).
10.8.2	Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit and Summit Management Company, as restated on August 24, 2001 and June 10, 2004 (incorporated by reference to Exhibit 10.8.2 to Summit’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, File No. 1-12792).
10.8.3	Retention Bonus Agreement dated May 26, 2004, between Summit and Michael L. Schwarz (incorporated by reference to Exhibit 10.8.3 to Summit’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, File No. 1-12792).
10.8.4	Retention Bonus Agreement dated May 26, 2004, between Summit and Gregg D. Adzema (incorporated by reference to Exhibit 10.8.4 to Summit’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, File No. 1-12792).
10.8.5	Retention Bonus Agreement dated May 26, 2004, between Summit and Steven R. LeBlanc (incorporated by reference to Exhibit 10.8.5 to Summit’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, File No. 1-12792).
* 12.1	Statement regarding calculation of Ratio of Earnings to Fixed Charges for the six months ended June 30, 2004.
* 31.1	Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
* 31.2	Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*	Filed herewith.
**	Furnished herewith. This certification shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.
(b)	Reports on Form 8-K
	On May 7, 2004, we filed a Current Report on Form 8-K in connection with providing additional information regarding the tax fees that we paid to our independent auditors, Deloitte & Touche, LLP.

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, thereunto duly authorized.

	SUMMIT PROPERTIES PARTNERSHIP, L.P.
	By: Summit Properties Inc., its General Partner
August 9, 2004	/S/ STEVEN R. L E BLANC
	Steven R. LeBlanc
	President and Chief Executive Officer
August 9, 2004	/S/ GREGG D. ADZEMA
	Gregg D. Adzema
	Executive Vice President and Chief Financial Officer

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