<PAGE>  40

                                                                     Exhibit 4.4


THIS  SECURITY  IS A  GLOBAL  SECURITY  WITHIN  THE  MEANING  OF  THE  INDENTURE
HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN THE NAME OF A  DEPOSITORY  OR A
NOMINEE  THEREOF.  THIS  SECURITY MAY NOT BE  TRANSFERRED  TO, OR  REGISTERED OR
EXCHANGED  FOR  SECURITIES  REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITORY OR A NOMINEE  THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,  EXCEPT
IN  THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN  THE  INDENTURE.  EVERY  SECURITY
AUTHENTICATED AND DELIVERED UPON  REGISTRATION OF TRANSFER,  PLEDGE OR OTHER USE
HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE, OR PAYMENT,
AND ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER  NAME AS IS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY
PAYMENT  IS MADE TO CEDE & CO. OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                              CAMDEN PROPERTY TRUST

                                     FORM OF
                        7.625% NOTE DUE FEBRUARY 15, 2011



REGISTERED                                                      PRINCIPAL AMOUNT
No.: R-1                                                            $150,000,000

CUSIP No.:  133131 AG 7

     CAMDEN  PROPERTY  TRUST,  a real  estate  investment  trust  organized  and
existing under the laws of the State of Texas (hereinafter called the "Company,"
which term includes any successor  corporation  under the Indenture  hereinafter
referred  to),  for value  received,  hereby  promises  to pay to CEDE & Co., or
registered  assigns,  upon presentation,  the principal sum of One Hundred Fifty
Million Dollars  ($150,000,000)  on February 15, 2011 at the office or agency of
the Company  referred to below,  and to pay interest  thereon from  February 12,
2001, or from the most recent  Interest  Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on February 15 and August 15
in each year,  commencing August 15, 2001 at the rate of 7.625% per annum, until
the entire principal hereof is paid or made available for payment.  The interest
so payable,  and  punctually  paid or duly provided for on any Interest  Payment
Date will, as provided for in the Indenture, be paid to the person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest which shall be February
1 or  August 1  (whether  or not a  Business  Day),  as the  case  may be,  next
preceding such Interest  Payment Date. Any such interest not so punctually  paid
or duly provided for shall  forthwith  cease to be payable to the Holder on such
Regular  Record  Date,  and may  either be paid to the Person in whose name this
Security (or one or more  Predecessor  Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted  Interest to
be fixed by the Trustee,  notice whereof shall be given to Holders of Securities
of this  series  not more than 15 days and not less  than 10 days  prior to such
Special  Record Date,  or may be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.

<PAGE>  41

     Payment of the principal of, or Make-Whole Amount, if any, and interest on,
the Securities  will be made to The  Depository  Trust Company or its nominee in
such coin or currency of the United  States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made by (i) check mailed
to the address of the Person  entitled  thereto as such address  shall appear in
the  Security  Register  or (ii) by wire  transfer of funds to an account of the
Person entitled thereto maintained within the United States.

     Securities  of this series may be redeemed at any time at the option of the
Company,  in whole or in part,  upon notice of not more than 60 nor less than 30
days prior to the Redemption Date, at a redemption price equal to the sum of (i)
the principal  amount of the  Securities  being  redeemed plus accrued  interest
thereon to the  Redemption  Date and (ii) the  Make-Whole  Amount,  if any, with
respect to such Securities.

     REFERENCE  IS HEREBY MADE TO THE FURTHER  PROVISIONS  OF THIS  SECURITY SET
FORTH ON THE REVERSE  HEREOF,  WHICH FURTHER  PROVISIONS  SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE.

     Unless the Certificate of Authentication  hereon has been executed by or on
behalf of the Trustee by manual  signature,  this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed.

                                         CAMDEN PROPERTY TRUST


Dated:  February 12, 2001                By:
                                             ----------------------------------
                                             G. Steven Dawson
                                             Senior Vice President-Finance,
                                             Chief Financial Officer, Treasurer
                                             and Secretary

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

U.S. TRUST COMPANY OF TEXAS, N.A.
as Trustee


By:                                          Dated:  February 12, 2001
   -------------------------------
     Authorized Officer

<PAGE>  42

                                 Reverse of Note


                              CAMDEN PROPERTY TRUST

                       7.625% NOTE DUE FEBRUARY 15, 2011

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of February 15, 1996, as supplemented by the
Supplemental  Indenture,  dated as of  February  15,  1996 (as so  supplemented,
herein called the  "Indenture"),  between the Company and U.S.  TRUST COMPANY OF
TEXAS,  N.A., a national  banking  association  organized  under the laws of the
United States of America,  as Trustee  (herein called the "Trustee,"  which term
includes any successor trustee under the Indenture with respect to the series of
which  this  Security  is  a  part),  to  which  Indenture  and  all  indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the  Holders of the  Securities  and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the  series  designated  on the  first  page  hereof,  limited  in  aggregate
principal amount to $150,000,000.

     "Make-Whole  Amount" means, in connection  with any optional  redemption or
accelerated  payment of any Security,  the excess,  if any, of (i) the aggregate
present value as of the date of such  redemption or accelerated  payment of each
dollar of principal being redeemed or paid and the amount of interest (exclusive
of interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of such dollar if such  redemption  or  accelerated
payment had not been made,  determined by discounting,  on a semi-annual  basis,
such principal and interest at the  Reinvestment  Rate  (determined on the third
Business  Day  preceding  the  date  such  notice  of  redemption  is  given  or
declaration of  acceleration  is made) from the  respective  dates on which such
principal and interest would have been payable if such redemption or accelerated
payment  had not been  made,  over (ii) the  aggregate  principal  amount of the
Securities being redeemed or paid.

     "Reinvestment  Rate" means .25% (twenty-five one hundredths of one percent)
plus the arithmetic mean of the yields under the respective headings "This Week"
and "Last Week" published in the Statistical Release under the caption "Treasury
Constant   Maturities"   for  the  maturity   (rounded  to  the  nearest  month)
corresponding  to the remaining life to maturity,  as of the payment date of the
principal  being  redeemed or paid. If no maturity  exactly  corresponds to such
maturity,  yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding sentence
and the Reinvestment Rate shall be interpolated or extrapolated from such yields
on a  straight-line  basis,  rounding  in each of such  relevant  periods to the
nearest  month.  For purposes of  calculating  the  Reinvestment  Rate, the most
recent  Statistical  Release published prior to the date of determination of the
Make-Whole Amount shall be used.

<PAGE>  43

     "Statistical Release" means the statistical release designated  "H.15(519)"
or any successor  publication  which is published  weekly by the Federal Reserve
System and which establishes  yields on actively traded United States government
securities  adjusted to constant  maturities or, if such statistical  release is
not published at the time of any  determination  under the Indenture,  then such
other reasonably comparable index which shall be designated by the Company.

     The  covenants  set forth in Section 1012 of the  Indenture  shall be fully
applicable to this Security.

     The Indenture  contains  provisions  for  defeasance at any time of (a) the
entire  indebtedness of the Company on this Security and (b) certain restrictive
covenants  and the  related  defaults  and Events of Default  applicable  to the
Company,  in each case, upon  compliance by the Company with certain  conditions
set forth in the Indenture, which provisions apply to this Security.

     If any Event of Default  with  respect to  Securities  of this series shall
occur and be continuing,  the principal of, and the Make-Whole  Amount,  if any,
on, the  Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  shall not have the right to  institute  any  proceeding  with
respect to the Indenture or for the  appointment of a receiver or trustee or for
any other remedy thereunder,  unless such Holder shall have previously given the
Trustee  written  notice of a  continuing  Event of Default  with respect to the
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the  Trustee  to  institute  proceedings  in respect of such Event of
Default as Trustee,  offered the Trustee reasonable  indemnity,  and the Trustee
shall not have  received  from the Holders of a majority in principal  amount of
Securities of this series at the time Outstanding a direction  inconsistent with
such  request,  and  the  Trustee  shall  have  failed  to  institute  any  such
proceeding,  for 60 days after  receipt  of such  notice,  request  and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this  Security  for the  enforcement  of any  payment of  principal  hereof (and
premium or  Make-Whole  Amount,  if any) or any  interest on and any  Additional
Amounts  in  respect  thereof  on or after the  respective  due dates  expressed
herein.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the  Holders of not less than a majority in  principal  amount of the
Securities  of  each  series  at the  time  Outstanding  affected  thereby.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages  in principal  amount of the  Securities  of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance  by the Company with certain  provisions of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver by the Holder of this Security  shall be conclusive and binding upon such
Holder and upon all future  Holders of this Security and of any Security  issued
upon the  registration  of  transfer  hereof or in  exchange  herefor or in lieu
hereof,  whether  or not  notation  of such  consent or waiver is made upon this
Security.

<PAGE>  44

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional,  to pay the principal of, Make-Whole Amount, if any,
on, and interest on this Security at the times,  place and rate, and in the coin
or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Security is registrable  in the Security  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the Company in any Place of Payment where the principal of, Make-Whole
Amount, if any, on, and interest on this Security are payable, duly endorsed by,
or accompanied by a written  instrument of transfer in form  satisfactory to the
Company and the Security  Registrar  duly  executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized  denominations  and for the same aggregate  principal
amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered  form without
coupons  in  denominations  of $1,000  and any  integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of  this  series  of a  different  authorized  denomination,  as
requested by the Holder surrendering the same.

     No service  charge shall be made for any such  registration  of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Security is  registered  as the owner  hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     No recourse under or upon any obligation,  covenant or agreement  contained
in the Indenture or in this Security,  or because of any indebtedness  evidenced
thereby,  shall be had  against  any  promoter,  as such or,  against  any past,
present or future shareholder,  officer,  trust manager or director, as such, of
the Company or of any successor,  either  directly or through the Company or any
successor,  under any rule of law, statute or constitutional provision or by the
enforcement  of any  assessment  or by any  legal  or  equitable  proceeding  or

<PAGE>  45

otherwise,  all such  liability  being  expressly  waived  and  released  by the
acceptance  of  this  Security  by  the  Holder  thereof  and  as  part  of  the
consideration for the issue of the Securities of this series.

     All terms used in this security  which are defined in the  Indenture  shall
have the meanings assigned to them in the Indenture.

     THE  INDENTURE  AND THE  SECURITIES,  INCLUDING  THIS  SECURITY,  SHALL  BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

     Pursuant  to a  recommendation  promulgated  by the  Committee  on  Uniform
Security Identification Procedures, the Company has caused "CUSIP" numbers to be
printed on the  Securities of this series as  convenience to the Holders of such
Securities.  No representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the  Securities,  and reliance may be placed only on
the other identification numbers printed hereon.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

<PAGE>  46
                                  ABBREVIATIONS

     The following  abbreviations,  when used in the  inscription on the face of
this  instrument,  shall be  construed  as though they were  written out in full
according to applicable laws or regulations:

TEN COMM   --   as tenants in common            UNIF GIFT/TRANSFER MIN ACT--
TEN ENT    --   as tenants by the entireties    _________ Custodian __________
JT TEN     --   as joint tenants with right     (Cust)                (Minor)
                of survivorship and not as      Under Uniform Gifts/Transfers to
                tenants in common               Minors Act _________
                                                            (State)

<PAGE>  47

Additional abbreviations may also be used though not in the above list.

                        ________________________________

Social Security or taxpayer I.D. or other identifying number of assignee:



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


--------------------------------------------------------------------------------
                         (name and address of assignee)

the within Note and all rights thereunder,  hereby irrevocably  constituting and
appointing    ____________________     ________________________________________,
attorney to transfer said Note on the books kept for registration  thereof, with
full power of substitution in the premises.

Dated: