<PAGE>


                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C.  20549
                                     __________

                                    FORM 10-Q/A
                                  Amendment No. 1
(MARK ONE)

     X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           AND EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998, OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                 FOR THE TRANSITION PERIOD FROM _____ TO _____

                           COMMISSION FILE NUMBER 1-13531
                                    ___________

                               TRAMMELL CROW COMPANY

             (Exact name of registrant as specified in its charter)

                 DELAWARE                               75-2721454
     (State or other jurisdiction of                  (IRS Employer
      Incorporation or organization)              Identification Number)

                                 2001 ROSS AVENUE
                                    SUITE 3400
                                  DALLAS, TEXAS
                     (Address of principal executive offices)
                                      75201
                                    (Zip Code)

                                   (214) 863-3000
               (Registrant's Telephone Number, Including Area Code)







     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    No 
                                              -----      -----


At May 13, 1998, there were 33,911,416 shares of Common Stock outstanding.



<PAGE>


                       TRAMMELL CROW COMPANY AND SUBSIDIARIES


                                       INDEX
<TABLE>
<CAPTION>

                                                                                                                         Page
                                                                                                                        Number
                                                                                                                        ------
<S>                                                                                                                     <C>
PART I.  Financial Information

   Item 1.  Financial Statements

      Condensed Consolidated Balance Sheets as of March 31, 1998 (unaudited) and December 31, 1997 . . . . . . . .          1

      Condensed Consolidated Statements of Operations for the three months ended March 31, 1998 and
         1997 (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2

      Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 1998 and
         1997 (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          3

      Notes to Condensed Consolidated Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . . .          4

   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . .          7

PART II.  Other Information

    Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12

    Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION

                     TRAMMELL CROW COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                        ASSETS                                                      MARCH 31,   DECEMBER 31,
                                                                                                      1998          1997
                                                                                                    --------------------------
                                                                                                    (UNAUDITED)

                                                                                                    (IN THOUSANDS, EXCEPT SHARE
                                                                                                          AND PER SHARE DATA)
<S>                                                                                                 <C>             <C>

Current assets
     Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $65,165        $96,747
     Accounts receivable, net of allowance for doubtful accounts of $838 in 1998 and $955
       in 1997. . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          45,871         40,602
     Receivables from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,021            926
     Notes and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,291          4,007
     Income taxes recoverable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,596          4,939
     Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,698          3,870
     Real estate held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         134,982         98,567
     Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          11,329          9,220
                                                                                                       -------         ------
               Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         267,953        258,878
Furniture and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,693          6,309
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          14,027         14,397
Investments in unconsolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . .          11,279         11,244
Goodwill, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          44,792         27,111
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          14,775          8,297
                                                                                                       -------         ------
                                                                                                      $360,519       $326,236
                                                                                                      --------       --------
                                                                                                      --------       --------




                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $20,047        $18,523
     Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          40,594         56,270
     Payables to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,003          4,466
     Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .             826            875
     Notes payable on real estate held for sale. . . . . . . . . . . . . . . . . . . . . . . .          93,039         76,623
     Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,060          2,185
                                                                                                      --------       --------
          Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         160,569        158,942
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          33,829          1,555
Deferred compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,809          8,391
Other liabilities .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             673            417
                                                                                                      --------       --------
          Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         198,880        169,305
Minority interest .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          18,073         19,859
Stockholders' equity
     Preferred stock; $0.01 par value; 30,000,000 shares authorized; none issued
       or outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -              -

     Common stock; $0.01 par value; 100,000,000 shares authorized; 33,911,416 and 33,892,038
       shares issued and outstanding in 1998 and 1997, respectively. . . . . . . . . . . . . .             339            339
     Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         150,721        150,647
     Retained earnings (deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (6,405)       (12,734)
     Less: Stockholder loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,089)        (1,180)
                                                                                                      --------       --------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         143,566        137,072
                                                                                                      --------       --------
                                                                                                      $360,519       $326,236
                                                                                                      --------       --------
                                                                                                      --------       --------
</TABLE>
                               See accompanying notes.


                                                                               1
<PAGE>

                        TRAMMELL CROW COMPANY AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                    (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                                        FOR THE THREE MONTHS
                                                                                                           ENDED MARCH 31
                                                                                                       ----------------------
                                                                                                        1998           1997
                                                                                                        ----           ----
                                                                                                       (IN THOUSANDS, EXCEPT
                                                                                                      SHARE AND PER SHARE DATA)
<S>                                                                                                  <C>            <C>
REVENUES
     Property management services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $24,887        $22,024
     Brokerage services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          25,533         16,935
     Infrastructure management services. . . . . . . . . . . . . . . . . . . . . . . . . . . .          22,890         14,569
     Development and construction services . . . . . . . . . . . . . . . . . . . . . . . . . .           8,891          5,206
     Retail services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,727            325
                                                                                                       -------        -------
                                                                                                        84,928         59,059
     Income from investments in unconsolidated subsidiaries. . . . . . . . . . . . . . . . . .           2,415             58
     Gain on disposition of real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . .             866          1,124
     Other income .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,042          1,857
                                                                                                       -------        -------
                                                                                                        90,251         62,098
COSTS AND EXPENSES
     Salaries, wages, and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          50,516         37,339
     Commissions. .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          10,953          7,003
     General and administrative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          15,097         10,303
     Profit sharing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -          2,570
     Depreciation . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,085            898
     Amortization .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             329              -
     Interest . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,666            552
     Royalty and consulting fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -            528
     Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              37            281
                                                                                                       -------        -------
                                                                                                        79,683         59,474
                                                                                                       -------        -------

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          10,568          2,624
Income tax expense.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,239          1,023
                                                                                                       -------        -------
Net income. . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $6,329         $1,601
                                                                                                       -------        -------
                                                                                                       -------        -------
Earnings per share:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     Basic. . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            $.19              *
                                                                                                          ----
                                                                                                          ----
     Diluted. . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            $.18              *
                                                                                                          ----
                                                                                                          ----
</TABLE>
___________

* Information is not relevant due to change in capital structure.


                               See accompanying notes.


                                                                              2
<PAGE>

                        TRAMMELL CROW COMPANY AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    (UNAUDITED)



<TABLE>
<CAPTION>

                                                                                                          FOR THE THREE MONTHS
                                                                                                             Ended March 31
                                                                                                          -------------------
                                                                                                          1998           1997
                                                                                                          ----           ----
                                                                                                             (in thousands)
<S>                                                                                                     <C>            <C>
OPERATING ACTIVITIES
Net income. . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $6,329         $1,601
Adjustments to reconcile net income to net cash used in operating activities
     Depreciation .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,085            898
     Amortization . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             329              -
     Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              37            281
     Deferred income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             865             10
     Income from investments in unconsolidated subsidiaries. . . . . . . . . . . . . . . . . .          (2,415)           (58)
     Gain on disposition of real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . .            (866)        (1,124)
     Changes in operating assets and liabilities . . . . . . . . . . . . . . . . . . . . . . .
       Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (3,976)         5,526
       Receivables from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (95)         1,226
       Notes and other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (5,048)        (3,140)
       Expenditures for real estate held for sale. . . . . . . . . . . . . . . . . . . . . . .         (45,758)       (11,045)
       Proceeds from sale of real estate . . . . . . . . . . . . . . . . . . . . . . . . . . .          10,209         13,864
       Proceeds from real estate notes payable . . . . . . . . . . . . . . . . . . . . . . . .          20,815          8,809
       Payments on real estate notes payable . . . . . . . . . . . . . . . . . . . . . . . . .          (4,399)       (11,761)
       Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . .         (16,609)       (19,081)
       Payables to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (463)        (1,007)
       Income taxes recoverable/payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,343         (2,767)
       Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (4,582)         2,501
       Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (378)          (552)
                                                                                                     ---------      ---------
Net cash used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (41,577)       (15,819)
                                                                                                     ---------      ---------
INVESTING ACTIVITIES
Expenditures for furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .          (2,089)          (605)
Acquisitions of real estate service companies  . . . . . . . . . . . . . . . . . . . . . . . .         (20,863)             -
Investments in unconsolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . .            (597)        (1,537)
Distributions from unconsolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .           2,977            564
Contributions from minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             171            457
Distributions to minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,994)          (145)
                                                                                                     ---------      ---------
Net cash used in investing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (22,395)        (1,266)
                                                                                                     ---------      ---------

FINANCING ACTIVITIES
Principal payments on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,390)        (1,819)
Proceeds from debt   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          33,615          2,306
Proceeds from exercise of stock options. . . . . . . . . . . . . . . . . . . . . . . . . . . .              74              -
Collections of stockholder loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              91              -
                                                                                                     ---------      ---------
Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . . . . . . .          32,390            487
                                                                                                     ---------      ---------
Net decrease in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . .         (31,582)       (16,598)
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . .          96,747         58,505
                                                                                                     ---------      ---------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . .         $65,165        $41,907
                                                                                                     ---------      ---------
                                                                                                     ---------      ---------
</TABLE>


                               See accompanying notes.


                                                                              3
<PAGE>


                       TRAMMELL CROW COMPANY AND SUBSIDIARIES
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   MARCH 31, 1998
                  (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                    (UNAUDITED)

1. GENERAL

     The consolidated interim financial statements of Trammell Crow Company (the
Company) included herein have been prepared in accordance with the requirements
for interim financial statements and do not include all disclosures required
under generally accepted accounting principles for complete financial
statements.  These financial statements should be read in conjunction with the
consolidated financial statements included in the Company's annual report on
Form 10-K for the year ended December 31, 1997.  In the opinion of management,
all adjustments and eliminations, consisting only of recurring adjustments,
necessary for a fair presentation of the financial statements for the interim
periods have been made.  Interim results of operations are not necessarily
indicative of the results to be expected for the full year.

     The Company has experienced and expects to continue to experience quarterly
variations in revenues and net income as a result of several factors, including
the timing of transactions, the commencement of new contracts, revenue mix and
the timing of additional selling, general and administrative expenses to support
new business activities.  The Company's revenues tend to be higher in the last
quarter of the year than in the first three quarters because its clients have
demonstrated a tendency to close transactions toward the end of the year, which
causes the Company to earn more of its revenue under transaction-oriented
service contracts in the last quarter of the year.  In addition, an increasing
percentage of the Company's property management and infrastructure management
contracts provide for incentive payments if the Company achieves certain
performance targets.  Such incentive payments are generally earned in the fourth
quarter.

USE OF ESTIMATES

     The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

INCOME TAXES

     The provision for income taxes has been included in the accompanying
financial statements based on an estimated annual effective tax rate.  The
differences between the provisions for income taxes and amounts computed by
applying the statutory federal income tax rates to income are primarily a result
of amortization of goodwill, state income taxes and non-deductible meals and
entertainment expenditures.

EARNINGS PER SHARE

     Weighted average shares outstanding used to calculate basic earnings per
share were 33,899,574. Weighted average shares outstanding of 36,115,203 used to
calculate diluted earnings per share includes employee stock options to purchase
2,215,629 shares of common stock as these options are dilutive.


2. REAL ESTATE HELD FOR SALE

     During the three months ended March 31, 1998, the Company sold three real
estate projects for an aggregate sales price of $10,209, resulting in a gain on
disposition of $866. During the three months ended March 31, 1997, the Company
sold six real estate projects for an aggregate sales price of $13,864, resulting
in a gain on disposition of $1,124.

     In March 1997, the Company contributed real estate held for sale of $35,400
and the related $35,400 note payable to a partnership and received a 16% limited
partner interest. No gain was recognized.


                                                                              4
<PAGE>

                       TRAMMELL CROW COMPANY AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES

     Operating results for unconsolidated subsidiaries in which the Company has
an investment were as follows:
<TABLE>
<CAPTION>


                                                           FOR THE THREE
                                                            MONTHS ENDED
                                                           MARCH 31, 1998
                                                           --------------
<S>                                                        <C>
                Total revenues. . . .  . . . . . . . . . . $ 13,682
                Total expense . . . .  . . . . . . . . . .   (8,128)
                                                           --------
                  Net income. . . . .  . . . . . . . . . .   $5,554
                                                           --------
                                                           --------
</TABLE>

4. STOCKHOLDERS' EQUITY

     A summary of the Company's stock option activity for the three months ended
March 31, 1998 is as follows:
<TABLE>
<CAPTION>

                                                        EXERCISE PRICE OF $3.85      EXERCISE PRICE OF $17.50 TO
                                                        (BELOW MARKET  PRICE AT      $29.44  (AT MARKET PRICE AT
                                                              GRANT DATE)                    GRANT DATE)                 TOTAL
                                                        -----------------------      ---------------------------         -----
<S>                                                     <C>                          <C>                              <C>
OPTIONS OUTSTANDING:

December  31, 1997. . . . . . . . . . . . . . . . . .                2,423,769                       2,364,277        4,788,046
Granted . . . . . . . . . . . . . . . . . . . . . . .                        -                         118,943          118,943
Exercised . . . . . . . . . . . . . . . . . . . . . .                  (19,378)                              -          (19,378)
Forfeited . . . . . . . . . . . . . . . . . . . . . .                        -                         (38,866)         (38,866)
Expired . . . . . . . . . . . . . . . . . . . . . . .                        -                               -                -
                                                                     ---------                       ---------        ---------
March 31, 1998. . . . . . . . . . . . . . . . . . . .                2,404,391                       2,444,354        4,848,745
                                                                     ---------                       ---------        ---------

OPTIONS EXERCISABLE AT MARCH 31, 1998                                2,404,391                          15,822        2,381,347
                                                                     ---------                       ---------        ---------
                                                                     ---------                       ---------        ---------
</TABLE>

5.  ACQUISITION OF TOOLEY & COMPANY

     On March 16, 1998, the Company purchased all of the issued and outstanding
capital stock of Tooley & Company, Inc. (Tooley), a California real estate
services company primarily engaged in office management and leasing.  The
Company paid cash of $23,100 for the capital stock, and paid an additional
$1,000 to two of the principals of Tooley as consideration for non-compete
agreements. The Company also agreed to pay the seller an additional $3,000 of
purchase price if Tooley achieves certain performance standards in the future,
as well as certain payments based upon the future performance of certain of
Tooley's projects. In connection with the acquisition, which was accounted for
using the purchase method of accounting, the Company recorded goodwill of
$17,375. The operations of Tooley are included in the Company's operations from
the date of acquisition. The Company borrowed $23,000 under its credit facility
to fund the purchase.


                                                                              5
<PAGE>

                       TRAMMELL CROW COMPANY AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


6. CONTINGENCIES

     At March 31, 1998, the Company has guaranteed $3,775 of real estate notes
payable of others. These notes are collateralized by the underlying real estate.
The Company has outstanding letters of credit totaling $12,165 at March 31,
1998, which expire at varying dates through July 1999.

     In addition, at March 31, 1998, the Company has several completion and
budget guarantees relating to development projects. Management does not expect
to incur any material losses under these guarantees.

     The Company and its subsidiaries are defendants in lawsuits that arose in
the normal course of business. In management's judgment, the ultimate liability,
if any, from such legal proceedings will not have a material effect on the
Company's financial position.


                                                                              6
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and the notes thereto included in Item 1 of
this Quarterly Report on Form 10-Q.

OVERVIEW

     Trammell Crow Company is one of the largest diversified commercial real
estate service firms in the United States. As a means of addressing the
comprehensive real estate service requirements of its diverse group of clients,
the Company is organized into five principal lines of business. Property
management services include serving the clients' needs with respect to all
aspects of building operations, tenant relations and oversight of building
improvement processes, primarily for building owners who do not occupy the
properties managed by the Company. Brokerage services include advising buyers,
sellers, landlords and tenants in connection with the sale and leasing of
office, industrial and retail space and land. Infrastructure management entails
providing comprehensive day-to-day occupancy related services, principally to
large corporations which occupy commercial facilities in multiple locations.
Specific infrastructure management services include administration, day-to-day
maintenance and repair of client occupied facilities and strategic functions
such as space planning, relocation coordination, facilities management and
portfolio management. The development and construction services provided by the
Company include financial planning, site acquisition, procurement of approvals
and permits, design and engineering coordination, construction bidding and
management and tenant finish coordination, project close-out and user move
coordination, general contracting and project finance advisory services. The
Company's retail services business provides tenant representation, disposition,
development and financial services to national and global retail customers.

Summarized operating data by business line for the quarters ended March 31, 1997
and 1998 (in thousands):


<TABLE>
<CAPTION>

                                                    Property                             Infrastructure
                                                   Management          Brokerage           Management
                                               ------------------  ------------------  ------------------
                                                 1997      1998      1997      1998      1997      1998
                                               --------  --------  --------  --------  --------  --------
<S>                                            <C>       <C>       <C>       <C>       <C>       <C>
Service revenues . . . . . . . . . . . .        $22,024   $24,887   $16,935   $25,533   $14,569   $22,890
Income from unconsolidated
   subsidiaries. . . . . . . . . . . . .              -         -         -         -         -         -
Gain on disposition of real estate . . .              -         -         -         -         -         -
Other. . . . . . . . . . . . . . . . . .          1,407     1,487       144        68       150        34
                                                -------   -------   -------   -------   -------   -------
Total revenues . . . . . . . . . . . . .         23,431    26,374    17,079    25,601    14,719    22,924
Operating costs and expenses . . . . . .         19,971    21,546    17,472    23,240    14,085    20,858
                                                -------   -------   -------   -------   -------   -------
Income (loss) before income taxes. . . .        $ 3,460   $ 4,828   $ (393)   $ 2,361   $   634   $ 2,066
                                                -------   -------   -------   -------   -------   -------
                                                -------   -------   -------   -------   -------   -------
EBITDA, as adjusted (1). . . . . . . . .        $ 4,872   $ 5,342   $ 1,049   $ 2,798   $ 1,396   $ 2,387
                                                -------   -------   -------   -------   -------   -------
                                                -------   -------   -------   -------   -------   -------

<CAPTION>

                                                Development and
                                                 Construction            Retail              Total
                                               ------------------  ------------------  ------------------

                                                 1997      1998      1997      1998      1997      1998
                                               --------  --------  --------  --------  --------  --------
<S>                                            <C>       <C>       <C>       <C>       <C>       <C>
Service revenues . . . . . . . . . . . .       $  5,206   $ 8,891    $  325    $2,727   $59,059   $84,928
Income from unconsolidated
Subsidiaries . . . . . . . . . . . . . .             58     2,415         -         -        58     2,415
Gain on disposition of real estate . . .            158       581       966       285     1,124       866
Other. . . . . . . . . . . . . . . . . .            152       425         4        28     1,857     2,042
                                               --------   -------    ------    ------   -------   -------
Total revenues . . . . . . . . . . . . .          5,574    12,312     1,295     3,040    62,098    90,251
Operating costs and expenses . . . . . .          6,807    11,411     1,139     2,628    59,474    79,683
                                               --------   -------    ------    ------   -------   -------
Income (loss) before income taxes. . . .       $(1,233)   $   901    $  156    $  412   $ 2,624   $10,568
                                               --------   -------    ------    ------   -------   -------
                                               --------   -------    ------    ------   -------   -------
EBITDA, as adjusted (1). . . . . . . . .       $  (485)   $ 2,350    $  340    $  771   $ 7,172   $13,648
                                               --------   -------    ------    ------   -------   -------
                                               --------   -------    ------    ------   -------   -------
</TABLE>



                                                                              7
<PAGE>

(1)  EBITDA, as adjusted, represents earnings before interest, income taxes,
     depreciation and amortization, royalty and consulting fees and profit
     sharing.  Management believes that EBITDA, as adjusted, can be a
     meaningful measure of the Company's operating performance, cash generation
     and ability to service debt.  However, EBITDA, as adjusted, should not be
     considered as an alternative either to: (i) net earnings (determined in
     accordance with GAAP); (ii) operating cash flow (determined in accordance
     with GAAP); or (iii) liquidity.  there can be no assurance that the
     Company's calculation of EBITDA, as adjusted, is comparable to similarly
     titled items reported by other companies.


RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1997

REVENUES.  The Company's total revenues grew $28.2 million, or 45.4%, to
$90.3 million in the first quarter of 1998 from $62.1 million in the first
quarter of 1997.

     Property management services revenue, which represented 27.6% of the
Company's total revenue in the first quarter of 1998, increased $2.9 million, or
13.2%, to $24.9 million in the first quarter of 1998 from $22.0 million in the
first quarter of 1997. This increase was partially due to an overall increase in
the number of square feet under management (resulting primarily from the
acquisition of Tooley).  In addition, a general increase in market rents and
decrease in vacancies has resulted in higher revenues for properties managed,
which in turn results in higher management fees to the Company since fees are
generally based on a percentage of property revenues.

     Brokerage services revenue, which represented 28.3% of the Company's first
quarter 1998 total revenue, increased $8.6 million, or 50.9%, to $25.5 million
in the first quarter of 1998 from $16.9 million in the first quarter of 1997.
The revenue growth resulted from an increase in the number of brokerage
transactions fueled by an increase of 48% in the average number of brokers
employed during the first quarter of 1998, as compared to the first quarter of
1997, coupled with a general increase in market rents.

     Infrastructure management services revenues, which represented 25.4% of the
Company's first quarter 1998 total revenue, increased $8.3 million, or 56.8%, to
$22.9 million in the first quarter of 1998 from $14.6 million in the first
quarter of 1997. The revenue growth resulted primarily from the addition of
three significant new customers in the financial services industry, and
expansion of services provided to another major customer.

     On a combined basis, development and construction service fees, gain on
disposition of real estate and income from unconsolidated subsidiaries totaled
$12.2 million in the first quarter of 1998, which represented 13.5% of the
Company's first quarter 1998 total revenue. These combined revenues increased
$5.8 million, or 90.1%, from $6.4 million in the first quarter of 1997. This
revenue growth was primarily due to incentive development fees earned on a
significant transaction in the first quarter of 1998, and income from
unconsolidated subsidiaries resulting from sale of the underlying real estate.

     Retail services revenue, which represented 3.0% of the Company's first
quarter 1998 total revenue, increased $2.4 million, or 800%, to $2.7 million in
the first quarter of 1998 from $.3 million in the first quarter of 1997,
primarily as a result of the acquisition of Doppelt & Company in August 1997.


OPERATING COSTS AND EXPENSES.  The Company's operating costs and expenses
increased by $20.2 million, or 33.9%, to $79.7 million in the first quarter of
1998 from $59.5 million in the first quarter of 1997. A 35.3% increase in
salaries, wages, and benefits is primarily due to the increased staffing
required for the infrastructure management services business, as well as
increases in staffing in other parts of the Company to support growth.
Additionally, compensation increased in the first quarter of 1998 from the
comparable period in 1997 due to the impact of the new compensation structure
adopted in connection with the Company's initial public offering (the
"Offering") in the fourth quarter of 1997. The increase in commissions of 56.4%
corresponds to the growth in the Company's brokerage services revenues. The
increase in general and administrative expenses is primarily due to a $2 million
increase in rent, travel and overhead costs of the infrastructure management
services business to accommodate the growth in the number of employees, coupled
with a company-wide increase in administrative costs resulting from the overall
increase in number of employees. The Company had no profit sharing expense in
the first quarter of 1998 as compared to $2.6 million in the first quarter of
1997, as the future profits participation under the Company's Profit Sharing
Plan were terminated in conjunction with the Offering. Additionally, the Company
had no royalty or consulting expenses in the first quarter of 1998 as compared
to $.5 million in the first quarter of 1997, because certain royalty and
consulting arrangements to which  the Company was a party were terminated
concurrent with the Offering.  Interest expense increased in the first quarter
of 1998 as a result of interest expensed on real estate development projects
that were completed and operated in 1998.


                                                                              8
<PAGE>

INCOME BEFORE INCOME TAXES.  The Company's income before income taxes increased
$8.0 million, to $10.6 million in the first quarter of 1998 from $2.6 million in
the first quarter of 1997 due to the increases in revenues and expenses
described above.

NET INCOME.  Net income increased $4.7 million, to $6.3 million in the first
quarter of 1998 from $1.6 million in the first quarter of 1997.

SEASONALITY

     The Company has experienced and expects to continue to experience quarterly
variations in revenues and net income as a result of several factors, including
the timing of transactions, the commencement of new contracts, revenue mix and
the timing of additional selling, general and administrative expenses to support
new business activities.  The Company's revenues tend to be higher in the last
quarter of the year than in the first three quarters because its clients have
demonstrated a tendency to close transactions toward the end of the year, which
causes the Company to earn more of its revenue under transaction-oriented
service contracts in the last quarter of the year.  In addition, an increasing
percentage of the Company's property management and infrastructure management
contracts provide for incentive payments if the Company achieves certain
performance targets.  Such incentive payments are generally earned in the fourth
quarter.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's liquidity and capital resources requirements include
expenditures for real estate held for sale and payments on notes payable
associated with its development and construction activities; the funding of
working capital needs, primarily accounts receivable from its clients and
affiliates; and the funding of capital investments. Historically, the Company
has financed its operations, investments and acquisitions with internally
generated funds, and additional liquidity has been available to the Company
through deferred compensation arrangements under its Profit Sharing Plan. The
Company terminated future profits participation under the Profit Sharing Plan in
connection with the Offering, and the Company expects that its cash flow from
operations in 1998 and future periods will be greater than in prior years as a
result of this change. In addition, the Company has historically financed its
development and construction services activities with construction loans secured
by underlying real estate.

     Net cash flow used in operating activities totaled $41.6 million for the
three months ended March 31, 1998, compared to $15.8 million in the same period
in 1997. The increased use of cash in operating activities is primarily due to a
significant increase in development activity and related expenditures for real
estate held for sale, and payment in 1998 of profit sharing distributions
totaling $8.9 million.

     Net cash flow used in investing activities totaled $22.4 million for the
three months ended March 31, 1998, compared to $1.3 million for the same period
in 1997. This change is primarily attributable to the acquisition of Tooley &
Company in March 1998.

     Net cash flow provided by financing activities totaled $32.4 million for
the three months ended March 31, 1998, compared to $.5 million for the same
period in 1997.  The increase in cash provided by financing activities is
primarily due to borrowings of $33 million as described below.


                                                                              9
<PAGE>

     On December 1, 1997, the Company obtained a $150 million master line of
credit from NationsBank of Texas, N.A., a national banking association (the
"NationsBank Facility"). The Company has borrowed, and expects to continue to
borrow, under the NationsBank Facility to finance future strategic acquisitions,
fund its co-investment activities and provide the Company with an additional
source of working capital. The NationsBank Facility contains various covenants
such as the maintenance of minimum equity and liquidity and covenants relating
to certain key financial data. The NationsBank Facility also includes
limitations on payment of cash dividends or other distributions of assets and
certain restrictions on investments and acquisitions that can be made by the
Company. The covenants contained in the NationsBank Facility and the amount of
the Company's other borrowings and contingent liabilities may have the effect of
limiting the credit available to the Company under the NationsBank Facility to
an amount less than the $150 million commitment. As of March 31, 1998, the
Company had borrowed $33.0 million under the NationsBank Facility, including
$10.0 million to fund its co-investment activities and $23.0 million for the
acquisition of Tooley, and the amount available thereunder was approximately
$113.8 million. In January and April 1998, the  Company amended the NationsBank
Facility to change limitations imposed by certain of the covenants. The shares
of certain wholly-owned subsidiaries having 5% or more of the consolidated
assets, revenues or earnings of the Company, and subsidiaries which are engaged
primarily in the business of real estate development and ownership, whose assets
are not subject to any financing, having more than 5% of the consolidated
assets, revenues or earnings of the Company, are pledged as security for this
credit facility.

     The Company intends to retain earnings to finance its growth and,
therefore, does not anticipate paying any dividends in the foreseeable future.
The Company believes that funds generated from operations, together with
existing cash and available credit under the NationsBank Facility will be
sufficient to finance its current operations, planned capital expenditure
requirements, payment obligations for development purchases and internal growth
for the foreseeable future. The Company's need, if any, to raise additional
funds to meet its working capital and capital requirements will depend upon
numerous factors, including the success and pace of its implementation of its
growth strategy. The Company regularly monitors capital raising alternatives to
be able to take advantage of available avenues to supplement its working
capital, including strategic corporate partnerships or other alliances, bank
borrowings and the sale of equity and/or debt securities.

IMPACT OF YEAR 2000

     The Company has begun to assess the impact of the Year 2000 issue on its
operations, including the processing of its own transactions and the processing
of transactions for customers under both property management contracts and
infrastructure management services contracts.

     Based on preliminary assessments, commenced in 1997, of the systems and
software used to process its own transactions, the Company believes that such
systems and software are Year 2000 compliant, or can be modified or replaced on
a timely basis to be compliant, without material cost to the Company. The
Company has recently begun assessments of the systems and software used to
process certain of its customers' transactions. Until the Company completes a
thorough assessment of its systems and software (including systems and software
used to process its customers' transactions), the Company cannot estimate the
costs and time period that will be required for any indicated modifications or
replacements of such systems and software. The Company expects to finish such
assessment, design an action plan (which will include specific remediation steps
and timetables, expected costs, and identification of the resources required for
implementation) and begin implementation of such action plan during 1998.

     The Company also recognizes that Year 2000 issues could have an extensive
impact on the physical operation of buildings managed by the Company, such as
operation of elevators and energy management and security access systems.
Included in the Company's plans for addressing Year 2000 issues is a program to
assist the Company's customers with the identification and remediation of Year
2000 issues associated with critical systems at the customers' properties.

     In addition, the Company has begun discussions with its vendors regarding
the need to be Year 2000 compliant. Although the Company has no reason to
believe that its vendors are not Year 2000 compliant (or will not be compliant
on a timely basis), the Company is unable to determine at this time the effect
that non-compliance by vendors would have on the Company's operations.

FORWARD-LOOKING STATEMENTS

     Certain statements contained or incorporated by reference in this Quarterly
Report on Form 10-Q, including without limitation statements containing the
words "believes" "anticipates," "expects" and words of similar import, are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other matters which may cause the actual
results, performance or achievements of the Company or industry results to be
materially


                                                                             10
<PAGE>

different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such risks, uncertainties and other
matters include, but are not limited to,(i) the fact that a significant portion
of the Company's historic revenues have been derived from significant business
activities with certain entities which are affiliated with a significant
stockholder, (ii) the conduct of investment or development activities by
affiliates  that are directly competitive with the Company's activities,
(iii) confusion that may be created in the market place between the Company and
such affiliates, (iv) the control over the affairs and policies of the Company
that could be exercised by the Company's directors, officers, employees and
affiliates due to their significant stock ownership, (v) the Company's ability
to continue to pursue an aggressive growth strategy (including through
acquisitions), (vi) the ability of the Company to manage fluctuations in the
Company's net earnings and cash flow which could result from the Company's
increased participation as a principal in real estate investments, (vii) the
Company's ability to compete in highly competitive national and local business
lines and (viii) the Company's ability to attract and retain qualified personnel
in all areas of its business (particularly management). In addition, the
Company's ability to achieve certain anticipated results will be subject to
other factors affecting the Company's business that are beyond the Company's
control, including but not limited to general economic conditions and the effect
of government regulation on the conduct of the Company's business. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such statements or publicly announce any updates or revisions to any of the
forward-looking statements contained herein to reflect any change in the
Company's expectation with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.


                                                                             11
<PAGE>

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     From time to time, the Company is involved in litigation incidental to its
business. In the Company's opinion, no litigation to which the Company is
currently a party, if decided adversely to the Company, is likely to have a
material adverse effect on the Company's results of operation or financial
condition.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Exhibits:
               10.1   First Amendment of Credit Agreement dated as of December
                      1, 1997 among the Company, NationsBank of Texas, N.A. and
                      Bankers Trust Company - January 29, 1998

              10.2    Second Amendment of Credit Agreement dated as of December
                      1, 1997 among the Company, NationsBank of Texas, N.A. and
                      Bankers Trust Company - April 27, 1998

               27     Financial Data Schedule

        (b)    none


                                                                             12
<PAGE>

                                      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.

                                TRAMMELL CROW COMPANY


                                By:      /s/ William P. Leiser
                                    ------------------------------------------
                                                 William P. Leiser
                                       EXECUTIVE VICE PRESIDENT AND TREASURER
                                         (CHIEF ACCOUNTING OFFICER AND DULY
                                    AUTHORIZED TO SIGN THIS REPORT ON BEHALF OF
                                                  THE REGISTRANT)

Date: July 17, 1998


                                                                             13