<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

           For the quarterly period ended March 31, 2000

                                       OR

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


                         Commission file number 0-22725


                            CRESCENT OPERATING, INC.
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Delaware                               75-2701931
----------------------------------------  ------------------------------------
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

     306 West 7th Street, Suite 1000
            Fort Worth, Texas                            76102
----------------------------------------  ------------------------------------
(Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code (817) 339-2200


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 [ ]


Number of shares of Common Stock, $.01 par value, outstanding as of
May 12, 2000: 11,414,963


<PAGE>   2


                            CRESCENT OPERATING, INC.
                                    FORM 10-Q
                                TABLE OF CONTENTS



                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                                            Page
<S>                                                                                                                        <C>
Item 1.   Financial Statements:

          Consolidated Balance Sheets........................................................................................3

          Consolidated Statements of Operations..............................................................................4

          Consolidated Statement of Changes in Shareholders' Equity (Deficit)................................................5

          Consolidated Statements of Cash Flows..............................................................................6

          Notes To Consolidated Financial Statements (Unaudited).............................................................7

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.............................14

Item 3.   Quantitative and Qualitative Disclosures About Market Risk........................................................25


                                               PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.................................................................................................25

Item 2.   Change in Securities and Use of Proceeds..........................................................................25

Item 3.   Defaults Upon Senior Securities...................................................................................26

Item 4.   Submission of Matters to a Vote of Security Holders...............................................................26

Item 5.   Other Information.................................................................................................26

Item 6.   Exhibits and Reports on Form 8-K..................................................................................26
</TABLE>


                                       2

<PAGE>   3



                            CRESCENT OPERATING, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)


<TABLE>
<CAPTION>
                                                                  March 31, 2000      December 31, 1999
                                                                  --------------      -----------------
                                                                    (unaudited)          (audited)
<S>                                                               <C>                  <C>
                               ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                       $       36,973       $       39,017
  Accounts receivable, net                                                60,288               51,638
  Inventories                                                             57,509               47,442
  Real estate                                                            117,415              121,412
  Prepaid expenses and other current assets                               12,804               14,714
                                                                  --------------       --------------
     Total current assets                                                284,989              274,223
                                                                  --------------       --------------

PROPERTY AND EQUIPMENT, NET                                              208,604              215,764
                                                                  --------------       --------------

INVESTMENTS                                                               86,768               80,470
                                                                  --------------       --------------

OTHER ASSETS
  Real estate                                                             87,931               83,147
  Intangible assets, net                                                  90,670               92,077
  Other assets                                                            50,998               49,972
                                                                  --------------       --------------
     Total other assets                                                  229,599              225,196
                                                                  --------------       --------------

TOTAL ASSETS                                                      $      809,960       $      795,653
                                                                  ==============       ==============

           LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $       79,462       $       80,396
  Accounts payable - CEI                                                  17,036                9,250
  Current portion of long-term debt - CEI                                  7,352                8,000
  Current portion of long-term debt                                       61,901               69,459
  Deferred revenue                                                        60,041               62,864
                                                                  --------------       --------------
     Total current liabilities                                           225,792              229,969

LONG-TERM DEBT - CEI, NET OF CURRENT PORTION                             212,263              208,744

LONG-TERM DEBT, NET OF CURRENT PORTION                                   151,132              135,671

OTHER LIABILITIES                                                         61,624               59,837
                                                                  --------------       --------------

     Total liabilities                                                   650,811              634,221
                                                                  --------------       --------------

MINORITY INTERESTS                                                       182,598              181,954
                                                                  --------------       --------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value, 10,000 shares authorized,
        no shares issued or outstanding                                       --                   --
Common stock, $.01 par value, 22,500 shares authorized,
      11,415 shares issued                                                   114                  114
Additional paid-in capital                                                17,714               17,714
Deferred compensation on restricted shares                                  (198)                (198)
Accumulated comprehensive income (loss)                                  (11,072)             (10,127)
Retained deficit                                                         (25,701)             (23,719)
Treasury stock at cost, 1,103 shares                                      (4,306)              (4,306)
                                                                  --------------       --------------
     Total shareholders' equity (deficit)                                (23,449)             (20,522)
                                                                  --------------       --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)              $      809,960       $      795,653
                                                                  ==============       ==============
</TABLE>


         See accompanying notes to the consolidated financial statements.

                                        3

<PAGE>   4


                            CRESCENT OPERATING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            (Amounts in thousands, except per share data, unaudited)

<TABLE>
<CAPTION>
                                                                                       For the three        For the three
                                                                                       months ended         months ended
                                                                                      March 31, 2000       March 31, 1999
                                                                                      --------------       --------------
<S>                                                                                   <C>                  <C>
REVENUES
   Equipment sales & leasing                                                          $       36,247       $       27,159
   Hospitality                                                                                72,210               63,032
   Land development                                                                           59,094               46,557
                                                                                      --------------       --------------
      Total revenues                                                                         167,551              136,748
                                                                                      --------------       --------------
OPERATING EXPENSES
   Equipment sales & leasing                                                                  35,771               26,650
   Hospitality                                                                                53,781               46,996
   Hospitality properties rent - CEI                                                          16,264               13,526
   Land development                                                                           52,790               44,861
   Corporate general and administrative                                                          972                  420
                                                                                      --------------       --------------

      Total operating expenses                                                               159,578              132,453
                                                                                      --------------       --------------

INCOME FROM OPERATIONS                                                                         7,973                4,295
                                                                                      --------------       --------------

INVESTMENT INCOME                                                                              5,505               10,007
                                                                                      --------------       --------------

OTHER (INCOME) EXPENSE
   Interest expense                                                                            8,014                6,185
   Interest income                                                                              (864)                (808)
   Other                                                                                          91                  (76)
                                                                                      --------------       --------------

      Total other (income) expense                                                             7,241                5,301
                                                                                      --------------       --------------

INCOME BEFORE INCOME TAXES
    AND MINORITY INTERESTS                                                                     6,237                9,001

INCOME TAX PROVISION                                                                           1,488                  372
                                                                                      --------------       --------------

INCOME BEFORE MINORITY INTERESTS                                                               4,749                8,629

MINORITY INTERESTS                                                                            (6,731)              (5,215)
                                                                                      --------------       --------------

NET INCOME (LOSS)                                                                     $       (1,982)      $        3,414
                                                                                      ==============       ==============

EARNINGS (LOSS) PER SHARE
   Basic                                                                              $        (0.19)      $         0.32
                                                                                      ==============       ==============
   Diluted                                                                            $        (0.19)      $         0.31
                                                                                      ==============       ==============

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                                                                      10,312               10,522
                                                                                      ==============       ==============
   Diluted                                                                                    10,312               11,151
                                                                                      ==============       ==============
</TABLE>


         See accompanying notes to the consolidated financial statements.


                                        4


<PAGE>   5




                            CRESCENT OPERATING, INC.
       CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                        (Amounts in thousands, unaudited)


<TABLE>
<CAPTION>

                                                        Common stock                   Treasury stock
                                             -----------------------------    -----------------------------      Additional
                                                Shares           Amount          Shares           Amount       paid-in capital
                                             ------------     ------------    ------------     ------------    ---------------
<S>                                          <C>             <C>              <C>             <C>              <C>
BALANCE at December 31, 1999                       11,415     $        114          (1,103)    $     (4,306)    $     17,714

Comprehensive income (loss):
     Net loss                                          --               --              --               --               --
     Unrealized loss on Magellan warrants              --               --              --               --               --

Comprehensive income (loss)
                                             ------------     ------------    ------------     ------------     ------------
BALANCE at March 31, 2000                          11,415     $        114          (1,103)    $     (4,306)    $     17,714
                                             ============     ============    ============     ============     ============
</TABLE>


<TABLE>
<CAPTION>
                                               Deferred
                                             compensation      Accumulated
                                             on restricted    comprehensive     Retained
                                                shares        income (loss)      deficit           Total
                                             ------------     ------------     ------------     ------------
<S>                                          <C>              <C>              <C>              <C>
BALANCE at December 31, 1999                 $       (198)    $    (10,127)    $    (23,719)    $    (20,522)

Comprehensive income (loss):
     Net loss                                          --               --           (1,982)          (1,982)
     Unrealized loss on Magellan warrants              --             (945)              --             (945)
                                                                                                ------------
Comprehensive income (loss)                                                                           (2,927)
                                             ------------     ------------     ------------     ------------
BALANCE at March 31, 2000                    $       (198)    $    (11,072)    $    (25,701)    $    (23,449)
                                             ============     ============     ============     ============
</TABLE>



            See accompanying notes to the consolidated financial statements.


                                       5

<PAGE>   6

                                 CRESCENT OPERATING, INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Amounts in thousands, unaudited)


<TABLE>
<CAPTION>

                                                                                       For the                  For the
                                                                                  Three Months Ended       Three Months Ended
                                                                                    March 31, 2000           March 31, 1999
                                                                                  ------------------       -------------------
<S>                                                                                 <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                                $       (1,982)          $        3,414
   Adjustments to reconcile net income (loss)
     to net cash used in operating activities:
       Depreciation                                                                          5,391                    4,591
       Amortization                                                                          2,620                    3,195
       Provision for deferred income taxes                                                  (1,018)                  (3,001)
       Equity in income of unconsolidated subsidiaries                                      (3,987)                  (8,201)
       Minority interests                                                                    6,731                    5,215
       Gain on sale of property and equipment                                                 (892)                    (618)
       Gain on sale of investments                                                          (1,518)                  (1,806)
       Changes in assets and liabilities, net of effects from acquisitions:
           Accounts receivable                                                              (8,649)                  (4,073)
           Inventories                                                                       2,924                   (5,708)
           Prepaid expenses and current assets                                              (4,411)                     300
           Real estate                                                                         612                   (7,671)
           Other assets                                                                       (100)                     384
           Accounts payable and accrued expenses                                            (7,733)                  (5,434)
           Accounts payable - CEI                                                            7,823                    3,415
           Deferred revenue, current and noncurrent                                          2,190                    2,390
           Other liabilities                                                                     4                      761
                                                                                    --------------           --------------
                Net cash used in operating activities                                       (1,995)                 (12,847)
                                                                                    --------------           --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of business interests, net of cash acquired                                      (44)                 (15,489)
  Acquisition of business interests by
      Controlled Subsidiaries, net of cash acquired                                           (550)                  (4,674)
  Purchases of property and equipment                                                      (15,679)                  (6,741)
  Proceeds from sale of investments                                                          2,398                   21,273
  Proceeds from sale of property and equipment                                               8,342                    4,135
  Net proceeds from sale and collection of notes receivable                                  5,698                    1,025
  Net distributions from investments                                                         1,055                      504
  Distributions from investments of Controlled Subsidiaries                                     21                    5,690
  Contributions to investments of Controlled Subsidiaries                                       --                     (234)
                                                                                    --------------           --------------
                Net cash provided by investing activities                                    1,241                    5,489
                                                                                    --------------           --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of long-term debt                                                                49,955                   41,444
  Payments on long-term debt                                                               (24,611)                 (29,328)
  Proceeds of long-term debt - CEI                                                              --                   24,195
  Payments on long-term debt - CEI                                                         (19,186)                 (36,584)
  Capital contributions by minority interests                                                  373                    3,489
  Distributions to minority interests                                                       (6,460)                  (5,537)
  Purchase of treasury stock                                                                    --                   (1,399)
  Other                                                                                     (1,361)                    (860)
                                                                                    --------------           --------------
                Net cash used in financing activities                                       (1,290)                  (4,580)
                                                                                    --------------           --------------

NET DECREASE IN CASH AND
  CASH EQUIVALENTS                                                                          (2,044)                 (11,938)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                                                       39,017                   42,810
                                                                                    --------------           --------------

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                                                     $       36,973           $       30,872
                                                                                    ==============           ==============
</TABLE>


        See accompanying notes to the consolidated financial statements.


                                        6


<PAGE>   7


                            CRESCENT OPERATING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. ORGANIZATION AND BASIS OF PRESENTATION:

Crescent Operating, Inc. was formed on April 1, 1997 by Crescent Real Estate
Equities Company ("CEI" or "Crescent Equities") and its subsidiary Crescent Real
Estate Equities Limited Partnership ("Crescent Partnership"). Effective June 12,
1997, CEI distributed shares of Crescent Operating, Inc. common stock to
shareholders of CEI and unit holders of Crescent Partnership of record on May
30, 1997.

Crescent Operating, Inc. ("Crescent Operating" or "COPI") is a diversified
management company that, through various subsidiaries and affiliates
(collectively with Crescent Operating, the "Company"), currently operates
primarily in four business segments: Equipment Sales and Leasing, Hospitality,
Temperature Controlled Logistics (formerly Refrigerated Warehousing) and Land
Development. Through these segments, Crescent Operating does business throughout
the United States.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the audited financial statements and related footnotes of the Company for
the fiscal year ended December 31, 1999 included in the Company's Form 10-K. In
management's opinion, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of the consolidated
unaudited interim financial statements have been included and all significant
intercompany balances and transactions have been eliminated. Certain prior
period information has been reclassified to conform to current period
presentation. Due to acquisitions and seasonal fluctuations, operating results
for interim periods reflected are not necessarily indicative of the results that
may be expected for a full fiscal year.

The financial results of the Company include the following:

     o    Subsidiaries which are wholly owned and consolidated:

          --   Crescent Machinery Company ("Crescent Machinery");

          --   Rosestar Management LLC ("Rosestar"); and

          --   COI Hotel Group, Inc. ("COI Hotel").

     o    Subsidiaries which are not wholly owned but the Company controls and
          therefore consolidates ("Controlled Subsidiaries"):

          --   A 5% economic interest in:

               -    The Woodlands Land Company, Inc. ("LandCo") which has a
                    42.5% general partner interest in The Woodlands Land
                    Development Company, L.P. ("Landevco");

               -    Desert Mountain Development Corporation ("Desert Mountain
                    Development") which consolidates its 93% general partner
                    interest in Desert Mountain Properties Limited Partnership
                    ("DMPLP"); and

               -    CRL Investments, Inc. ("CRL"), which beneficially owns 60%
                    of CR Las Vegas, LLC ("CR Las Vegas") and 20% of CR License,
                    LLC ("CR License").

          --   A 50% general partner interest in COPI Colorado, L.P. ("COPI
               Colorado") which owns 10% of Crescent Development Management
               Corp. ("CDMC"). The 10% interest in CDMC represents 100% of the
               voting stock, and therefore, CDMC is consolidated into COPI
               Colorado.


                                       7

<PAGE>   8

     o    Subsidiaries which the Company reports on the equity method of
          accounting:

           --  A 52.5% interest (42.5% in 1999) in the Woodlands Operating
               Company, L.P. ("TWOC");

           --  A 40% interest in Vornado Crescent Logistics Operating
               Partnership ("AmeriCold Logistics");

           --  A direct 25% common membership interest in Charter Behavioral
               Health Systems, LLC ("CBHS");

           --  An indirect 65% common membership interest in CBHS held through a
               limited partner interest in COPI CBHS Holdings, L.P.; and

           --  A 1% interest in each of Crescent CS Holdings Corporation ("CS
               I") and Crescent CS Holdings II Corporation ("CS II"),
               (collectively, "Temperature Controlled Logistics Partnerships").

2. RECENT DEVELOPMENTS:

HOSPITALITY

Effective January 31, 2000, Houston Center Athletic Club Venture ("HCAC") sold
substantially all of its assets to an unrelated party. Through a wholly owned
subsidiary, the Company received proceeds from the sale of $2.4 million
resulting in an approximate $1.5 million gain which was recognized by Crescent
Operating in the first quarter of 2000.

Effective February 1, 2000, The Varma Asset Management Agreements were
terminated by mutual agreement of the parties; at the same time, Crescent
Operating and its hospitality subsidiaries entered into a Master Asset
Management and Administrative Services Agreement with Sonoma Management Company
("SMC") to manage the Company's hotel and resort properties (excluding Canyon
Ranch - Lenox, Canyon Ranch - Tucson, the Hyatt Regency Beaver Creek, the Sonoma
Mission Inn and Spa, the Sonoma Mission Inn Golf and Country Club and the
Ventana Inn and Spa). At the same time, the Company's hospitality subsidiaries
accepted assignment from the owners of the Sonoma Mission Inn and Spa, the
Sonoma Mission Inn Golf and Country Club and the Ventana Inn and Spa of its
property management agreements with SMC. The principals of SMC are Sanjay and
Johanna Varma and Crescent Equities is an equity owner in SMC. Payment of
obligations under the Master Asset Management and Administrative Services
Agreement are guaranteed by the Company. For each property for which it provides
asset management services, SMC will receive a base fee equal to 0.85% of gross
revenues of the property managed plus an incentive fee of 50% of actual net
income in excess of budgeted net income. For each property for which it provides
property management services, SMC will receive a base fee equal to 2.0% of gross
revenues of the property plus an incentive fee of 20% of net operating income in
excess of 12% annual return on investment to owner.

LAND DEVELOPMENT

In accordance with an agreement between Gerald Haddock and the Company, COPI
Colorado redeemed the limited partnership interest of Mr. Haddock, the Company's
former Chief Executive Officer and President, in January 2000. COPI Colorado
paid Mr. Haddock approximately $2.6 million for his approximate 16.67% limited
partner interest (determined from an independent appraisal of the value of COPI
Colorado). Mr. Haddock reserved the right to challenge the valuation performed
by the independent appraiser.

OTHER

On February 16, 2000, CBHS petitioned for relief under Chapter 11 of the United
States Bankruptcy Code. Under the protection of the bankruptcy court, CBHS
intends to sell and liquidate, in a controlled fashion, all of its ongoing
business. In conjunction with the filing by CBHS of the bankruptcy petition,
COPI Healthcare, Inc. ("COPI Healthcare"), a newly formed wholly owned
subsidiary of Crescent Operating, entered into an agreement with CBHS for the
acquisition by COPI Healthcare of CBHS' core business ("Asset Purchase
Agreement"), which consists of the assets used in the operation of 37 behavioral
healthcare facilities for, $24.5 million. The closing of the transactions
contemplated by the Asset Purchase Agreement was subject to bankruptcy court
approval and other conditions. The Asset Purchase Agreement terminated by its
own terms on April 16, 2000 because not all of the conditions precedent to
closing had been met by that date.


                                       8

<PAGE>   9


Effective April 27, 2000, the Company's shares began trading on the OTC Bulletin
Board. The shares, which previously had been traded on The Nasdaq National
Market and had moved to The Nasdaq SmallCap Market effective April 6, 2000 but
did not meet the standards for continued listing in these markets, retained the
same trading symbol, COPI.

3. INVESTMENTS:

Investments consisted of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                                                        March 31, 2000       December 31, 1999
                                                                        --------------       -----------------
<S>                                                                     <C>                   <C>
Investment in Landevco ..........................................       $       46,561        $       41,186
Investment in CDMC projects .....................................               16,590                11,254
Investment in AmeriCold Logistics ...............................                9,299                11,791
Investment in CR Las Vegas ......................................                8,356                 8,356
Investment in CR License ........................................                2,797                 2,797
Investment in Temperature Controlled Logistics Partnerships .....                2,546                 3,068
Investment in Magellan warrants .................................                1,429                 2,374
Investment in HCAC ..............................................                   --                   864
Investment in TWOC ..............................................                 (810)               (1,220)
                                                                        --------------        --------------
                                                                        $       86,768        $       80,470
                                                                        ==============        ==============
</TABLE>

Investment income consisted of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                                                      Three months ended    Three months ended
                                                                        March 31, 2000        March 31, 1999
                                                                        --------------        --------------
<S>                                                                     <C>                   <C>
Equity in income of Landevco ....................................       $        5,375        $        4,581
Gain on sale of HCAC ............................................                1,518                    --
Equity in income of CDMC Projects ...............................                  942                 3,355
Equity in income of TWOC ........................................                  920                   275
Equity in income of Temperature Controlled
   Logistics Partnerships .......................................                   24                    61
Equity in income of HCAC ........................................                    8                    67
Hicks-Muse income ...............................................                   --                   239
Gain on sale of CS I and CS II ..................................                   --                 1,493
Equity in loss of Transportal Network ...........................                 (790)                   --
Equity in loss of AmeriCold Logistics ...........................               (2,492)                  (64)
                                                                        --------------        --------------
                                                                        $        5,505        $       10,007
                                                                        ==============        ==============
</TABLE>

A summary of financial information for the Company's investment in AmeriCold
Logistics, which is a significant unconsolidated investment, is presented below
(amounts in thousands).

<TABLE>
<CAPTION>
                                                           AmeriCold Logistics
                                                          --------------------
                                                           Three months ended
                                                            March 31, 2000
                                                          --------------------
<S>                                                       <C>
Revenues ............................................       $      164,276
Gross profit ........................................       $        4,483
Net income (loss) ...................................       $       (6,230)

Crescent Operating's equity
    in income (loss) of subsidiary ..................       $       (2,492)
</TABLE>



                                        9

<PAGE>   10

4. INTANGIBLE ASSETS:

Intangible assets consisted of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                                         March 31, 2000      December 31, 1999
                                                         --------------      -----------------
<S>                                                      <C>                  <C>
Goodwill, net - Crescent Machinery ...............       $       13,849       $       13,925
Goodwill, net - RoseStar .........................                1,363                1,417
Goodwill, net - COPI Colorado ....................               41,745               41,798
Membership intangible, net - DMPLP ...............               33,713               34,937
                                                         --------------       --------------
                                                         $       90,670       $       92,077
                                                         ==============       ==============
</TABLE>

5. LONG-TERM DEBT:

The Company's long-term debt facilities are composed of (i) corporate and
wholly-owned debt, and (ii) non wholly-owned debt. Corporate and wholly-owned
debt relates to debt facilities at the Crescent Operating level or owed by
entities which are owned 100% by Crescent Operating. Non wholly-owned debt
represents non-recourse debt owed by entities which are consolidated in the
Company's financial statements but are not 100% owned by the Company; the
Company's economic investment in these entities is 5% or less. Following is a
summary of the Company's debt financing (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                      March 31, 2000       December 31, 1999
                                                                                    -----------------      -----------------
<S>                                                                                 <C>                   <C>
      LONG-TERM DEBT - CORPORATE AND WHOLLY-OWNED SUBSIDIARIES

      Equipment notes payable to various finance companies, weighted average
      interest of 8.5% due 2000 through 2007 (Crescent Machinery) ................. $        101,773      $        102,539

      Floor plan debt payable, three to twelve month terms at 0% interest
      (Crescent Machinery) ........................................................           24,437                21,556

      Note payable to Crescent Partnership, interest at 9%, due May 2002 (COPI) ...           19,500                19,500

      Line of credit in the amount of $17.2 million payable to Crescent
      Partnership, interest at 12%, due May 2002 or five years after the last
      draw (COPI) .................................................................           17,200                17,200

      Line of credit in the amount of $15.0 million payable to Bank of America,
      interest at LIBOR plus 1%, due August 31, 2001 (COPI) .......................           15,000                15,000

      Note payable to Crescent Partnership, interest at 12%, due through May
      2002  (COPI) ................................................................           13,824                13,824

      Note payable to Crescent Partnership, interest at 12%, due May 2002 (COPI) ..            9,000                 9,000

      Notes payable to the sellers of equipment companies, weighted average
      interest of 7.8%, due 2000 through 2003 (COPI) ..............................            6,110                 7,255
</TABLE>


                                       10

<PAGE>   11

<TABLE>
<CAPTION>
                                                                                     MARCH 31, 2000       DECEMBER 31, 1999
                                                                                     --------------       -----------------

<S>                                                                                 <C>                   <C>
      Notes payable to Crescent Partnership, weighted average interest of 10.1%,
      due 2002 through 2006 (RoseStar/COI Hotel) ..................................            1,970                 2,571
                                                                                    ----------------      ----------------

                 Total debt - corporate and wholly-owned subsidiaries .............          208,814               208,445
                                                                                    ----------------      ----------------

      LONG-TERM DEBT - NON WHOLLY-OWNED SUBSIDIARIES

      Junior note payable to Crescent Partnership, interest at 14%, due December
      2010 (DMPLP) ................................................................           60,000                60,000

      Construction loans for various East West Resort Development projects,
      interest at 7.75% to 13.9%, due through 2005 (CDMC) .........................           52,635                45,024

      Line of credit in the amount of $56.2 million payable to Crescent
      Partnership, interest at 11.5%, due August 2004 (CDMC) ......................           46,187                49,357

      Line of credit in the amount of $40.0 million payable to Crescent
      Partnership, interest at 11.5%, due December 2006 (CDMC) ....................           20,642                14,459

      Line of credit in the amount of $22.9 million payable to Crescent
      Partnership, interest at 12%, due January 2003 (CDMC) .......................           17,378                16,418

      Line of credit in the amount of $45.0 million payable to National Bank of
      Arizona, interest at prime to prime plus 1%, due June 2000 (DMPLP) ..........           13,077                13,756

      Line of credit in the amount of $7.0 million payable to Crescent
      Partnership, interest at 12%, due August 2003 (CRL) .........................            5,666                 5,666

      Term loan in the amount of $5.6 million payable to Crescent Partnership,
      interest ranging from 12% to 15%, due March 2001 (CDMC) .....................            5,600                     -

      Note payable to Crescent Partnership, interest at 12%, due June 2005 (CDMC)..            2,649                 2,649

      Senior note payable to Crescent Partnership, interest at 10%, due December
      2005 (DMPLP) ................................................................                -                 6,100
                                                                                    ----------------      ----------------

                Total debt - non wholly-owned subsidiaries ........................          223,834               213,429
                                                                                    ----------------      ----------------

                Total long-term debt .............................................. $        432,648      $        421,874
                                                                                    ================      ================

      Current portion of long-term debt - CEI ..................................... $          7,352      $          8,000

      Current portion of long-term debt ...........................................           61,901                69,459

      Long-term debt - CEI, net of current portion ................................          212,263               208,744

      Long-term debt, net of current portion ......................................          151,132               135,671
                                                                                    ----------------      ----------------

                Total long-term debt .............................................. $        432,648      $        421,874
                                                                                    ================      ================
</TABLE>


                                       11

<PAGE>   12

6. OTHER LIABILITIES

Other liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                               March 31, 2000       December 31, 1999
                                               --------------       -----------------
<S>                                            <C>                  <C>
Deferred revenue .......................       $       54,129       $          50,964
Deferred hospitality rent ..............                4,701                   4,698
Other ..................................                2,794                   4,175
                                               --------------       -----------------
                                               $       61,624       $          59,837
                                               ==============       =================
</TABLE>

7. EARNINGS PER SHARE:

Earnings per share ("EPS") is calculated as follows (in thousands, except per
share data):

<TABLE>
<CAPTION>
                                       Three months ended March 31, 2000     Three months ended March 31, 1999
                                       ---------------------------------     ---------------------------------
                                          Net       Wtd Avg.   Per Share       Net       Wtd. Avg.   Per Share
                                        Income       Shares     Amount        Income      Shares      Amount
                                       --------     --------   --------      --------    --------    ---------
<S>                                    <C>          <C>        <C>           <C>         <C>       <C>
BASIC EPS .........................    $ (1,982)      10,312   $  (0.19)     $  3,414      10,522    $   0.32

EFFECT OF DILUTIVE SECURITIES:
Stock Options .....................          --           --                       --         629
                                       --------     --------                 --------    --------

DILUTED EPS .......................    $ (1,982)      10,312   $  (0.19)     $  3,414      11,151    $   0.31
                                       ========     ========   ========      ========    ========    ========
</TABLE>

The Company had 1,342,392 and 70,600 options for its common stock outstanding at
March 31, 2000 and 1999, respectively, which were not included in the
calculation of diluted EPS as they were anti-dilutive.

8. INCOME TAXES:

The table below shows the reconciliation of the federal statutory income tax
rate to the effective tax rate.

<TABLE>
<CAPTION>
                                                             Three months ended       Three months ended
                                                               March 31, 2000           March 31, 1999
                                                              ----------------         ----------------
<S>                                                          <C>                      <C>
Federal statutory income tax rate .....................                   35.0%                    35.0%
State income taxes, net of federal tax benefit ........                    5.0                      5.0
Minority interests ....................................                  (15.5)                    (2.0)
Change in valuation allowance .........................                     --                    (30.2)
Other, net ............................................                   (0.6)                    (3.7)
                                                              ----------------         ----------------
            Effective tax rate ........................                   23.9%                     4.1%
                                                              ================         ================
</TABLE>


                                       12

<PAGE>   13


9. BUSINESS SEGMENT INFORMATION:

Crescent Operating's assets and operations are located entirely within the
United States and are comprised of four business segments: (i) Equipment Sales
and Leasing, (ii) Hospitality, (iii) Temperature Controlled Logistics and (iv)
Land Development. In addition to these four business segments, the Company has
grouped its investment in Magellan warrants, investment in Hicks-Muse (sold in
March 1999), investment in CBHS, interest expense on corporate debt and general
corporate overhead costs such as legal and accounting costs, insurance costs
and corporate salaries as "Other" for segment reporting purposes. The Company
has written off its entire investment and has no obligation or commitment to
fund CBHS' ongoing operations. As a result of the write-off, the Company does
not anticipate that it will recognize any additional CBHS losses for accounting
purposes, and no longer reports its operations related to CBHS as a separate
segment. The Company does incur costs of ownership related to the CBHS
investment, such as legal and accounting costs, and COPI Healthcare incurred
costs related to due diligence on the assets it had offered to purchase out of
bankruptcy. The Company uses net income as the measure of segment profit or
loss.

Business segment information is summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                           Three months ended
                                               ----------------------------------------
                                                March 31, 2000           March 31, 1999
                                               ----------------        -----------------
<S>                                            <C>                    <C>
Revenues:
   Equipment Sales and Leasing .........       $         36,247        $          27,159
   Hospitality .........................                 72,210                   63,032
   Temperature Controlled Logistics ....                     --                       --
   Land Development ....................                 59,094                   46,557
   Other ...............................                     --                       --
                                               ----------------        -----------------
   Total revenues ......................       $        167,551        $         136,748
                                               ================        =================

Net income (loss):
   Equipment Sales and Leasing .........       $         (1,184)       $            (447)
   Hospitality .........................                  2,191                    1,536
   Temperature Controlled Logistics ....                 (1,966)                     894
   Land Development ....................                    728                      133
   Other ...............................                 (1,751)                   1,298
                                               ----------------        -----------------
   Total net income (loss) .............       $         (1,982)       $           3,414
                                               ================        =================

                                                March 31, 2000         December 31, 1999
                                               ----------------        -----------------
Identifiable assets:
   Equipment Sales and Leasing .........       $        188,930        $         184,964
   Hospitality .........................                 46,723                   44,805
   Temperature Controlled Logistics ....                 14,310                   16,337
   Land Development ....................                543,927                  535,911
   Other ...............................                 16,070                   13,636
                                               ----------------        -----------------
   Total identifiable assets ...........       $        809,960        $         795,653
                                               ================        =================
</TABLE>


                                       13

<PAGE>   14


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

The information in this Item 2 should be read in conjunction with the interim
consolidated financial statements and the accompanying notes presented in Item 1
to this Form 10-Q. The financial statements include all adjustments which
management believes are necessary to reflect a fair statement of the financial
results for the interim periods presented. All such adjustments are of a normal
and recurring nature. The information contained in this Item 2 should also be
read in conjunction with the more detailed information included in the Company's
Form 10-K for the year ended December 31, 1999. Capitalized terms used but not
otherwise defined in this Item 2 have the meanings given to them in the notes to
the financial statements included in Item 1.

This Form 10-Q 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. Although the Company believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, the Company's actual results could differ materially
from those the Company expects to achieve. Some of the factors that might cause
such a difference include:

     o    the impact of changes in the industries in which the Company's
          businesses and investments operate and the economic, demographic and
          other competitive conditions affecting those industries, the Company's
          cash flows and the value of the Company's investments,

     o    the relatively high levels of debt that the Company maintains and the
          Company's ability to generate revenue sufficient to meet debt service
          payments and other operating expenses,

     o    the possibility that the Company's outstanding debt (some of which
          requires "balloon" payments of principal) may be refinanced at higher
          interest rates or otherwise on terms less favorable to the Company,

     o    the availability of equity and debt financing that may be necessary or
          advantageous to expand or maintain the Company's operations and
          investments,

     o    the underperformance or non-performance of the Company's existing
          business investments,

     o    any resolution of issues that relate to the bankruptcy petition of
          CBHS that is unfavorable to the Company, including, but not limited
          to, judgments against the Company in respect of lawsuits instituted in
          connection with the activities of CBHS prior to its bankruptcy filing,

     o    the Company's inability to identify or pursue suitable business or
          investment opportunities,

     o    the extreme sensitivity to changes in operations or business
          activities of certain of the Company's investments due to their high
          levels of debt and rental payments and

     o    the effect of the REIT Modernization Act upon future opportunities
          under the Intercompany Agreement with Crescent Partnership (the
          "Intercompany Agreement"), pursuant to which the Company and Crescent
          Partnership have agreed to provide the other with rights to
          participate in certain transactions.

Given these uncertainties, readers are cautioned not to place undue reliance on
such statements. The Company is not obligated to update these forward-looking
statements to reflect any future events or circumstances.


                                       14

<PAGE>   15


                                    OVERVIEW

Crescent Operating is a diversified management company that, through various
subsidiaries and affiliates, currently operates primarily in four business
segments: (i) Equipment Sales and Leasing, (ii) Hospitality, (iii) Temperature
Controlled Logistics (formerly Refrigerated Warehousing) and (iv) Land
Development. Within these segments the Company owned the following:

     o    THE EQUIPMENT SALES AND LEASING SEGMENT consisted of a wholly owned
          interest in Crescent Machinery Company ("Crescent Machinery"), a
          construction equipment sales, leasing and service company with 18
          locations in seven states.

     o    THE HOSPITALITY SEGMENT consisted of (i) the Company's lessee
          interests in Business Class Hotels which include the Denver Marriott
          City Center, the Hyatt Regency Albuquerque, the Four Seasons Hotel in
          Houston, Texas and the Renaissance Hotel in Houston, Texas; lessee
          interests in Luxury Spa Resorts which include the Hyatt Regency Beaver
          Creek, the Ventana Inn and Spa and the Sonoma Mission Inn and Spa
          (including the Sonoma Mission Inn Golf and Country Club); and lessee
          interests in Destination Fitness Resorts and Spas which include Canyon
          Ranch-Tucson and Canyon Ranch-Lenox (collectively, the "Hospitality
          Properties"), (ii) a two-thirds interest in the Houston Center
          Athletic Club Venture (see Hospitality Segment - Recent Developments)
          and (iii) a 5% economic interest in CRL Investments, Inc. ("CRL"),
          which has an investment in the Canyon Ranch Day Spa in the Venetian
          Hotel in Las Vegas, Nevada and participates in the future use of the
          "Canyon Ranch" name.

     o    THE TEMPERATURE CONTROLLED LOGISTICS SEGMENT consisted primarily of a
          40% interest in the operations of Vornado Crescent Logistics Operating
          Partnership ("AmeriCold Logistics"), which currently operates 104
          refrigerated storage properties with an aggregate storage capacity of
          approximately 533 million cubic feet, and a 1% interest in Crescent CS
          Holdings Corporation ("CS I") and Crescent CS Holdings II Corporation
          ("CS II", and together with CS I, the "Temperature Controlled
          Logistics Partnerships").

     o    THE LAND DEVELOPMENT SEGMENT consisted of (i) a 4.65% economic
          interest in Desert Mountain, a master planned, luxury residential and
          recreational community in northern Scottsdale, Arizona, (ii) a 52.5%
          general partner interest in The Woodlands Operating Company, L.P.
          ("Woodlands Operating"), (iii) a 2.125% economic interest in The
          Woodlands Land Development Company L.P. ("Landevco") and (iv) a 50%
          economic interest in COPI Colorado, LP ("COPI Colorado"), a company
          that has a 10% economic interest in Crescent Development Management
          Corp. ("CDMC").

The Company has previously written off its entire investment and has no
obligation or commitment to fund CBHS ongoing operations. As a result of the
write-off, the Company does not anticipate that it will recognize any
additional CBHS losses for accounting purposes, and no longer reports its
operations related to CBHS as a separate segment. The Company does incur
costs of ownership related to the CBHS investment, such as legal and accounting
costs, and COPI Healthcare incurred costs related to due diligence on the
assets it had offered to purchase out of bankruptcy. See Other - Recent
Developments.



                                       15

<PAGE>   16




                       EQUIPMENT SALES AND LEASING SEGMENT

FINANCIAL ACTIVITY

<TABLE>
<CAPTION>
(in thousands)                                        Three months ended March 31,
                                                    -------------------------------
                                                         2000               1999
                                                    ------------       ------------
<S>                                                 <C>                <C>
Revenue:
   New and used equipment ...................       $     21,870       $     16,177
   Rental equipment .........................              7,315              5,169
   Parts, service and supplies ..............              7,062              5,813
                                                    ------------       ------------
Total revenue ...............................             36,247             27,159

Expenses:
   Cost of sales:
        New and used equipment ..............             18,947             13,794
        Rental equipment ....................              4,771              3,398
        Parts, service and supplies .........              4,266              3,313
                                                    ------------       ------------
   Total cost of sales ......................             27,984             20,505

   Gross profit .............................              8,263              6,654

   Operating expenses .......................              7,787              6,145
                                                    ------------       ------------

Income from operations ......................       $        476       $        509
                                                    ============       ============

EBITDA ......................................       $      4,160       $      3,767
                                                    ============       ============
</TABLE>


Equipment sales and leasing revenue increased $9.0 million, or 33.1% to $36.2
million for the three months ended March 31, 2000, compared with $27.2 million
for the three months ended March 31, 1999. Net loss for the three months ended
March 31, 2000 was $1.2 million as compared with a loss of $0.5 million for the
three months ended March 31, 1999.

Earnings before interest expense, income taxes, depreciation and amortization
("EBITDA") for the Equipment Sales and Leasing segment for the three months
ended March 31, 2000 was $4.2 million as compared to $3.8 million for the three
months ended March 31, 1999. Management believes that EBITDA can be a meaningful
measure of operating performance, cash generation and the ability to service
debt. However, EBITDA should not be considered as an alternative to: (i) net
income (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 EBITDA is comparable to similarly titled items
reported by other companies.

The Company believes that the loss for the quarter ended March 31, 2000 is not
necessarily indicative of the operating results expected for the full year, due
to the seasonality of the business. Historically, revenue is lower in the first
quarter due to the effect of the winter season on the construction industry.

                               HOSPITALITY SEGMENT

RECENT DEVELOPMENTS

Effective January 31, 2000, HCAC sold substantially all of its assets to an
unrelated party. Through a wholly owned subsidiary, the Company received
proceeds from the sale of $2.4 million resulting in an approximate $1.5 million
gain which was recognized by Crescent Operating in the first quarter of 2000.

Effective February 1, 2000, The Varma Asset Management Agreements were
terminated by mutual agreement of the parties; at the same time, Crescent
Operating and its hospitality subsidiaries entered into a Master Asset
Management and Administrative Services Agreement with Sonoma Management Company
("SMC") to manage the Company's hotel and resort properties (excluding Canyon
Ranch - Lenox, Canyon Ranch - Tucson, the Hyatt Regency Beaver Creek, the Sonoma
Mission Inn and Spa, the Sonoma Mission Inn Golf and Country Club and the
Ventana Inn and Spa). At the same time, the Company's hospitality subsidiaries
accepted assignment from the owners of the Sonoma Mission Inn and Spa, the
Sonoma Mission Inn Golf and Country Club and the Ventana Inn and Spa of its
property management agreements with SMC. The principals of SMC are Sanjay and
Johanna Varma and Crescent Equities is an equity owner in SMC. Payment of
obligations under the Master Asset Management and Administrative Services
Agreement are guaranteed by the Company. For each property for which it provides
asset management services, SMC will receive a base fee equal to 0.85% of gross


                                       16
<PAGE>   17

revenues of the property managed plus an incentive fee of 50% of actual net
income in excess of budgeted net income. For each property for which it provides
property management services, SMC will receive a base fee equal to 2.0% of gross
revenues of the property plus an incentive fee of 20% of net operating income in
excess of 12% annual return on investment to owner.

FINANCIAL ACTIVITY

The following table sets forth certain information about the Hospitality
Properties for the three months ended March 31, 2000 and 1999. The information
for the Hospitality Properties is based on available rooms, except for Canyon
Ranch-Tucson and Canyon Ranch Ranch-Lenox, which are destination health and
fitness resorts that measure performance based on available guest nights.

<TABLE>
<CAPTION>
                                                            For the three months ended March 31,
                                                                             Average
                                                                         Occupancy Rate
                                                            Rooms         2000     1999
                                                            -----         ----     ----
<S>                                                         <C>           <C>      <C>
Business Class Hotels:
----------------------
Denver Marriott City Center ..........................        613           79%      79%
Hyatt Regency Albuquerque ............................        395           62       68
Four Seasons Hotel Houston ...........................        399           74       68
Renaissance Houston ..................................        389           75       69
                                                            -----         ----     ----
    Total/Weighted Average ...........................      1,796           73%      72%
                                                            =====         ====     ====


Luxury Spa Resorts:
-------------------
Hyatt Regency Beaver Creek ...........................        276           85%      82%
Sonoma Mission Inn & Spa .............................        198(1)        67       75
Ventana Inn & Spa ....................................         62           68       79
                                                            -----         ----     ----
    Total/Weighted Average ...........................        536           76%      79%
                                                            =====         ====     ====

                                                             Guest
                                                             Nights
                                                             ------
Destination Fitness Resorts and Spas:
-------------------------------------
Canyon Ranch-Tucson ..................................        250(2)
Canyon Ranch-Lenox ...................................        212(2)
                                                            -----         ----     ----
    Total/Weighted Average ...........................        462           91%(3)   92%(3)
                                                            =====         ====     ====
Grand Total/Weighted Average .........................                      77%      77%
                                                                          ====     ====
</TABLE>


<TABLE>
<CAPTION>
                                                                 For the three months ended March 31,
                                                                 Average Daily           Revenue Per
                                                                    Rate                Available Room
                                                               2000        1999        2000        1999
                                                              ------      ------      ------      ------
<S>                                                           <C>         <C>         <C>         <C>
Business Class Hotels:
----------------------
Denver Marriott City Center ..........................        $  114      $  121      $   90      $   96
Hyatt Regency Albuquerque ............................           104         107          64          73
Four Seasons Hotel Houston ...........................           206         193         152         131
Renaissance Houston ..................................            98          96          73          66
                                                              ------      ------      ------      ------
    Total/Weighted Average ...........................        $  130      $  129      $   95      $   92
                                                              ======      ======      ======      ======

Luxury Spa Resorts:
-------------------
Hyatt Regency Beaver Creek ...........................        $  417      $  400      $  353      $  327
Sonoma Mission Inn & Spa .............................           256         174         171         131
Ventana Inn & Spa ....................................           379         306         257         242
                                                              ------      ------      ------      ------
    Total/Weighted Average ...........................        $  361      $  313      $  275      $  248
                                                              ======      ======      ======      ======

Destination Fitness Resorts and Spas:
-------------------------------------
Canyon Ranch-Tucson ..................................
Canyon Ranch-Lenox ...................................
                                                              ------      ------      ------      ------
    Total/Weighted Average ...........................        $  589(4)   $  544(4)      525(5)   $  483(5)
                                                              ======      ======      ======      ======
Grand Total/Weighted Average .........................        $  249      $  232      $  200      $  186
                                                              ======      ======      ======      ======
</TABLE>




(1)  In January 2000, 20 rooms were returned to service, which previously were
     taken out of commission for construction of a 30,000 square foot,
     full-service spa, in connection with an approximately $21.0 million
     expansion scheduled to be completed in the second quarter of 2000. The
     expansion will also include the construction of 30 additional guest rooms.
     Rates were discounted during the construction period, which resulted in a
     lower average daily rate and revenue per available room in the first
     quarter of 1999.

(2)  Represents available guest nights, which is the maximum number of guests
     that the resort can accommodate per night.

(3)  Represents the number of paying and complimentary guests for the period,
     divided by the maximum number of available guest nights for the period.

(4)  Represents the average daily "all-inclusive" guest package charges for the
     period, divided by the average daily number of paying guests for the
     period.

(5)  Represents the total "all-inclusive" guest package charges for the period,
     divided by the maximum number of available guest nights for the period.

(6)  The lease related to the Sonoma Mission Inn Golf and Country Club expires
     in October 2008.


                    TEMPERATURE CONTROLLED LOGISTICS SEGMENT

FINANCIAL ACTIVITY

The Company has a 40% economic interest in AmeriCold Logistics and a 0.4%
interest in the Temperature Controlled Logistics Partnerships. Prior to the
restructuring on March 12, 1999, the Company's economic share of the operations
of the Temperature Controlled Logistics Partnerships for the three months ended
March 31, 1999 included a 2% economic interest for the period from January 1,
1999 through March 11, 1999 and a 0.4% economic interest for the period from
March 12, 1999 through March 31, 1999. The Company's economic share of the






                                       17
<PAGE>   18


operations of AmeriCold Logistics for the three months ended March 31, 1999
includes a 40% economic interest for the period from March 12, 1999 through
March 31, 1999.

The Company's share of pre-tax loss from AmeriCold Logistics for the three
months ended March 31, 2000 was $2.5 million. The Company's share of net income
from the Temperature Controlled Logistics Partnerships for the three months
ended March 31, 2000 was less than $0.1 million. The Company believes that
AmeriCold Logistics' loss for the quarter ended March 31, 2000 is not
necessarily indicative of the operating results expected for the full year, due
to the seasonality of the business. Historically, revenue from transportation
management services and quarry operations are substantially lower in the first
quarter than the average of the quarters for the remainder of the year.

The Company's share of start-up costs for Transportal Network ("Transportal"),
which relate to market research, creating a business plan and related matters,
was $0.8 million for the quarter ended March 31, 2000. These costs are included
in the Company's consolidated statement of operations as "Investment Income
(Loss)" for the three months ended March 31, 2000. Although Transportal has not
commenced operations or finalized its business plan, the Company expects
Transportal to incur significant future losses and to require significant equity
investments. The Company anticipates that it may have to dilute its ownership in
Transportal to fund its share of Transportal's cash needs, which may be in
excess of $2.0 million. Transportal is actively seeking additional equity
investments from third parties, including venture capital firms. Early stage
internet companies, such as Transportal, with new and unproven business models,
frequently encounter financial and other significant business risks and there
can be no assurance that Transportal will be a successful business venture.

                            LAND DEVELOPMENT SEGMENT

RECENT DEVELOPMENTS

In accordance with an agreement between Gerald Haddock and the Company, COPI
Colorado redeemed the limited partnership interest of Mr. Haddock, the Company's
former Chief Executive Officer and President, in January 2000. COPI Colorado
paid Mr. Haddock approximately $2.6 million for his approximate 16.67% limited
partner interest (determined from an independent appraisal of the value of COPI
Colorado). Mr. Haddock reserved the right to challenge the valuation performed
by the independent appraiser.

FINANCIAL ACTIVITY

Net income for the Land Development Segment was $0.7 million for the three
months ended March 31, 2000. The Company's share of Desert Mountain
Development's net loss for the three months ended March 31, 2000 was $0.1
million. The Company's share of net income from both The Woodlands Land Company
and WOCOI Investment Company for the three months ended March 31, 2000 was $0.7
million. The Company's share of COPI Colorado's net income for the three months
ended March 31, 2000 was $0.1 million.

The following table sets forth certain information as of March 31, 2000 relating
to the residential development properties in which the Company owns an interest.

<TABLE>
<CAPTION>
                                                     Total
                                                   Lots/Units       Total           Average
                                      Total        Developed      Lots/Units      Closed Sale
                                   Lots/Units        Since          Closed         Price Per           Range of Proposed
Land Development                    Planned        Inception    Since Inception    Lot/Unit(1)       Sale Prices Per Lot(2)
------------------------------   -------------   -------------  ---------------  -------------       ----------------------
<S>                              <C>             <C>            <C>              <C>                 <C>
Desert Mountain ..............           2,665           2,162           2,024   $     533,000(3)    $375,000 - $3,000,000(3)
The Woodlands ................          36,385          22,303          21,284   $      47,893          $13,600 - $500,000
CDMC .........................           2,742             233             224             N/A        $25,000 - $4,075,000
                                 -------------   -------------   -------------
Total Land Development .......          41,792          24,698          23,532
                                 =============   =============   =============
</TABLE>

(1)  Based on lots/units closed during the Company's ownership period.

(2)  Based on existing inventory of developed lots and lots to be developed.

(3)  Includes golf membership, which for 2000 is $175,000.






                                       18
<PAGE>   19



                                      OTHER

RECENT DEVELOPMENTS

On February 16, 2000, CBHS petitioned for relief under Chapter 11 of the United
States Bankruptcy Code. Under the protection of the bankruptcy court, CBHS
intends to sell and liquidate, in a controlled fashion, all of its ongoing
business. In conjunction with the filing by CBHS of the bankruptcy petition,
COPI Healthcare, Inc. ("COPI Healthcare"), a newly formed wholly owned
subsidiary of Crescent Operating, entered into an agreement with CBHS for the
acquisition by COPI Healthcare of CBHS' core business ("Asset Purchase
Agreement"), which consists of the assets used in the operation of 37 behavioral
healthcare facilities for, $24.5 million. The closing of the transactions
contemplated by the Asset Purchase Agreement was subject to bankruptcy court
approval and other conditions. The Asset Purchase Agreement terminated by its
own terms on April 16, 2000 because not all of the conditions precedent to
closing had been met by that date.

Effective April 27, 2000, the Company's shares began trading on the OTC Bulletin
Board. The shares, which previously had been traded on The Nasdaq National
Market and had moved to The Nasdaq SmallCap Market effective April 6, 2000 but
did not meet the standards for continued listing in these markets, retained the
same trading symbol, COPI.








                                       19
<PAGE>   20



                          SEGMENT FINANCIAL INFORMATION
                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

    The following is a summary of Crescent Operating's financial information
reported by segment for the three months ended March 31, 2000:

<TABLE>
<CAPTION>
                                                       EQUIPMENT                 TEMPERATURE
                                                         SALES                   CONTROLLED      LAND
                                                      AND LEASING   HOSPITALITY   LOGISTICS   DEVELOPMENT     OTHER        TOTAL
                                                      -----------   -----------  -----------  -----------   ---------    ---------
<S>                                                   <C>           <C>          <C>          <C>           <C>          <C>
Revenues ............................................   $  36,247    $  72,210    $      --    $  59,094    $      --    $ 167,551

Operating expenses ..................................      35,771       70,045           18       52,790          954      159,578
                                                        ---------    ---------    ---------    ---------    ---------    ---------
Income (loss) from operations .......................         476        2,165          (18)       6,304         (954)       7,973
                                                        ---------    ---------    ---------    ---------    ---------    ---------
Investment income (loss) ............................          --        1,526       (3,258)       7,237           --        5,505
                                                        ---------    ---------    ---------    ---------    ---------    ---------
Other (income) expense
     Interest expense ...............................       2,378          228           --        3,355        2,053        8,014
     Interest income ................................         (13)         (24)          --         (737)         (90)        (864)
     Other ..........................................         153           (4)          --          (61)           3           91
                                                        ---------    ---------    ---------    ---------    ---------    ---------
Total other (income) expense ........................       2,518          200           --        2,557        1,966        7,241
                                                        ---------    ---------    ---------    ---------    ---------    ---------
Income (loss) before income
     taxes and minority interest ....................      (2,042)       3,491       (3,276)      10,984       (2,920)       6,237
Income tax provision (benefit) ......................        (858)       1,397       (1,310)       3,428       (1,169)       1,488
                                                        ---------    ---------    ---------    ---------    ---------    ---------
Income (loss) before minority interests .............      (1,184)       2,094       (1,966)       7,556       (1,751)       4,749
Minority interests ..................................          --           97           --       (6,828)          --       (6,731)
                                                        ---------    ---------    ---------    ---------    ---------    ---------
Net income (loss) ...................................   $  (1,184)   $   2,191    $  (1,966)   $     728    $  (1,751)   $  (1,982)
                                                        =========    =========    =========    =========    =========    =========

Net income (loss) per share, basic and diluted.......   $   (0.11)   $    0.21    $   (0.19)   $    0.07    $   (0.17)   $   (0.19)
                                                        =========    =========    =========    =========    =========    =========

EBITDA Calculation: (1)
     Net income (loss) ..............................   $  (1,184)   $   2,191    $  (1,966)   $     728    $  (1,751)   $  (1,982)
     Interest expense, net ..........................       2,365           43          110          135        1,963        4,616
     Income tax provision (benefit) .................        (858)       1,462       (1,306)         518       (1,169)      (1,353)
     Depreciation and amortization ..................       3,837          285          851          358          (18)       5,313
                                                        ---------    ---------    ---------    ---------    ---------    ---------
EBITDA ..............................................   $   4,160    $   3,981    $  (2,311)   $   1,739    $    (975)   $   6,594
                                                        =========    =========    =========    =========    =========    =========
</TABLE>


(1)  EBITDA represents earnings before interest, income taxes, depreciation and
     amortization. Amounts are calculated based on the Company's ownership
     percentage of the EBITDA components. Management believes that EBITDA can be
     a meaningful measure of the Company's operating performance, cash
     generation and ability to service debt. However, EBITDA should not be
     considered as an alternative to either: (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 is comparable to similarly titled items
     reported by other companies.





                                       20
<PAGE>   21




RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000, COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1999

REVENUES

Total revenue increased $30.8 million, or 22.5%, to $167.6 million for the three
months ended March 31, 2000, compared with $136.8 million for the three months
ended March 31, 1999. The increase in total revenue is attributable to the
factors discussed in the following paragraphs.

Equipment Sales and Leasing Segment

Equipment sales and leasing revenue increased $9.0 million, or 33.1%, to $36.2
million for the three months ended March 31, 2000, compared with $27.2 million
for the three months ended March 31, 1999. Significant components of the overall
increase were:

o    the Company's acquisitions of two significant locations after the first
     quarter of 1999 and the opening of a new location on August 1, 1999
     resulting in incremental revenue during the three months ended March 31,
     2000; and

o    an increase in same store revenue for the three months ended March 31,
     2000, as compared to the same period in the prior year due to increased
     rental revenue and new and used equipment sales.


Hospitality Segment

Hospitality revenue increased $9.2 million, or 14.6%, to $72.2 million for the
three months ended March 31, 2000, compared with $63.0 million for the three
months ended March 31, 1999. Significant components of the overall increase
were:

o    revenue derived from the operations of the Renaissance Hotel in the amount
     of $3.7 million, which was not leased by the Company during the three
     months ended March 31, 1999; and

o    increased average daily rates at certain of the Hospitality Properties
     resulted in higher revenues during 2000 as compared to the corresponding
     period in 1999.

Land Development Segment

Land Development revenue, which represents revenue from Desert Mountain
Development and COPI Colorado prior to the elimination of the Minority
Interests, increased $12.5 million, or 26.8%, to $59.1 million for the three
months ended March 31, 2000, compared with $46.6 million for the three months
ended March 31, 1999. Significant components of the overall increase were:

o    a $4.9 million increase in revenue from Desert Mountain Development due to
     a higher number of lots sold and a higher average sales price per lot
     during the first quarter of 2000 as compared to the same period in 1999;
     and

o    a $7.6 million increase in revenue from COPI Colorado during the first
     quarter of 2000 as compared to the same period in 1999, primarily due to
     CDMC's consolidation of certain investments which previously had been
     accounted for using the equity method.

OPERATING EXPENSES

Total operating expenses increased $27.1 million, or 20.5%, to $159.6 million
for the three months ended March 31, 2000, compared with $132.5 million for the
three months ended March 31, 1999. The increase in operating expenses is
attributable to the factors discussed in the following paragraphs.





                                       21
<PAGE>   22


Equipment Sales and Leasing Segment

Equipment sales and leasing expenses increased $9.1 million, or 34.1%, to $35.8
million for the three months ended March 31, 2000, compared with $26.7 million
for the three months ended March 31, 1999. Significant components of the overall
increase were:

o    the Company's acquisitions of two significant locations after the first
     quarter of 1999 and the opening of a new location on August 1, 1999
     resulting in incremental operating expenses during the three months ended
     March 31, 2000; and

o    increased costs incurred during the three months ended March 31, 2000,
     consistent with the increase in equipment sales and leasing revenue that
     are not attributable to acquisitions.

Hospitality Segment

Hospitality expenses increased $9.5 million, or 15.7%, to $70.0 million for the
three months ended March 31, 2000, compared with $60.5 million for the three
months ended March 31, 1999. Significant components of the overall increase
were:

o    rent and expenses associated with the Renaissance Hotel in the amount of
     $3.8 million, which was not leased by the Company during the three months
     ended March 31, 1999; and

o    additional rent for the three months ended March 31, 2000, resulting from
     increased revenue generated by the Hospitality Properties.


Land Development Segment

Land development expenses, which primarily represent operating costs incurred by
Desert Mountain Development and COPI Colorado prior to the elimination of the
Minority Interests, increased $7.9 million, or 17.6%, to $52.8 million for the
three months ended March 31, 2000, compared with $44.9 million for the three
months ended March 31, 1999. Significant components of the overall increase
were:

o    a $2.8 million increase in expenses incurred by Desert Mountain Development
     is due primarily to higher costs associated with increased lot sales
     during the first quarter of 2000 as compared to the same period in 1999;
     and

o    a $4.9 million increase in expenses incurred by COPI Colorado during the
     first quarter of 2000 as compared to the same period in 1999, primarily due
     to CDMC's consolidation of certain investments which previously had been
     accounted for using the equity method.

Corporate General and Administrative Expenses

Corporate general and administrative expenses, totaled $1.0 million for the
three months ended March 31, 2000, as compared to $0.4 million for the three
months ended March 31, 1999. These expenses consisted of general corporate
overhead costs, such as legal and accounting costs, insurance costs and
corporate salaries. The increase compared to the same period in 1999 is
attributable to transaction costs of approximately $0.3 million incurred by the
Company in conjunction with the Asset Purchase Agreement entered into by COPI
Healthcare as well as other miscellaneous increases. See Other-Recent
Developments.

INVESTMENT INCOME

Investment income decreased $4.5 million or 45.0%, to $5.5 million for the three
months ended March 31, 2000, compared with $10.0 million for the three months
ended March 31, 1999. Significant components of the overall decrease were:






                                       22
<PAGE>   23


o    a decrease in equity in income of CDMC Projects in the amount of $2.4
     million due to CDMC's consolidation of certain of these investments which
     previously had been accounted for using the equity method;

o    an increase in equity in loss of AmeriCold Logistics in the amount of $2.4
     million which was acquired in March 1999; and

o    a decrease in income due to the nonrecurring gain in March 1999 of $1.5
     million on the sale of 80% of the Company's interest in the Temperature
     Controlled Logistics Partnerships; which was offset by a gain in the amount
     of $1.5 million on the sale of HCAC in the first quarter of 2000.

OTHER (INCOME) EXPENSE

Other (Income) Expense increased $1.9 million, or 35.8%, to $7.2 million for the
three months ended March 31, 2000, compared with $5.3 million for the three
months ended March 31, 1999. The increase is primarily attributable to:

o    an increase in interest expense in the amount of $1.8 million for the three
     months ended March 31, 2000, resulting from an increase in outstanding
     indebtedness in connection with acquisitions and growth, partially offset
     by a decrease in indebtedness at Desert Mountain Development.

MINORITY INTERESTS

Minority Interests increased $1.5 million, or 28.8%, to $6.7 million for the
three months ended March 31, 2000, compared to $5.2 million for the three months
ended March 31, 1999. Minority Interests consist of the non-voting interests in
the Land Development segment and in CRL Investments.

INCOME TAX PROVISION (BENEFIT)

Income tax provision of $1.5 million for the three months ended March 31, 2000
represents a change of $1.1 million from the three months ended March 31, 1999.
Income tax provision consisted of a $3.4 million provision for the Land
Development segment and a $1.4 million provision for the Hospitality segment,
partially offset by a $1.1 million benefit at the corporate level, a $1.3
million benefit for the Temperature Controlled Logistics segment and a $0.9
benefit for the Equipment Sales and Leasing segment.

The Company generally provides for taxes using a 40% effective rate on the
Company's share of income or loss. Management continues to evaluate the
realizability of the deferred tax assets quarterly by assessing the need for a
valuation allowance. Inability of the Company to execute business plans for
certain of the company's segments could affect the ultimate realization of the
deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

Recognizing that cash flow from its assets would not be likely to provide the
Company with adequate capital to meet its requirements during 2000, the Company
during the first quarter of 2000 extended certain payment obligations by
reaching agreements with Crescent Equities to defer until 2001 payments on
certain of Crescent Operating's obligations to Crescent Equities otherwise
scheduled to be made in 2000. With these agreements, the Company believes that
it will be able to meet its capital requirements during 2000 from the recurring
cash flow of its assets. The Company believes that alternatives for funding its
long-term capital requirements include one or more restructuring transactions,
including, but not limited to, the sale of certain assets and public or private
issuances of equity to existing stockholders. There can be no assurances,
however, that any such transaction can be effected, or, if effected, that the
proceeds from the transaction would be sufficient to meet the Company's
long-term capital requirements.

For a listing of the Company's primary debt financing arrangements, see Note 5
to the Financial Statements included in Part I.







                                       23
<PAGE>   24

CASH FLOWS

Cash and cash equivalents include amounts from all consolidated subsidiaries,
including subsidiaries not wholly-owned. Changes, therefore, do not necessarily
represent increases or decreases in cash directly available to the Company.

Cash and cash equivalents were $37.0 million and $39.0 million at March 31, 2000
and December 31, 1999, respectively. The 5.1% decrease is attributable to $2.0
million and $1.3 million of cash used in operating and financing activities,
respectively, offset by $1.2 million of cash provided by investing activities.

OPERATING ACTIVITIES

The Company's outflow of cash used in operating activities of $2.0 million was
primarily attributable to outflows from:

o    net loss of $2.0 million;

o    increase in accounts receivable of $8.6 million;

o    decreases in accounts payable and accrued expenses of $7.7 million;

o    equity in income from unconsolidated subsidiaries of $4.0 million; and

o    increase in prepaid expenses and current assets of $4.4 million.

The outflow of cash used in operating activities was partially offset by
inflows from:

o    non-cash depreciation and amortization of $8.0 million;

o    minority interests of $6.7 million; and

o    increase in accounts payable - CEI of $7.8 million.

INVESTING ACTIVITIES

The Company's inflow of cash provided by investing activities of $1.2 million
was primarily attributable to inflows from:

o    proceeds from the sale of property and equipment of $8.3 million;

o    net proceeds from sale and collection of notes receivable of $5.7 million;
     and

o    proceeds from the sale of investments of $2.4 million.

The inflow of cash provided by investing activities was partially offset by
outflows from:

o    purchases of property and equipment of $15.7 million.

FINANCING ACTIVITIES

The Company's outflow of cash used in financing activities of $1.3 million was
primarily attributable to outflows from:

o    payments of all long-term debt of $43.8 million; and

o    distributions to Minority Interests of $6.5 million.

The outflow of cash used in financing activities was partially offset by inflows
from:

o    proceeds of all long-term debt of $50.0 million.








                                       24
<PAGE>   25


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since December 31, 1999, there have been no material changes to the information
regarding market risk that was provided in the Company's Form 10-K for the year
ended December 31, 1999.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

CBHS became the subject of Chapter 11 bankruptcy proceedings by filing a
voluntary petition on February 16, 2000, in United States Bankruptcy Court for
the District of Delaware. Although CBHS is not a subsidiary of Crescent
Operating, Crescent Operating does own a majority (90%) economic interest in
CBHS. Crescent Operating's claims against the estate of CBHS include (i) its
interests as a direct and indirect equity holder of CBHS and (ii) its claim for
indemnification or contribution against third party lawsuits and claims where
Crescent Operating is a named defendant with CBHS, such as lawsuits based upon
alleged WARN Act violations purported to have been committed by CBHS and/or its
subsidiaries in closing behavioral health care facilities in 1999 and 2000.
Prior to the May 1, 2000 bar date, Crescent Operating filed proofs of claim
against CBHS with regard to these claims.

Another claimant in the CBHS bankruptcy is expected to be Crescent Partnership
(either individually, or together with its parent, Crescent Equities), which is
the owner of certain facilities leased to and operated by CBHS and its
subsidiaries and is also the secured lender of $10 million to CBHS. CBHS has an
arrearage on its lease payments owed to Crescent Partnership accrued prior to
the commencement of bankruptcy. While the claims of Crescent Partnership against
CBHS are not necessarily adverse to the interests of Crescent Operating, the
interests of Crescent Partnership are separate, distinguishable and at least
nominally in conflict with the competing interests and claims of all other
interested parties in the bankruptcy, including Crescent Operating. To the
Company's knowledge, none of the directors, officers or security holders of
Crescent Operating has, in his or its individual capacity, an interest adverse
to Crescent Operating in connection with the CBHS bankruptcy; however, in their
capacities as directors, officers and/or security holders of Crescent
Partnership or Crescent Equities, certain persons may be deemed to hold
interests adverse to the Company's interest in connection with the CBHS
bankruptcy.

To date three lawsuits, all of which seek class action certification, have been
filed against CBHS alleging violations of the WARN Act in the closing of certain
healthcare facilities. All of those lawsuits also name Crescent Operating as a
defendant. Under the automatic stay provisions of federal bankruptcy law,
lawsuits against CBHS or its subsidiaries would be stayed unless otherwise
directed by the bankruptcy court, but the lawsuits against other defendants,
including Crescent Operating, would not be stayed automatically. It is
anticipated that those suits may be stayed because CBHS and its subsidiaries are
indispensable parties; however, plaintiffs in the three suits referenced above
have filed motions with the bankruptcy court seeking lifting of the stay, so
that the suits may proceed against all defendants. Conversely, in a separate
action in bankruptcy court, a motion has been filed on behalf of a putative
class of CBHS terminated employees in Texas, requesting permission for WARN
claims to be made before the bankruptcy court. The Company anticipates that
other similar lawsuits may be filed due to the closing of other facilities.

With respect to the pending suits and possible future claims against Crescent
Operating based on the closure by CBHS of facilities in 1999 and 2000, the
Company believes that such actions are without basis under the WARN Act and
should be dismissed; however, no assurance can be given that Crescent Operating
will prevail.

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

Not Applicable







                                       25
<PAGE>   26

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5. OTHER INFORMATION

Effective April 27, 2000, the Company's shares began trading on the OTC Bulletin
Board. The shares, which previously had been traded on The Nasdaq National
Market and had moved to The Nasdaq SmallCap Market effective April 6, 2000 but
did not meet the standards for continued listing in these markets, retained the
same trading symbol, COPI.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits          Description

          EXHIBIT
          NUMBER               DESCRIPTION OF EXHIBITS
          ------               -----------------------

            3.1         First Amended and Restated Certificate of Incorporation
                        (filed as Exhibit 3.3 to the Company's registration
                        statement on Form S-1 dated July 12, 1997 ("Form S-1")
                        and incorporated by reference herein)

            3.2         First Amended and Restated Bylaws (filed as Exhibit 3.4
                        to Form S-1 and incorporated by reference herein)

            3.3         Amendment of Article V of First Amended and Restated
                        Bylaws (filed as Exhibit 3.3 to the Company's June 30,
                        1998 Form 10-Q ("June 30, 1998 Form 10-Q") and
                        incorporated by reference herein)

            3.4         Repeal of Amendment of Article V of First Amended and
                        Restated Bylaws (filed as Exhibit 3.4 to the Company's
                        September 30, 1998 Form 10-Q ("September 30, 1998 Form
                        10-Q") and incorporated by reference herein)

            4.1         Specimen stock certificate (filed as Exhibit 4.1 to Form
                        S-1 and incorporated by reference herein)

            4.2         Preferred Share Purchase Rights Plan (filed as Exhibit
                        4.2 to Form S-1 and incorporated by reference herein)

            4.3         First Amendment to Preferred Share Purchase Rights
                        Agreement dated as of September 25, 1998, between
                        Crescent Operating, Inc. and Bank Boston, N.A., as
                        Rights Agent (filed as Exhibit 4.3 to September 30, 1998
                        Form 10-Q and incorporated by reference herein)

            4.4         Second Amendment to Preferred Share Purchase Rights
                        Agreement dated as of March 4, 1999, between Crescent
                        Operating, Inc. and Bank Boston, N.A., as Rights Agent
                        (filed as Exhibit 4.4 to March 31, 1999 Form 10-Q
                        ("March 31, 1999 Form 10-Q") and incorporated by
                        reference herein)

            10.1        Amended Stock Incentive Plan (filed as Exhibit 10.1 to
                        Form S-1 and incorporated by reference herein)


                                       26
<PAGE>   27
            10.2        Intercompany Agreement between Crescent Operating, Inc.
                        and Crescent Real Estate Equities Limited Partnership
                        (filed as Exhibit 10.2 to the Company's Quarterly Report
                        on Form 10-Q for the Quarter Ended June 30, 1997 ("June
                        30, 1997 Form 10-Q") and incorporated by reference
                        herein)

            10.3        Amended and Restated Operating Agreement of Charter
                        Behavioral Health Systems, LLC (filed as Exhibit 10.3 to
                        June 30, 1997 Form 10-Q and incorporated by reference
                        herein)

            10.5        Amended and Restated Credit and Security Agreement,
                        dated as of May 30, 1997, between Crescent Real Estate
                        Equities Limited Partnership and Crescent Operating,
                        Inc., together with related Note (filed as Exhibit 10.5
                        to the Company's September 30, 1997 Form 10-Q
                        ("September 30, 1997 Form 10-Q") and incorporated by
                        reference herein)

            10.6        Line of Credit and Security Agreement, dated as of May
                        21, 1997, between Crescent Real Estate Equities Limited
                        Partnership and Crescent Operating, Inc., together with
                        related Line of Credit Note (filed as Exhibit 10.6 to
                        September 30, 1997 Form 10-Q and incorporated by
                        reference herein)

            10.7        Acquisition Agreement, dated as of February 10, 1997,
                        between Crescent Real Estate Equities Limited
                        Partnership and Carter-Crowley Properties, Inc. (filed
                        as Exhibit 10.7 to Form S-1 and incorporated by
                        reference herein)

            10.10       Security Agreement dated September 22, 1997 between COI
                        Hotel Group, Inc., as debtor, and Crescent Real Estate
                        Equities Limited Partnership, as lender, together with
                        related $1 million promissory note (filed as Exhibit
                        10.10 to September 30, 1997 Form 10-Q and incorporated
                        by reference herein)

            10.11       Security Agreement dated September 22, 1997 between COI
                        Hotel Group, Inc., as debtor, and Crescent Real Estate
                        Equities Limited Partnership, as lender, together with
                        related $800,000 promissory note (filed as Exhibit 10.11
                        to September 30, 1997 Form 10-Q and incorporated by
                        reference herein)

            10.12       Amended and Restated Asset Management dated August 31,
                        1997, to be effective July 31, 1997, between Wine
                        Country Hotel, LLC and The Varma Group, Inc. (filed as
                        Exhibit 10.12 to September 30, 1997 Form 10-Q and
                        incorporated by reference herein)

            10.13       Amended and Restated Asset Management Agreement dated
                        August 31, 1997, to be effective July 31, 1997, between
                        RoseStar Southwest, LLC and The Varma Group, Inc. (filed
                        as Exhibit 10.13 to September 30, 1997 Form 10-Q and
                        incorporated by reference herein)

            10.14       Amended and Restated Asset Management Agreement dated
                        August 31, 1997, to be effective July 31, 1997, between
                        RoseStar Management LLC and The Varma Group, Inc. (filed
                        as Exhibit 10.14 to September 30, 1997 Form 10-Q and
                        incorporated by reference herein)

            10.15       Agreement for Financial Services dated July 1, 1997,
                        between Crescent Real Estate Equities Company and
                        Petroleum Financial, Inc. (filed as Exhibit 10.15 to
                        September 30, 1997 Form 10-Q and incorporated by
                        reference herein)

            10.16       Credit Agreement dated August 27, 1997, between Crescent
                        Operating, Inc. and NationsBank of Texas, N.A. together
                        with related $15.0 million promissory note (filed as
                        Exhibit 10.16 to September 30, 1997 Form 10-Q and
                        incorporated by reference herein)


                                       27
<PAGE>   28
            10.17       Support Agreement dated August 27, 1997, between Richard
                        E. Rainwater, John Goff and Gerald Haddock in favor of
                        Crescent Real Estate Equities Company and NationsBank of
                        Texas, N.A. (filed as Exhibit 10.17 to September 30,
                        1997 Form 10-Q and incorporated by reference herein)

            10.18       1997 Crescent Operating, Inc. Management Stock Incentive
                        Plan (filed as Exhibit 10.18 to the Company's Annual
                        Report on Form 10-K for the year ended December 31, 1997
                        ("December 31, 1997 Form 10-K") and incorporated by
                        reference herein)

            10.19       Memorandum of Agreement executed November 16, 1997,
                        among Charter Behavioral Health Systems, LLC, Charter
                        Behavioral Health Systems, Inc. and Crescent Operating,
                        Inc. (filed as Exhibit 10.19 to December 31, 1997 Form
                        10-K and incorporated by reference herein)

            10.20       Purchase Agreement dated August 31, 1997, by and among
                        Crescent Operating, Inc., RoseStar Management LLC,
                        Gerald W. Haddock, John C. Goff and Sanjay Varma (filed
                        as Exhibit 10.20 to December 31, 1997 Form 10-K and
                        incorporated by reference herein)

            10.21       Stock Purchase Agreement dated August 31, 1997, by and
                        among Crescent Operating, Inc., Gerald W. Haddock, John
                        C. Goff and Sanjay Varma (filed as Exhibit 10.21 to
                        December 31, 1997 Form 10-K and incorporated by
                        reference herein)

            10.22       Amended and Restated Lease Agreement, dated June 30,
                        1995 between Crescent Real Estate Equities Limited
                        Partnership and RoseStar Management LLC, relating to the
                        Denver Marriott City Center (filed as Exhibit 10.17 to
                        the Annual Report on Form 10-K of Crescent Real Estate
                        Equities Company for the Fiscal Year Ended December 31,
                        1995 (the "1995 CEI 10-K") and incorporated by reference
                        herein)

            10.23       Lease Agreement, dated December 19, 1995 between
                        Crescent Real Estate Equities Limited Partnership and
                        RoseStar Management LLC, relating to the Hyatt Regency
                        Albuquerque (filed as Exhibit 10.16 to the 1995 CEI 10-K
                        and incorporated by reference herein)

            10.24       Form of Amended and Restated Lease Agreement, dated
                        January 1, 1996, among Crescent Real Estate Equities
                        Limited Partnership, Mogul Management, LLC and RoseStar
                        Management LLC, relating to the Hyatt Regency Beaver
                        Creek (filed as Exhibit 10.12 to the 1995 CEI 10-K and
                        incorporated by reference herein)

            10.25       Lease Agreement, dated July 26, 1996, between Canyon
                        Ranch, Inc. and Canyon Ranch Leasing, L.L.C., assigned
                        by Canyon Ranch, Inc. to Crescent Real Estate Equities
                        Limited Partnership pursuant to the Assignment and
                        Assumption Agreement of Master Lease, dated July 26,
                        1996 (filed as Exhibit 10.24 to the Quarterly Report on
                        Form 10-Q/A of Crescent Real Estate Equities Company for
                        the Quarter Ended June 30, 1997 (the "1997 CEI 10-Q")
                        and incorporated by reference herein)

            10.26       Lease Agreement, dated November 18, 1996 between
                        Crescent Real Estate Equities Limited Partnership and
                        Wine Country Hotel, LLC (filed as Exhibit 10.25 to the
                        Annual Report on Form 10-K of Crescent Real Estate
                        Equities Company for the Fiscal Year Ended December 31,
                        1996 and incorporated by reference herein)

            10.27       Lease Agreement, dated December 11, 1996, between Canyon
                        Ranch-Bellefontaine Associates, L.P. and Vintage
                        Resorts, L.L.C., as assigned by Canyon
                        Ranch-Bellefontaine Associates, L.P. to Crescent Real
                        Estate Funding VI, L.P. pursuant to the Assignment and
                        Assumption Agreement of Master Lease, dated December 11,
                        1996 (filed as Exhibit 10.26 to the 1997 CEI 10-Q and
                        incorporated by reference herein)


                                       28
<PAGE>   29
            10.28       Master Lease Agreement, dated June 16, 1997, between
                        Crescent Real Estate Funding VII, L.P. and Charter
                        Behavioral Health Systems, LLC and its subsidiaries,
                        relating to the Facilities (filed as Exhibit 10.27 to
                        the 1997 CEI 10-Q and incorporated by reference herein)

            10.29       Form of Indemnification Agreement (filed as Exhibit
                        10.29 to December 31, 1997 Form 10-K and incorporated by
                        reference herein)

            10.30       Purchase Agreement, dated as of September 29, 1997,
                        between Crescent Operating, Inc. and Crescent Real
                        Estate Equities Limited Partnership, relating to the
                        purchase of Desert Mountain Development Corporation
                        (filed as Exhibit 10.30 to December 31, 1997 Form 10-K
                        and incorporated by reference herein)

            10.31       Lease Agreement dated December 19, 1997, between
                        Crescent Real Estate Equities Limited Partnership, as
                        Lessor, and Wine Country Hotel, as Lessee, for lease of
                        Ventana Inn (filed as Exhibit 10.31 to the Company's
                        March 31, 1998 Form 10-Q ("March 31, 1998 Form 10-Q")
                        and incorporated by reference herein)

            10.32       Lease Agreement dated September 22, 1997, between
                        Crescent Real Estate Equities Limited Partnership, as
                        Lessor, and COI Hotel Group, Inc., as lessee, for lease
                        of Four Seasons Hotel, Houston (filed as Exhibit 10.32
                        to March 31, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.33       Asset Purchase Agreement dated December 19, 1997, among
                        Crescent Operating, Inc., Preco Machinery Sales, Inc.,
                        and certain individual Preco shareholders (filed as
                        Exhibit 10.33 to March 31, 1998 Form 10-Q and
                        incorporated by reference herein)

            10.34       Asset Purchase Agreement dated April 30, 1998, among
                        Crescent Operating, Inc., Central Texas Equipment
                        Company, and certain individual Central Texas
                        shareholders (filed as Exhibit 10.34 to March 31, 1998
                        Form 10-Q and incorporated by reference herein)

            10.35       Credit Agreement dated August 29, 1997 between Crescent
                        Real Estate Equities Limited Partnership, as lender, and
                        Desert Mountain Properties Limited Partnership, as
                        borrower, together with related Senior Note, Junior Note
                        and deed of trust (filed as Exhibit 10.35 to March 31,
                        1998 Form 10-Q and incorporated by reference herein)

            10.36       Buy-Out Agreement dated April 24, 1998, between Crescent
                        Operating, Inc. and Crescent Real Estate Equities
                        Limited Partnership (filed as Exhibit 10.36 to March 31,
                        1998 Form 10-Q and incorporated by reference herein)

            10.37       Stock Acquisition Agreement and Plan of Merger dated
                        June 4, 1998, among Machinery, Inc., Oklahoma Machinery,
                        Inc., Crescent Machinery Company, Crescent Operating,
                        Inc. and certain individual Machinery shareholders
                        (filed as Exhibit 10.37 to June 30, 1998 Form 10-Q and
                        incorporated by reference herein)

            10.38       Master Revolving Line of Credit Loan Agreement
                        (Borrowing Base and Warehouse) dated May 14, 1998,
                        between Desert Mountain Properties Limited Partnership
                        and National Bank of Arizona (filed as Exhibit 10.38 to
                        June 30, 1998 Form 10-Q and incorporated by reference
                        herein)

            10.39       1997 Management Stock Incentive Plan (filed as Exhibit
                        10.39 to June 30, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.40       Credit and Security Agreement, dated as of September 21,
                        1998, between Crescent Real Estate Equities Limited
                        Partnership and Crescent Operating, Inc., together with
                        related Note (filed as Exhibit 10.40 to September 30,
                        1998 Form 10-Q and incorporated by reference herein)


                                       29
<PAGE>   30
            10.41       First Amendment to Amended and Restated Pledge
                        Agreement, dated as of September 21, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        Crescent Operating, Inc. (filed as Exhibit 10.41 to
                        September 30, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.42       First Amendment to Line of Credit and Security
                        Agreement, dated as of August 11, 1998, between Crescent
                        Real Estate Equities Limited Partnership and Crescent
                        Operating, Inc., together with related Note (filed as
                        Exhibit 10.42 to September 30, 1998 Form 10-Q and
                        incorporated by reference herein)

            10.43       First Amendment to Amended and Restated Credit and
                        Security Agreement, dated as of August 11, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        Crescent Operating, Inc. (filed as Exhibit 10.43 to
                        September 30, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.44       Second Amendment to Amended and Restated Credit and
                        Security Agreement, dated as of September 21, 1998,
                        between Crescent Real Estate Equities Limited
                        Partnership and Crescent Operating, Inc. (filed as
                        Exhibit 10.44 to September 30, 1998 Form 10-Q and
                        incorporated by reference herein)

            10.45       Second Amendment to Line of Credit and Security
                        Agreement, dated as of September 21, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        Crescent Operating, Inc. (filed as Exhibit 10.45 to
                        September 30, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.46       Agreement of Limited Partnership of COPI Colorado, L.P.
                        (filed as Exhibit 10.1 to that Schedule 13D Statement
                        dated September 28, 1998, filed by COPI Colorado, L.P.,
                        Crescent Operating, Inc., Gerald W. Haddock, John C.
                        Goff and Harry H. Frampton, III, and incorporated by
                        reference herein)

            10.47       Contribution Agreement effective as of September 11,
                        1998, by and among Crescent Operating, Inc., Gerald W.
                        Haddock, John C. Goff and Harry H. Frampton, III (filed
                        as Exhibit 10.2 to that Schedule 13D Statement dated
                        September 28, 1998, filed by COPI Colorado, L.P.,
                        Crescent Operating, Inc., Gerald W. Haddock, John C.
                        Goff and Harry H. Frampton, III, and incorporated by
                        reference herein)

            10.48       Agreement Regarding Schedules and Other Matters made as
                        of September 11, 1998, by and among Crescent Operating,
                        Inc., Gerald W. Haddock, John C. Goff and Harry H.
                        Frampton, III (filed as Exhibit 10.3 to that Schedule
                        13D Statement dated September 28, 1998, filed by COPI
                        Colorado, L.P., Crescent Operating Inc., Gerald W.
                        Haddock, John C. Goff and Harry H. Frampton, III, and
                        incorporated by reference herein)

            10.49       Stock Purchase Agreement dated as of August 7, 1998 by
                        and among Western Traction Company, The Carlston Family
                        Trust, Ronald D. Carlston and Crescent Operating, Inc.
                        (filed as Exhibit 10.49 to September 30, 1998 Form 10-Q
                        and incorporated by reference herein)

            10.50       Stock Purchase Agreement dated as of July 31, 1998 by
                        and among Harvey Equipment Center, Inc., L and H Leasing
                        Company, William J. Harvey, Roy E. Harvey, Jr., Betty J.
                        Harvey and Crescent Operating, Inc. (filed as Exhibit
                        10.50 to September 30, 1998 Form 10-Q and incorporated
                        by reference herein)

            10.51       Credit Agreement dated as of July 28, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        CRL Investments, Inc., together with the related Note
                        (filed as Exhibit 10.51 to September 30, 1998 Form 10-Q
                        and incorporated by reference herein)

            10.52       Security Agreement dated as of July 28, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        CRL Investments, Inc. (filed as Exhibit 10.52 to
                        September 30, 1998 Form 10-Q and incorporated by
                        reference herein)


                                       30
<PAGE>   31
            10.53       First Amendment to Credit Agreement effective as of
                        August 27, 1998, among Crescent Operating, Inc.,
                        NationsBank, N. A., and the Support Parties identified
                        therein (filed as Exhibit 10.53 to September 30, 1998
                        Form 10-Q and incorporated by reference herein)

            10.54       Lease Agreement dated as of October 13, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        Wine Country Golf Club, Inc., relating to Sonoma Golf
                        Club (filed as Exhibit 10.54 to September 30, 1998 Form
                        10-Q and incorporated by reference herein)

            10.55       First Amendment to Lease Agreement effective December
                        31, 1998, between Canyon Ranch Leasing, L.L.C., and
                        Crescent Real Estate Equities Limited Partnership,
                        relating to Canyon Ranch - Tucson (filed as Exhibit
                        10.55 to the Company's Annual Report on Form 10-K for
                        the year ended December 31, 1998 ("December 31, 1998
                        Form 10-K") and incorporated by reference herein)

            10.56       First Amendment to Lease Agreement effective April 1,
                        1996; Second Amendment to Lease Agreement effective
                        November 22, 1996; Third Amendment to Lease Agreement
                        effective August 12, 1998; and Fourth Amendment to Lease
                        Agreement effective December 31, 1998 between RoseStar
                        Southwest, LLC, and Crescent Real Estate Funding II
                        L.P., relating to Hyatt Regency Albuquerque (filed as
                        Exhibit 10.56 to December 31, 1998 Form 10-K and
                        incorporated by reference herein)

            10.57       First Amendment to Lease Agreement effective December
                        31, 1998, between Wine Country Hotel, LLC, and Crescent
                        Real Estate Equities Limited Partnership, relating to
                        Sonoma Mission Inn & Spa (filed as Exhibit 10.57 to
                        December 31, 1998 Form 10-K and incorporated by
                        reference herein)

            10.58       First Amendment to Amended and Restated Lease Agreement
                        effective December 31, 1998, between RoseStar
                        Management, LLC, and Crescent Real Estate Equities
                        Limited Partnership, relating to Marriott City Center,
                        Denver (filed as Exhibit 10.58 to December 31, 1998 Form
                        10-K and incorporated by reference herein)

            10.59       First Amendment to Lease Agreement effective December
                        31, 1998, between Wine Country Hotel, LLC, and Crescent
                        Real Estate Equities Limited Partnership, relating to
                        Ventana Inn (filed as Exhibit 10.59 to December 31, 1998
                        Form 10-K and incorporated by reference herein)

            10.60       First Amendment to Amended and Restated Lease Agreement
                        effective April 1, 1996 and Second Amendment to Amended
                        and Restated Lease Agreement effective December 31,
                        1998, between RoseStar Southwest, LLC, and Crescent Real
                        Estate Funding II, L.P., relating to Hyatt Regency
                        Beaver Creek (filed as Exhibit 10.60 to December 31,
                        1998 Form 10-K and incorporated by reference herein)

            10.61       First Amendment to Lease Agreement effective December
                        31, 1998, between COI Hotel Group, Inc. and Crescent
                        Real Estate Equities Limited Partnership, relating to
                        Four Seasons - Houston (filed as Exhibit 10.61 to
                        December 31, 1998 Form 10-K and incorporated by
                        reference herein)

            10.62       First Amendment to Lease Agreement effective December
                        31, 1998, between Wine Country Hotel, LLC and Crescent
                        Real Estate Funding VI, L.P., relating to Canyon Ranch -
                        Lenox (filed as Exhibit 10.62 to March 31, 1999 Form
                        10-Q and incorporated by reference herein)

            10.63       Master Guaranty effective December 31, 1998, by Crescent
                        Operating, Inc. for the benefit of Crescent Real Estate
                        Equities Limited Partnership, Crescent Real Estate
                        Funding II, L.P., and Crescent Real Estate Funding VI,
                        L.P., relating to leases for Hyatt Regency Albuquerque,
                        Hyatt Regency Beaver Creek, Canyon Ranch-Lenox, Sonoma
                        Mission Inn & Spa, Canyon Ranch - Tucson, and Marriott
                        City Center Denver (filed as Exhibit 10.63 to December
                        31, 1998 Form 10-K and incorporated by reference herein)


                                       31
<PAGE>   32
            10.64       Guaranty of Lease effective December 19, 1997, by
                        Crescent Operating, Inc. for the benefit of Crescent
                        Real Estate Equities Limited Partnership, relating to
                        Ventana Inn (filed as Exhibit 10.64 to December 31, 1998
                        Form 10-K and incorporated by reference herein)

            10.65       Amended and Restated Guaranty of Lease effective
                        December 31, 1998, by Crescent Operating, Inc. for the
                        benefit of Crescent Real Estate Equities Limited
                        Partnership, relating to Four Seasons Hotel - Houston
                        (filed as Exhibit 10.65 to December 31, 1998 Form 10-K
                        and incorporated by reference herein)

            10.66       Amended and Restated Guaranty of Lease effective
                        December 31, 1998, by Crescent Operating, Inc. for the
                        benefit of Crescent Real Estate Equities Limited
                        Partnership, relating to Sonoma Golf Club (filed as
                        Exhibit 10.66 to December 31, 1998 Form 10-K and
                        incorporated by reference herein)

            10.67       Credit Agreement dated August 11, 1995, between Crescent
                        Development Management Corp., as borrower, and Crescent
                        Real Estate Equities Limited Partnership, as lender;
                        First Amendment to Credit Agreement dated as of April
                        15, 1997; Second Amendment to Credit Agreement dated as
                        of May 8, 1998; and related Note and Security Agreement
                        (filed as Exhibit 10.67 to December 31, 1998 Form 10-K
                        and incorporated by reference herein)

            10.68       Credit Agreement dated January 1, 1998, between Crescent
                        Development Management Corp., as borrower, and Crescent
                        Real Estate Equities Limited Partnership, as lender, and
                        related Note and Security Agreement (filed as Exhibit
                        10.68 to December 31, 1998 Form 10-K and incorporated by
                        reference herein)

            10.69       $3,100,000 Note dated February 29, 1996, made by
                        Crescent Development Management Corp. payable to
                        Crescent Real Estate Equities Limited Partnership (filed
                        as Exhibit 10.69 to December 31, 1998 Form 10-K and
                        incorporated by reference herein)

            10.70       Credit Agreement dated January 1, 1999, between Crescent
                        Development Management Corp., as borrower, and Crescent
                        Real Estate Equities Limited Partnership, as lender, and
                        related Line of Credit Note and Security Agreement
                        (filed as Exhibit 10.70 to March 31, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.71       Amended and Restated Credit Agreement dated January 1,
                        1999, between Crescent Development Management Corp., as
                        borrower, and Crescent Real Estate Equities Limited
                        Partnership, as lender, and related Line of Credit Note
                        and Amended and Restated Security Agreement (filed as
                        Exhibit 10.71 to March 31, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.72       Purchase Agreement dated March 12, 1999, between
                        Crescent Operating, Inc. and Crescent Real Estate
                        Equities Limited Partnership, relating to sale of
                        interests in Crescent CS Holdings Corp., and Crescent CS
                        Holdings II Corp., and related Put Agreement of same
                        date (filed as Exhibit 10.72 to March 31, 1999 Form 10-Q
                        and incorporated by reference herein)

            10.73       Second Amendment to Lease Agreement effective April 1,
                        1999, between Wine Country Hotel, LLC, and Crescent Real
                        Estate Funding VI, L.P., relating to Canyon Ranch-Lenox
                        (filed as Exhibit 10.73 to March 31, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.74       Master Revolving Line of Credit Loan Agreement
                        (Borrowing Base and Warehouse) dated May 14, 1998,
                        between Desert Mountain Properties Limited Partnership,
                        as borrower, and National Bank of Arizona, as lender;
                        Modification Agreement dated December 30, 1998; second
                        Modification Agreement dated March 31, 1999; and related
                        Promissory Note (Borrowing Base), Promissory Note
                        (Warehouse), Pledge Agreement, Deed of Trust, and
                        Amendment to Deed of Trust (filed as Exhibit 10.74 to
                        March 31, 1999 Form 10-Q and incorporated by reference
                        herein)


                                       32
<PAGE>   33
            10.75       Lease Agreement dated as of June 15, 1999, between
                        Crescent Real Estate Funding III, L.P. and COI Hotel
                        Group, Inc., relating to the Renaissance Houston Hotel
                        (filed as Exhibit 10.75 to June 30, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.76       Guaranty of Lease dated June 15, 1999, by Crescent
                        Operating, Inc. for the benefit of Crescent Real Estate
                        Funding III, L.P., relating to Renaissance Houston Hotel
                        (filed as Exhibit 10.76 to June 30, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.77       Asset Management Agreement dated as of January 1, 1999,
                        between Crescent Real Estate Equities Limited
                        Partnership and COI Hotel Group, Inc., relating to the
                        Omni Austin Hotel (filed as Exhibit 10.77 to June 30,
                        1999 Form 10-Q and incorporated by reference herein)

            10.78       Agreement dated June 11, 1999, by and between Gerald W.
                        Haddock and Crescent Operating, Inc. and its
                        subsidiaries and affiliates (filed as Exhibit 10.78 to
                        June 30, 1999 Form 10-Q and incorporated by reference
                        herein)

            10.79       Stock Purchase Agreement dated as of July 15, 1999, by
                        and among E. L. Lester & Company, Incorporated, E. L.
                        Lester, Jr., Howard T. Tellepsen II, Karen Tellepsen,
                        Tom Tellepsen II, Linda Lester Griffen, Crescent
                        Operating, Inc. and Crescent Machinery Company (filed as
                        Exhibit 10.79 to the Company's September 30, 1999 Form
                        10-Q ("September 30, 1999 Form 10-Q") and incorporated
                        by reference herein)

            10.80       Stock Purchase Agreement dated as of July 8, 1999, by
                        and among Solveson Crane Rental, Inc., Solveson Family
                        Revocable Trust, and Crescent Machinery Company (filed
                        as Exhibit 10.80 to September 30, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.81       Second Amendment to Credit Agreement effective as of
                        August 27, 1999, among Crescent Operating, Inc., Bank of
                        America, N. A. (formerly NationsBank, N. A.), and the
                        Support Parties identified therein (filed as Exhibit
                        10.81 to September 30, 1999 Form 10-Q and incorporated
                        by reference herein)

            10.82       First Amendment to 1997 Crescent Operating, Inc.
                        Management Stock Incentive Plan (filed as Exhibit 10.82
                        to the Company's Annual Report on Form 10-K for the year
                        ended December 31, 1999 ("December 31, 1999 Form 10-K")
                        and incorporated by reference herein)

            10.83       Form of Sales and Service Agreement between BLAW KNOX
                        Construction Equipment Corporation and certain of
                        Crescent Machinery Company and its subsidiaries (filed
                        as Exhibit 10.83 to December 31, 1999 Form 10-K and
                        incorporated by reference herein)

            10.84       Form of Heavy Equipment Distributor Agreement between
                        Compaction America, Inc. and certain of Crescent
                        Machinery Company and its subsidiaries (filed as Exhibit
                        10.84 to December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.85       Form of Gradall Equipment Distributor Agreement between
                        The Gradall Company and certain of Crescent Machinery
                        Company and its subsidiaries (filed as Exhibit 10.85 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.86       Form of Distributor Selling Agreement between
                        Ingersoll-Rand Company and certain of Crescent Machinery
                        Company and its subsidiaries (filed as Exhibit 10.86 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.87       Form of JCB Dealership Agreement between JCB Inc. and
                        certain of Crescent Machinery Company and its
                        subsidiaries (filed as Exhibit 10.87 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.88       Form of Distributor Agreement between LBX Company, LLC,
                        and certain of Crescent Machinery Company and its
                        subsidiaries (filed as Exhibit 10.88 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.89       Form of Distributor Agreement between Liebherr
                        Construction Equipment Co. and certain of Crescent
                        Machinery Company and its subsidiaries (filed as Exhibit
                        10.89 to December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.90       Form of Distributor Agreement between Link-Belt
                        Construction Equipment Company and certain of Crescent
                        Machinery Company and its subsidiaries (filed as Exhibit
                        10.90 to December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.91       Form of Dealer Floor Plan Financing and Security
                        Agreement between General Electric Capital Corporation
                        and certain of Crescent Machinery Company and its
                        subsidiaries (filed as Exhibit 10.91 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.92       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and Crescent
                        Development Management Corp. (filed as Exhibit
                        10.92 to December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.93       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and Crescent CS
                        Holdings II Corp. (filed as Exhibit 10.93 to December
                        31, 1999 Form 10-K and incorporated by reference herein)

            10.94       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and Crescent CS
                        Holdings Corp. (filed as Exhibit 10.94 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.95       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and Desert
                        Mountain Development Corp. (filed as Exhibit 10.95 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.96       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and The Woodlands
                        Land Company, Inc. (filed as Exhibit 10.96 to December
                        31, 1999 Form 10-K and incorporated by reference herein)

            10.97       $19.5 Million Credit and Security Agreement effective as
                        of March 11, 1999, between Crescent Real Estate Equities
                        Limited Partnership and Crescent Operating, Inc. with
                        related Promissory Note (filed as Exhibit 10.97 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.98       First Amendment to Credit and Security Agreement
                        effective as of March 11, 1999, between Crescent Real
                        Estate Equities Limited Partnership and Crescent
                        Operating, Inc. (filed as Exhibit 10.98 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.99       Third Amendment to Amended and Restated Credit and
                        Security Agreement effective as of March 11, 1999,
                        between Crescent Real Estate Equities Limited
                        Partnership and Crescent Operating, Inc. (filed as
                        Exhibit 10.99 to December 31, 1999 Form 10-K and
                        incorporated by reference herein)

            10.100      Third Amendment to Line of Credit Credit and Security
                        Agreement effective as of March 11, 1999, between
                        Crescent Real Estate Equities Limited Partnership and
                        Crescent Operating, Inc. (filed as Exhibit 10.100 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.101      Agreements for Wholesale Financing (with Addendum)
                        between Deutsche Financial Services Corporation and,
                        respectively, Western Traction Company, Machinery Inc.,
                        Solveson Crane Rentals Inc., Harvey Equipment Center
                        Inc., and Crescent Machinery Company, with Guarantees
                        (filed as Exhibit 10.101 to December 31, 1999 Form 10-K
                        and incorporated by reference herein)

            10.102      Master Security Agreements between Associates Commercial
                        Corporation and, respectively, Crescent Machinery
                        Company and Western Traction Company; Security Agreement
                        between Associates Commercial Corporation and Western
                        Traction Company; Addendum; and Continuing Guaranty by
                        Crescent Machinery Company (filed as Exhibit 10.102 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.103      First Amendment to Amended and Restated Credit Agreement
                        dated as of December 20, 1999, between Crescent Real
                        Estate Equities Limited Partnership and Crescent
                        Development Management Corp. with related Line of Credit
                        Note and letter amendment to related security agreement
                        (filed as Exhibit 10.103 to December 31, 1999 Form 10-K
                        and incorporated by reference herein)

            10.104      $5,600,000 Promissory Note dated February 28, 2000,
                        made by East West Resorts, LLC payable to Crescent Real
                        Estate Equities Limited Partnership (filed herewith)

            10.105      Mutual Termination of Asset Management Agreement for
                        Omni Austin Hotel, Austin, Texas, effective January 31,
                        2000, between Crescent Real Estate Equities Limited
                        Partnership and COI Hotel Group, Inc. (filed herewith)

            10.106      Master Asset Management and Administrative Services
                        Agreement dated February 1, 2000, by and among Sonoma
                        Management Corp. I, Crescent Operating, Inc. and each
                        of its subsidiaries identified therein (filed herewith)


            10.107      Management Agreement effective February 1, 2000, between
                        Sonoma Management Corp. I, as Manager, and Crescent
                        Real Estate Funding VIII, L.P., as Owner and assignor
                        to the Company, relating to Ventana Inn & Spa (filed
                        herewith)

            10.108      Management Agreement effective February 1, 2000, between
                        Sonoma Management Corp. I, as Manager, and Crescent
                        Real Estate Funding VIII, L.P., as Owner and assignor
                        to the Company, relating to Sonoma Mission Inn Golf and
                        Country Club (filed herewith)

            10.109      Management Agreement effective February 1, 2000, between
                        Sonoma Management Corp. I, as Manager, and Crescent
                        Real Estate Funding VIII, L.P., as Owner and assignor
                        to the Company, relating to Sonoma Mission Inn and Spa
                        (filed herewith)

            27          Financial Data Schedule


(b)    Reports on Form 8-K

       Not Applicable


                                      33

<PAGE>   34


                                   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, on the 15th day of May, 2000.

                                   CRESCENT OPERATING, INC.
                                   (Registrant)


                                   By  /s/ John C. Goff
                                   --------------------------------------------
                                       John C. Goff, President, Chief
                                       Executive Officer and Vice-Chairman
                                       (Principal Executive Officer)


                                   By  /s/ Richard P. Knight
                                   --------------------------------------------
                                       Richard P. Knight, Vice President
                                       and Chief Financial Officer
                                       (Principal Financial and Accounting
                                       Officer)






                                       34


<PAGE>   35
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
          EXHIBIT
          NUMBER               DESCRIPTION OF EXHIBITS
          ------               -----------------------
<S>                    <C>
            3.1         First Amended and Restated Certificate of Incorporation
                        (filed as Exhibit 3.3 to the Company's registration
                        statement on Form S-1 dated July 12, 1997 ("Form S-1")
                        and incorporated by reference herein)

            3.2         First Amended and Restated Bylaws (filed as Exhibit 3.4
                        to Form S-1 and incorporated by reference herein)

            3.3         Amendment of Article V of First Amended and Restated
                        Bylaws (filed as Exhibit 3.3 to the Company's June 30,
                        1998 Form 10-Q ("June 30, 1998 Form 10-Q") and
                        incorporated by reference herein)

            3.4         Repeal of Amendment of Article V of First Amended and
                        Restated Bylaws (filed as Exhibit 3.4 to the Company's
                        September 30, 1998 Form 10-Q ("September 30, 1998 Form
                        10-Q") and incorporated by reference herein)

            4.1         Specimen stock certificate (filed as Exhibit 4.1 to Form
                        S-1 and incorporated by reference herein)

            4.2         Preferred Share Purchase Rights Plan (filed as Exhibit
                        4.2 to Form S-1 and incorporated by reference herein)

            4.3         First Amendment to Preferred Share Purchase Rights
                        Agreement dated as of September 25, 1998, between
                        Crescent Operating, Inc. and Bank Boston, N.A., as
                        Rights Agent (filed as Exhibit 4.3 to September 30, 1998
                        Form 10-Q and incorporated by reference herein)

            4.4         Second Amendment to Preferred Share Purchase Rights
                        Agreement dated as of March 4, 1999, between Crescent
                        Operating, Inc. and Bank Boston, N.A., as Rights Agent
                        (filed as Exhibit 4.4 to March 31, 1999 Form 10-Q
                        ("March 31, 1999 Form 10-Q") and incorporated by
                        reference herein)

            10.1        Amended Stock Incentive Plan (filed as Exhibit 10.1 to
                        Form S-1 and incorporated by reference herein)

</TABLE>




<PAGE>   36
<TABLE>
<S>                     <C>
            10.2        Intercompany Agreement between Crescent Operating, Inc.
                        and Crescent Real Estate Equities Limited Partnership
                        (filed as Exhibit 10.2 to the Company's Quarterly Report
                        on Form 10-Q for the Quarter Ended June 30, 1997 ("June
                        30, 1997 Form 10-Q") and incorporated by reference
                        herein)

            10.3        Amended and Restated Operating Agreement of Charter
                        Behavioral Health Systems, LLC (filed as Exhibit 10.3 to
                        June 30, 1997 Form 10-Q and incorporated by reference
                        herein)

            10.5        Amended and Restated Credit and Security Agreement,
                        dated as of May 30, 1997, between Crescent Real Estate
                        Equities Limited Partnership and Crescent Operating,
                        Inc., together with related Note (filed as Exhibit 10.5
                        to the Company's September 30, 1997 Form 10-Q
                        ("September 30, 1997 Form 10-Q") and incorporated by
                        reference herein)

            10.6        Line of Credit and Security Agreement, dated as of May
                        21, 1997, between Crescent Real Estate Equities Limited
                        Partnership and Crescent Operating, Inc., together with
                        related Line of Credit Note (filed as Exhibit 10.6 to
                        September 30, 1997 Form 10-Q and incorporated by
                        reference herein)

            10.7        Acquisition Agreement, dated as of February 10, 1997,
                        between Crescent Real Estate Equities Limited
                        Partnership and Carter-Crowley Properties, Inc. (filed
                        as Exhibit 10.7 to Form S-1 and incorporated by
                        reference herein)

            10.10       Security Agreement dated September 22, 1997 between COI
                        Hotel Group, Inc., as debtor, and Crescent Real Estate
                        Equities Limited Partnership, as lender, together with
                        related $1 million promissory note (filed as Exhibit
                        10.10 to September 30, 1997 Form 10-Q and incorporated
                        by reference herein)

            10.11       Security Agreement dated September 22, 1997 between COI
                        Hotel Group, Inc., as debtor, and Crescent Real Estate
                        Equities Limited Partnership, as lender, together with
                        related $800,000 promissory note (filed as Exhibit 10.11
                        to September 30, 1997 Form 10-Q and incorporated by
                        reference herein)

            10.12       Amended and Restated Asset Management dated August 31,
                        1997, to be effective July 31, 1997, between Wine
                        Country Hotel, LLC and The Varma Group, Inc. (filed as
                        Exhibit 10.12 to September 30, 1997 Form 10-Q and
                        incorporated by reference herein)

            10.13       Amended and Restated Asset Management Agreement dated
                        August 31, 1997, to be effective July 31, 1997, between
                        RoseStar Southwest, LLC and The Varma Group, Inc. (filed
                        as Exhibit 10.13 to September 30, 1997 Form 10-Q and
                        incorporated by reference herein)

            10.14       Amended and Restated Asset Management Agreement dated
                        August 31, 1997, to be effective July 31, 1997, between
                        RoseStar Management LLC and The Varma Group, Inc. (filed
                        as Exhibit 10.14 to September 30, 1997 Form 10-Q and
                        incorporated by reference herein)

            10.15       Agreement for Financial Services dated July 1, 1997,
                        between Crescent Real Estate Equities Company and
                        Petroleum Financial, Inc. (filed as Exhibit 10.15 to
                        September 30, 1997 Form 10-Q and incorporated by
                        reference herein)

            10.16       Credit Agreement dated August 27, 1997, between Crescent
                        Operating, Inc. and NationsBank of Texas, N.A. together
                        with related $15.0 million promissory note (filed as
                        Exhibit 10.16 to September 30, 1997 Form 10-Q and
                        incorporated by reference herein)
</TABLE>



<PAGE>   37
<TABLE>
<S>                     <C>
            10.17       Support Agreement dated August 27, 1997, between Richard
                        E. Rainwater, John Goff and Gerald Haddock in favor of
                        Crescent Real Estate Equities Company and NationsBank of
                        Texas, N.A. (filed as Exhibit 10.17 to September 30,
                        1997 Form 10-Q and incorporated by reference herein)

            10.18       1997 Crescent Operating, Inc. Management Stock Incentive
                        Plan (filed as Exhibit 10.18 to the Company's Annual
                        Report on Form 10-K for the year ended December 31, 1997
                        ("December 31, 1997 Form 10-K") and incorporated by
                        reference herein)

            10.19       Memorandum of Agreement executed November 16, 1997,
                        among Charter Behavioral Health Systems, LLC, Charter
                        Behavioral Health Systems, Inc. and Crescent Operating,
                        Inc. (filed as Exhibit 10.19 to December 31, 1997 Form
                        10-K and incorporated by reference herein)

            10.20       Purchase Agreement dated August 31, 1997, by and among
                        Crescent Operating, Inc., RoseStar Management LLC,
                        Gerald W. Haddock, John C. Goff and Sanjay Varma (filed
                        as Exhibit 10.20 to December 31, 1997 Form 10-K and
                        incorporated by reference herein)

            10.21       Stock Purchase Agreement dated August 31, 1997, by and
                        among Crescent Operating, Inc., Gerald W. Haddock, John
                        C. Goff and Sanjay Varma (filed as Exhibit 10.21 to
                        December 31, 1997 Form 10-K and incorporated by
                        reference herein)

            10.22       Amended and Restated Lease Agreement, dated June 30,
                        1995 between Crescent Real Estate Equities Limited
                        Partnership and RoseStar Management LLC, relating to the
                        Denver Marriott City Center (filed as Exhibit 10.17 to
                        the Annual Report on Form 10-K of Crescent Real Estate
                        Equities Company for the Fiscal Year Ended December 31,
                        1995 (the "1995 CEI 10-K") and incorporated by reference
                        herein)

            10.23       Lease Agreement, dated December 19, 1995 between
                        Crescent Real Estate Equities Limited Partnership and
                        RoseStar Management LLC, relating to the Hyatt Regency
                        Albuquerque (filed as Exhibit 10.16 to the 1995 CEI 10-K
                        and incorporated by reference herein)

            10.24       Form of Amended and Restated Lease Agreement, dated
                        January 1, 1996, among Crescent Real Estate Equities
                        Limited Partnership, Mogul Management, LLC and RoseStar
                        Management LLC, relating to the Hyatt Regency Beaver
                        Creek (filed as Exhibit 10.12 to the 1995 CEI 10-K and
                        incorporated by reference herein)

            10.25       Lease Agreement, dated July 26, 1996, between Canyon
                        Ranch, Inc. and Canyon Ranch Leasing, L.L.C., assigned
                        by Canyon Ranch, Inc. to Crescent Real Estate Equities
                        Limited Partnership pursuant to the Assignment and
                        Assumption Agreement of Master Lease, dated July 26,
                        1996 (filed as Exhibit 10.24 to the Quarterly Report on
                        Form 10-Q/A of Crescent Real Estate Equities Company for
                        the Quarter Ended June 30, 1997 (the "1997 CEI 10-Q")
                        and incorporated by reference herein)

            10.26       Lease Agreement, dated November 18, 1996 between
                        Crescent Real Estate Equities Limited Partnership and
                        Wine Country Hotel, LLC (filed as Exhibit 10.25 to the
                        Annual Report on Form 10-K of Crescent Real Estate
                        Equities Company for the Fiscal Year Ended December 31,
                        1996 and incorporated by reference herein)

            10.27       Lease Agreement, dated December 11, 1996, between Canyon
                        Ranch-Bellefontaine Associates, L.P. and Vintage
                        Resorts, L.L.C., as assigned by Canyon
                        Ranch-Bellefontaine Associates, L.P. to Crescent Real
                        Estate Funding VI, L.P. pursuant to the Assignment and
                        Assumption Agreement of Master Lease, dated December 11,
                        1996 (filed as Exhibit 10.26 to the 1997 CEI 10-Q and
                        incorporated by reference herein)

</TABLE>




<PAGE>   38
<TABLE>

<S>                     <C>
            10.28       Master Lease Agreement, dated June 16, 1997, between
                        Crescent Real Estate Funding VII, L.P. and Charter
                        Behavioral Health Systems, LLC and its subsidiaries,
                        relating to the Facilities (filed as Exhibit 10.27 to
                        the 1997 CEI 10-Q and incorporated by reference herein)

            10.29       Form of Indemnification Agreement (filed as Exhibit
                        10.29 to December 31, 1997 Form 10-K and incorporated by
                        reference herein)

            10.30       Purchase Agreement, dated as of September 29, 1997,
                        between Crescent Operating, Inc. and Crescent Real
                        Estate Equities Limited Partnership, relating to the
                        purchase of Desert Mountain Development Corporation
                        (filed as Exhibit 10.30 to December 31, 1997 Form 10-K
                        and incorporated by reference herein)

            10.31       Lease Agreement dated December 19, 1997, between
                        Crescent Real Estate Equities Limited Partnership, as
                        Lessor, and Wine Country Hotel, as Lessee, for lease of
                        Ventana Inn (filed as Exhibit 10.31 to the Company's
                        March 31, 1998 Form 10-Q ("March 31, 1998 Form 10-Q")
                        and incorporated by reference herein)

            10.32       Lease Agreement dated September 22, 1997, between
                        Crescent Real Estate Equities Limited Partnership, as
                        Lessor, and COI Hotel Group, Inc., as lessee, for lease
                        of Four Seasons Hotel, Houston (filed as Exhibit 10.32
                        to March 31, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.33       Asset Purchase Agreement dated December 19, 1997, among
                        Crescent Operating, Inc., Preco Machinery Sales, Inc.,
                        and certain individual Preco shareholders (filed as
                        Exhibit 10.33 to March 31, 1998 Form 10-Q and
                        incorporated by reference herein)

            10.34       Asset Purchase Agreement dated April 30, 1998, among
                        Crescent Operating, Inc., Central Texas Equipment
                        Company, and certain individual Central Texas
                        shareholders (filed as Exhibit 10.34 to March 31, 1998
                        Form 10-Q and incorporated by reference herein)

            10.35       Credit Agreement dated August 29, 1997 between Crescent
                        Real Estate Equities Limited Partnership, as lender, and
                        Desert Mountain Properties Limited Partnership, as
                        borrower, together with related Senior Note, Junior Note
                        and deed of trust (filed as Exhibit 10.35 to March 31,
                        1998 Form 10-Q and incorporated by reference herein)

            10.36       Buy-Out Agreement dated April 24, 1998, between Crescent
                        Operating, Inc. and Crescent Real Estate Equities
                        Limited Partnership (filed as Exhibit 10.36 to March 31,
                        1998 Form 10-Q and incorporated by reference herein)

            10.37       Stock Acquisition Agreement and Plan of Merger dated
                        June 4, 1998, among Machinery, Inc., Oklahoma Machinery,
                        Inc., Crescent Machinery Company, Crescent Operating,
                        Inc. and certain individual Machinery shareholders
                        (filed as Exhibit 10.37 to June 30, 1998 Form 10-Q and
                        incorporated by reference herein)

            10.38       Master Revolving Line of Credit Loan Agreement
                        (Borrowing Base and Warehouse) dated May 14, 1998,
                        between Desert Mountain Properties Limited Partnership
                        and National Bank of Arizona (filed as Exhibit 10.38 to
                        June 30, 1998 Form 10-Q and incorporated by reference
                        herein)

            10.39       1997 Management Stock Incentive Plan (filed as Exhibit
                        10.39 to June 30, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.40       Credit and Security Agreement, dated as of September 21,
                        1998, between Crescent Real Estate Equities Limited
                        Partnership and Crescent Operating, Inc., together with
                        related Note (filed as Exhibit 10.40 to September 30,
                        1998 Form 10-Q and incorporated by reference herein)

</TABLE>


<PAGE>   39
<TABLE>
<S>                     <C>
            10.41       First Amendment to Amended and Restated Pledge
                        Agreement, dated as of September 21, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        Crescent Operating, Inc. (filed as Exhibit 10.41 to
                        September 30, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.42       First Amendment to Line of Credit and Security
                        Agreement, dated as of August 11, 1998, between Crescent
                        Real Estate Equities Limited Partnership and Crescent
                        Operating, Inc., together with related Note (filed as
                        Exhibit 10.42 to September 30, 1998 Form 10-Q and
                        incorporated by reference herein)

            10.43       First Amendment to Amended and Restated Credit and
                        Security Agreement, dated as of August 11, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        Crescent Operating, Inc. (filed as Exhibit 10.43 to
                        September 30, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.44       Second Amendment to Amended and Restated Credit and
                        Security Agreement, dated as of September 21, 1998,
                        between Crescent Real Estate Equities Limited
                        Partnership and Crescent Operating, Inc. (filed as
                        Exhibit 10.44 to September 30, 1998 Form 10-Q and
                        incorporated by reference herein)

            10.45       Second Amendment to Line of Credit and Security
                        Agreement, dated as of September 21, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        Crescent Operating, Inc. (filed as Exhibit 10.45 to
                        September 30, 1998 Form 10-Q and incorporated by
                        reference herein)

            10.46       Agreement of Limited Partnership of COPI Colorado, L.P.
                        (filed as Exhibit 10.1 to that Schedule 13D Statement
                        dated September 28, 1998, filed by COPI Colorado, L.P.,
                        Crescent Operating, Inc., Gerald W. Haddock, John C.
                        Goff and Harry H. Frampton, III, and incorporated by
                        reference herein)

            10.47       Contribution Agreement effective as of September 11,
                        1998, by and among Crescent Operating, Inc., Gerald W.
                        Haddock, John C. Goff and Harry H. Frampton, III (filed
                        as Exhibit 10.2 to that Schedule 13D Statement dated
                        September 28, 1998, filed by COPI Colorado, L.P.,
                        Crescent Operating, Inc., Gerald W. Haddock, John C.
                        Goff and Harry H. Frampton, III, and incorporated by
                        reference herein)

            10.48       Agreement Regarding Schedules and Other Matters made as
                        of September 11, 1998, by and among Crescent Operating,
                        Inc., Gerald W. Haddock, John C. Goff and Harry H.
                        Frampton, III (filed as Exhibit 10.3 to that Schedule
                        13D Statement dated September 28, 1998, filed by COPI
                        Colorado, L.P., Crescent Operating Inc., Gerald W.
                        Haddock, John C. Goff and Harry H. Frampton, III, and
                        incorporated by reference herein)

            10.49       Stock Purchase Agreement dated as of August 7, 1998 by
                        and among Western Traction Company, The Carlston Family
                        Trust, Ronald D. Carlston and Crescent Operating, Inc.
                        (filed as Exhibit 10.49 to September 30, 1998 Form 10-Q
                        and incorporated by reference herein)

            10.50       Stock Purchase Agreement dated as of July 31, 1998 by
                        and among Harvey Equipment Center, Inc., L and H Leasing
                        Company, William J. Harvey, Roy E. Harvey, Jr., Betty J.
                        Harvey and Crescent Operating, Inc. (filed as Exhibit
                        10.50 to September 30, 1998 Form 10-Q and incorporated
                        by reference herein)

            10.51       Credit Agreement dated as of July 28, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        CRL Investments, Inc., together with the related Note
                        (filed as Exhibit 10.51 to September 30, 1998 Form 10-Q
                        and incorporated by reference herein)

            10.52       Security Agreement dated as of July 28, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        CRL Investments, Inc. (filed as Exhibit 10.52 to
                        September 30, 1998 Form 10-Q and incorporated by
                        reference herein)

</TABLE>



<PAGE>   40
<TABLE>
<S>                     <C>
            10.53       First Amendment to Credit Agreement effective as of
                        August 27, 1998, among Crescent Operating, Inc.,
                        NationsBank, N. A., and the Support Parties identified
                        therein (filed as Exhibit 10.53 to September 30, 1998
                        Form 10-Q and incorporated by reference herein)

            10.54       Lease Agreement dated as of October 13, 1998, between
                        Crescent Real Estate Equities Limited Partnership and
                        Wine Country Golf Club, Inc., relating to Sonoma Golf
                        Club (filed as Exhibit 10.54 to September 30, 1998 Form
                        10-Q and incorporated by reference herein)

            10.55       First Amendment to Lease Agreement effective December
                        31, 1998, between Canyon Ranch Leasing, L.L.C., and
                        Crescent Real Estate Equities Limited Partnership,
                        relating to Canyon Ranch - Tucson (filed as Exhibit
                        10.55 to the Company's Annual Report on Form 10-K for
                        the year ended December 31, 1998 ("December 31, 1998
                        Form 10-K") and incorporated by reference herein)

            10.56       First Amendment to Lease Agreement effective April 1,
                        1996; Second Amendment to Lease Agreement effective
                        November 22, 1996; Third Amendment to Lease Agreement
                        effective August 12, 1998; and Fourth Amendment to Lease
                        Agreement effective December 31, 1998 between RoseStar
                        Southwest, LLC, and Crescent Real Estate Funding II
                        L.P., relating to Hyatt Regency Albuquerque (filed as
                        Exhibit 10.56 to December 31, 1998 Form 10-K and
                        incorporated by reference herein)

            10.57       First Amendment to Lease Agreement effective December
                        31, 1998, between Wine Country Hotel, LLC, and Crescent
                        Real Estate Equities Limited Partnership, relating to
                        Sonoma Mission Inn & Spa (filed as Exhibit 10.57 to
                        December 31, 1998 Form 10-K and incorporated by
                        reference herein)

            10.58       First Amendment to Amended and Restated Lease Agreement
                        effective December 31, 1998, between RoseStar
                        Management, LLC, and Crescent Real Estate Equities
                        Limited Partnership, relating to Marriott City Center,
                        Denver (filed as Exhibit 10.58 to December 31, 1998 Form
                        10-K and incorporated by reference herein)

            10.59       First Amendment to Lease Agreement effective December
                        31, 1998, between Wine Country Hotel, LLC, and Crescent
                        Real Estate Equities Limited Partnership, relating to
                        Ventana Inn (filed as Exhibit 10.59 to December 31, 1998
                        Form 10-K and incorporated by reference herein)

            10.60       First Amendment to Amended and Restated Lease Agreement
                        effective April 1, 1996 and Second Amendment to Amended
                        and Restated Lease Agreement effective December 31,
                        1998, between RoseStar Southwest, LLC, and Crescent Real
                        Estate Funding II, L.P., relating to Hyatt Regency
                        Beaver Creek (filed as Exhibit 10.60 to December 31,
                        1998 Form 10-K and incorporated by reference herein)

            10.61       First Amendment to Lease Agreement effective December
                        31, 1998, between COI Hotel Group, Inc. and Crescent
                        Real Estate Equities Limited Partnership, relating to
                        Four Seasons - Houston (filed as Exhibit 10.61 to
                        December 31, 1998 Form 10-K and incorporated by
                        reference herein)

            10.62       First Amendment to Lease Agreement effective December
                        31, 1998, between Wine Country Hotel, LLC and Crescent
                        Real Estate Funding VI, L.P., relating to Canyon Ranch -
                        Lenox (filed as Exhibit 10.62 to March 31, 1999 Form
                        10-Q and incorporated by reference herein)

            10.63       Master Guaranty effective December 31, 1998, by Crescent
                        Operating, Inc. for the benefit of Crescent Real Estate
                        Equities Limited Partnership, Crescent Real Estate
                        Funding II, L.P., and Crescent Real Estate Funding VI,
                        L.P., relating to leases for Hyatt Regency Albuquerque,
                        Hyatt Regency Beaver Creek, Canyon Ranch-Lenox, Sonoma
                        Mission Inn & Spa, Canyon Ranch - Tucson, and Marriott
                        City Center Denver (filed as Exhibit 10.63 to December
                        31, 1998 Form 10-K and incorporated by reference herein)
</TABLE>



<PAGE>   41
<TABLE>
<S>                     <C>
            10.64       Guaranty of Lease effective December 19, 1997, by
                        Crescent Operating, Inc. for the benefit of Crescent
                        Real Estate Equities Limited Partnership, relating to
                        Ventana Inn (filed as Exhibit 10.64 to December 31, 1998
                        Form 10-K and incorporated by reference herein)

            10.65       Amended and Restated Guaranty of Lease effective
                        December 31, 1998, by Crescent Operating, Inc. for the
                        benefit of Crescent Real Estate Equities Limited
                        Partnership, relating to Four Seasons Hotel - Houston
                        (filed as Exhibit 10.65 to December 31, 1998 Form 10-K
                        and incorporated by reference herein)

            10.66       Amended and Restated Guaranty of Lease effective
                        December 31, 1998, by Crescent Operating, Inc. for the
                        benefit of Crescent Real Estate Equities Limited
                        Partnership, relating to Sonoma Golf Club (filed as
                        Exhibit 10.66 to December 31, 1998 Form 10-K and
                        incorporated by reference herein)

            10.67       Credit Agreement dated August 11, 1995, between Crescent
                        Development Management Corp., as borrower, and Crescent
                        Real Estate Equities Limited Partnership, as lender;
                        First Amendment to Credit Agreement dated as of April
                        15, 1997; Second Amendment to Credit Agreement dated as
                        of May 8, 1998; and related Note and Security Agreement
                        (filed as Exhibit 10.67 to December 31, 1998 Form 10-K
                        and incorporated by reference herein)

            10.68       Credit Agreement dated January 1, 1998, between Crescent
                        Development Management Corp., as borrower, and Crescent
                        Real Estate Equities Limited Partnership, as lender, and
                        related Note and Security Agreement (filed as Exhibit
                        10.68 to December 31, 1998 Form 10-K and incorporated by
                        reference herein)

            10.69       $3,100,000 Note dated February 29, 1996, made by
                        Crescent Development Management Corp. payable to
                        Crescent Real Estate Equities Limited Partnership (filed
                        as Exhibit 10.69 to December 31, 1998 Form 10-K and
                        incorporated by reference herein)

            10.70       Credit Agreement dated January 1, 1999, between Crescent
                        Development Management Corp., as borrower, and Crescent
                        Real Estate Equities Limited Partnership, as lender, and
                        related Line of Credit Note and Security Agreement
                        (filed as Exhibit 10.70 to March 31, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.71       Amended and Restated Credit Agreement dated January 1,
                        1999, between Crescent Development Management Corp., as
                        borrower, and Crescent Real Estate Equities Limited
                        Partnership, as lender, and related Line of Credit Note
                        and Amended and Restated Security Agreement (filed as
                        Exhibit 10.71 to March 31, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.72       Purchase Agreement dated March 12, 1999, between
                        Crescent Operating, Inc. and Crescent Real Estate
                        Equities Limited Partnership, relating to sale of
                        interests in Crescent CS Holdings Corp., and Crescent CS
                        Holdings II Corp., and related Put Agreement of same
                        date (filed as Exhibit 10.72 to March 31, 1999 Form 10-Q
                        and incorporated by reference herein)

            10.73       Second Amendment to Lease Agreement effective April 1,
                        1999, between Wine Country Hotel, LLC, and Crescent Real
                        Estate Funding VI, L.P., relating to Canyon Ranch-Lenox
                        (filed as Exhibit 10.73 to March 31, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.74       Master Revolving Line of Credit Loan Agreement
                        (Borrowing Base and Warehouse) dated May 14, 1998,
                        between Desert Mountain Properties Limited Partnership,
                        as borrower, and National Bank of Arizona, as lender;
                        Modification Agreement dated December 30, 1998; second
                        Modification Agreement dated March 31, 1999; and related
                        Promissory Note (Borrowing Base), Promissory Note
                        (Warehouse), Pledge Agreement, Deed of Trust, and
                        Amendment to Deed of Trust (filed as Exhibit 10.74 to
                        March 31, 1999 Form 10-Q and incorporated by reference
                        herein)
</TABLE>

<PAGE>   42
<TABLE>
<S>                     <C>
            10.75       Lease Agreement dated as of June 15, 1999, between
                        Crescent Real Estate Funding III, L.P. and COI Hotel
                        Group, Inc., relating to the Renaissance Houston Hotel
                        (filed as Exhibit 10.75 to June 30, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.76       Guaranty of Lease dated June 15, 1999, by Crescent
                        Operating, Inc. for the benefit of Crescent Real Estate
                        Funding III, L.P., relating to Renaissance Houston Hotel
                        (filed as Exhibit 10.76 to June 30, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.77       Asset Management Agreement dated as of January 1, 1999,
                        between Crescent Real Estate Equities Limited
                        Partnership and COI Hotel Group, Inc., relating to the
                        Omni Austin Hotel (filed as Exhibit 10.77 to June 30,
                        1999 Form 10-Q and incorporated by reference herein)

            10.78       Agreement dated June 11, 1999, by and between Gerald W.
                        Haddock and Crescent Operating, Inc. and its
                        subsidiaries and affiliates (filed as Exhibit 10.78 to
                        June 30, 1999 Form 10-Q and incorporated by reference
                        herein)

            10.79       Stock Purchase Agreement dated as of July 15, 1999, by
                        and among E. L. Lester & Company, Incorporated, E. L.
                        Lester, Jr., Howard T. Tellepsen II, Karen Tellepsen,
                        Tom Tellepsen II, Linda Lester Griffen, Crescent
                        Operating, Inc. and Crescent Machinery Company (filed as
                        Exhibit 10.79 to the Company's September 30, 1999 Form
                        10-Q ("September 30, 1999 Form 10-Q") and incorporated
                        by reference herein)

            10.80       Stock Purchase Agreement dated as of July 8, 1999, by
                        and among Solveson Crane Rental, Inc., Solveson Family
                        Revocable Trust, and Crescent Machinery Company (filed
                        as Exhibit 10.80 to September 30, 1999 Form 10-Q and
                        incorporated by reference herein)

            10.81       Second Amendment to Credit Agreement effective as of
                        August 27, 1999, among Crescent Operating, Inc., Bank of
                        America, N. A. (formerly NationsBank, N. A.), and the
                        Support Parties identified therein (filed as Exhibit
                        10.81 to September 30, 1999 Form 10-Q and incorporated
                        by reference herein)

            10.82       First Amendment to 1997 Crescent Operating, Inc.
                        Management Stock Incentive Plan (filed as Exhibit 10.82
                        to the Company's Annual Report on Form 10-K for the year
                        ended December 31, 1999 ("December 31, 1999 Form 10-K")
                        and incorporated by reference herein)

            10.83       Form of Sales and Service Agreement between BLAW KNOX
                        Construction Equipment Corporation and certain of
                        Crescent Machinery Company and its subsidiaries (filed
                        as Exhibit 10.83 to December 31, 1999 Form 10-K and
                        incorporated by reference herein)

            10.84       Form of Heavy Equipment Distributor Agreement between
                        Compaction America, Inc. and certain of Crescent
                        Machinery Company and its subsidiaries (filed as Exhibit
                        10.84 to December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.85       Form of Gradall Equipment Distributor Agreement between
                        The Gradall Company and certain of Crescent Machinery
                        Company and its subsidiaries (filed as Exhibit 10.85 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.86       Form of Distributor Selling Agreement between
                        Ingersoll-Rand Company and certain of Crescent Machinery
                        Company and its subsidiaries (filed as Exhibit 10.86 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.87       Form of JCB Dealership Agreement between JCB Inc. and
                        certain of Crescent Machinery Company and its
                        subsidiaries (filed as Exhibit 10.87 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.88       Form of Distributor Agreement between LBX Company, LLC,
                        and certain of Crescent Machinery Company and its
                        subsidiaries (filed as Exhibit 10.88 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.89       Form of Distributor Agreement between Liebherr
                        Construction Equipment Co. and certain of Crescent
                        Machinery Company and its subsidiaries (filed as Exhibit
                        10.89 to December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.90       Form of Distributor Agreement between Link-Belt
                        Construction Equipment Company and certain of Crescent
                        Machinery Company and its subsidiaries (filed as Exhibit
                        10.90 to December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.91       Form of Dealer Floor Plan Financing and Security
                        Agreement between General Electric Capital Corporation
                        and certain of Crescent Machinery Company and its
                        subsidiaries (filed as Exhibit 10.91 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.92       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and Crescent
                        Development Management Corp. (filed as Exhibit
                        10.92 to December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.93       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and Crescent CS
                        Holdings II Corp. (filed as Exhibit 10.93 to December
                        31, 1999 Form 10-K and incorporated by reference herein)

            10.94       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and Crescent CS
                        Holdings Corp. (filed as Exhibit 10.94 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.95       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and Desert
                        Mountain Development Corp. (filed as Exhibit 10.95 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.96       Taxable REIT Subsidiary Election Agreement dated
                        December 17, 1999, among Crescent Real Estate Equities
                        Company, Crescent Real Estate Equities Limited
                        Partnership, Crescent Operating, Inc. and The Woodlands
                        Land Company, Inc. (filed as Exhibit 10.96 to December
                        31, 1999 Form 10-K and incorporated by reference herein)

            10.97       $19.5 Million Credit and Security Agreement effective as
                        of March 11, 1999, between Crescent Real Estate Equities
                        Limited Partnership and Crescent Operating, Inc. with
                        related Promissory Note (filed as Exhibit 10.97 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.98       First Amendment to Credit and Security Agreement
                        effective as of March 11, 1999, between Crescent Real
                        Estate Equities Limited Partnership and Crescent
                        Operating, Inc. (filed as Exhibit 10.98 to December 31,
                        1999 Form 10-K and incorporated by reference herein)

            10.99       Third Amendment to Amended and Restated Credit and
                        Security Agreement effective as of March 11, 1999,
                        between Crescent Real Estate Equities Limited
                        Partnership and Crescent Operating, Inc. (filed as
                        Exhibit 10.99 to December 31, 1999 Form 10-K and
                        incorporated by reference herein)

            10.100      Third Amendment to Line of Credit Credit and Security
                        Agreement effective as of March 11, 1999, between
                        Crescent Real Estate Equities Limited Partnership and
                        Crescent Operating, Inc. (filed as Exhibit 10.100 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.101      Agreements for Wholesale Financing (with Addendum)
                        between Deutsche Financial Services Corporation and,
                        respectively, Western Traction Company, Machinery Inc.,
                        Solveson Crane Rentals Inc., Harvey Equipment Center
                        Inc., and Crescent Machinery Company, with Guarantees
                        (filed as Exhibit 10.101 to December 31, 1999 Form 10-K
                        and incorporated by reference herein)

            10.102      Master Security Agreements between Associates Commercial
                        Corporation and, respectively, Crescent Machinery
                        Company and Western Traction Company; Security Agreement
                        between Associates Commercial Corporation and Western
                        Traction Company; Addendum; and Continuing Guaranty by
                        Crescent Machinery Company (filed as Exhibit 10.102 to
                        December 31, 1999 Form 10-K and incorporated by
                        reference herein)

            10.103      First Amendment to Amended and Restated Credit Agreement
                        dated as of December 20, 1999, between Crescent Real
                        Estate Equities Limited Partnership and Crescent
                        Development Management Corp. with related Line of Credit
                        Note and letter amendment to related security agreement
                        (filed as Exhibit 10.103 to December 31, 1999 Form 10-K
                        and incorporated by reference herein)

            10.104      $5,600,000 Promissory Note dated February 28, 2000,
                        made by East West Resorts, LLC payable to Crescent Real
                        Estate Equities Limited Partnership (filed herewith)

            10.105      Mutual Termination of Asset Management Agreement for
                        Omni Austin Hotel, Austin, Texas, effective January 31,
                        2000, between Crescent Real Estate Equities Limited
                        Partnership and COI Hotel Group, Inc. (filed herewith)

            10.106      Master Asset Management and Administrative Services
                        Agreement dated February 1, 2000, by and among Sonoma
                        Management Corp. I, Crescent Operating, Inc. and each
                        of its subsidiaries identified therein (filed herewith)


            10.107      Management Agreement effective February 1, 2000,
                        between Sonoma Management Corp. I, as Manager, and
                        Crescent Real Estate Funding VIII, L.P., as Owner and
                        assignor to the Company, relating to Ventana Inn & Spa
                        (filed herewith)

            10.108      Management Agreement effective February 1, 2000,
                        between Sonoma Management Corp. I, as Manager, and
                        Crescent Real Estate Funding VIII, L.P., as Owner and
                        assignor to the Company, relating to Sonoma Mission Inn
                        Golf and Country Club (filed herewith)

            10.109      Management Agreement effective February 1, 2000,
                        between Sonoma Management Corp. I, as Manager, and
                        Crescent Real Estate Funding VIII, L.P., as Owner and
                        assignor to the Company, relating to Sonoma Mission Inn
                        and Spa (filed herewith)

            27          Financial Data Schedule
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