<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 June 30, 2001

                                       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)

     777 Taylor Street, Suite 1050
           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, $0.01 par value, outstanding as of August 14,
2001: 11,442,791

<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......17

Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................32


                                   PART II - OTHER INFORMATION


Item 1. Legal Proceedings..........................................................................33

Item 2. Change in Securities and Use of Proceeds...................................................34

Item 3. Defaults Upon Senior Securities............................................................34

Item 4. Submission of Matters to a Vote of Security Holders........................................34

Item 5. Other Information..........................................................................34

Item 6. Exhibits and Reports on Form 8-K...........................................................34
</Table>




                                       2
<PAGE>   3


                            CRESCENT OPERATING, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)

<Table>
<Caption>
                                                                      June 30, 2001     December 31, 2000
                                                                       ------------     -----------------
                                                                        (unaudited)         (audited)
<S>                                                                    <C>                <C>
                       ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                            $     37,148       $     62,078
  Accounts receivable, net                                                   44,921             62,318
  Inventories                                                                36,501             42,710
  Notes receivable                                                            5,384              3,940
  Real estate                                                               274,516            151,279
  Prepaid expenses and other current assets                                  17,487             21,616
                                                                       ------------       ------------
     Total current assets                                                   415,957            343,941

PROPERTY AND EQUIPMENT, NET                                                 206,729            219,739

INVESTMENTS                                                                  78,939             70,396

OTHER ASSETS
  Real estate                                                               139,598            128,318
  Intangible assets, net                                                     55,115             88,840
  Deferred tax assets                                                        41,540             30,677
  Other assets                                                               25,006             28,617
                                                                       ------------       ------------
     Total other assets                                                     261,259            276,452

                                                                       ------------       ------------
TOTAL ASSETS                                                           $    962,884       $    910,528
                                                                       ============       ============

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                $     82,739       $    105,484
  Accounts payable and accrued expenses - CEI                                41,336             17,198
  Current portion of long-term debt - CEI                                    63,720             17,023
  Current portion of long-term debt                                          80,928             78,104
  Deferred revenue                                                           88,387             90,392
                                                                       ------------       ------------
     Total current liabilities                                              357,110            308,201

LONG-TERM DEBT - CEI, NET OF CURRENT PORTION                                215,322            242,666

LONG-TERM DEBT, NET OF CURRENT PORTION                                      186,758            135,724

OTHER LIABILITIES                                                            74,755             72,942

                                                                       ------------       ------------
     Total liabilities                                                      833,945            759,533

MINORITY INTERESTS                                                          169,128            174,528

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.01 par value, 10,000 shares authorized,
      no shares issued or outstanding                                            --                 --
  Common stock, $0.01 par value, 22,500 shares authorized,
      11,443 shares issued                                                      114                114
  Additional paid-in capital                                                 17,754             17,754
  Deferred compensation on restricted shares                                     --               (177)
  Accumulated comprehensive loss                                                 --             (9,509)
  Accumulated deficit                                                       (53,751)           (27,409)
  Treasury stock at cost, 1,103 shares                                       (4,306)            (4,306)
                                                                       ------------       ------------
     Total shareholders' equity (deficit)                                   (40,189)           (23,533)

                                                                       ------------       ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                   $    962,884       $    910,528
                                                                       ============       ============
</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 months ended       For the six months ended
                                                  -----------------------------   -----------------------------
                                                  June 30, 2001   June 30, 2000   June 30, 2001   June 30, 2000
                                                  -------------   -------------   -------------   -------------
<S>                                               <C>             <C>             <C>             <C>

REVENUES
   Equipment sales & leasing                       $     29,251    $     38,427    $     58,791    $     74,674
   Hospitality                                           53,924          66,429         119,292         138,639
   Land development                                      40,270          71,541         108,801         130,635
                                                   ------------    ------------    ------------    ------------
      Total revenues                                    123,445         176,397         286,884         343,948

OPERATING EXPENSES
   Equipment sales & leasing                             29,941          36,556          60,761          72,327
   Hospitality                                           44,922          51,386          95,321         105,167
   Hospitality properties rent - CEI                     13,907          16,118          28,815          32,382
   Land development                                      43,098          65,763         107,550         118,553
   Corporate general and administrative                     503             992             958           1,964
                                                   ------------    ------------    ------------    ------------
      Total operating expenses                          132,371         170,815         293,405         330,393

                                                   ------------    ------------    ------------    ------------
INCOME (LOSS) FROM OPERATIONS                            (8,926)          5,582          (6,521)         13,555

INVESTMENT INCOME                                        17,797           1,253          22,923           6,758

OTHER (INCOME) EXPENSE
   Interest expense                                       6,052           8,616          14,986          16,630
   Interest income                                         (925)         (1,021)         (2,077)         (1,885)
   Impairment loss on assets (Note 2)                    11,850              --          11,850              --
   Other                                                    226             (76)           (319)             15
                                                   ------------    ------------    ------------    ------------
      Total other (income) expense                       17,203           7,519          24,440          14,760
                                                   ------------    ------------    ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES,
    MINORITY INTERESTS AND ACCOUNTING CHANGE             (8,332)           (684)         (8,038)          5,553

INCOME TAX PROVISION (BENEFIT)                            5,084            (226)          2,901           1,262
                                                   ------------    ------------    ------------    ------------
INCOME (LOSS) BEFORE MINORITY INTERESTS AND
    ACCOUNTING CHANGE                                   (13,416)           (458)        (10,939)          4,291

MINORITY INTERESTS                                       (3,806)         (2,954)         (5,894)         (9,685)
                                                   ------------    ------------    ------------    ------------
LOSS BEFORE ACCOUNTING CHANGE                           (17,222)         (3,412)        (16,833)         (5,394)

CUMULATIVE EFFECT OF CHANGE
    IN ACCOUNTING PRINCIPLE (NOTE 11)                        --              --          (9,509)             --
                                                   ------------    ------------    ------------    ------------
NET LOSS                                           $    (17,222)   $     (3,412)   $    (26,342)   $     (5,394)
                                                   ============    ============    ============    ============

BASIC AND DILUTED LOSS PER SHARE
   Loss before change in accounting                $      (1.67)   $      (0.33)   $      (1.63)   $      (0.52)
   Change in accounting principle                            --              --           (0.92)             --
                                                   ------------    ------------    ------------    ------------
   Net loss per share                              $      (1.67)   $      (0.33)   $      (2.55)   $      (0.52)
                                                   ============    ============    ============    ============
</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, 2000                                 11,443    $    114     (1,103)   $ (4,306)     $     17,754

Comprehensive loss:

  Net loss                                                       --          --         --          --                --

  Cumulative effect of change in accounting principle            --          --         --          --                --


Comprehensive loss

Amortization of restricted common stock                          --          --         --          --                --
                                                           --------    --------   --------    --------      ------------
BALANCE AT JUNE 30, 2001                                     11,443    $    114     (1,103)   $ (4,306)     $     17,754
                                                           ========    ========   ========    ========      ============

<Caption>

                                                              Deferred
                                                            compensation    Accumulated
                                                           on restricted   comprehensive    Accumulated
                                                               shares           loss          deficit       Total
                                                           -------------   -------------   ------------    --------
<S>                                                        <C>             <C>             <C>             <C>
BALANCE AT DECEMBER 31, 2000                               $       (177)   $     (9,509)   $    (27,409)   $(23,533)

Comprehensive loss:

  Net loss                                                           --              --         (26,342)    (26,342)

  Cumulative effect of change in accounting principle                --           9,509              --       9,509
                                                                                                           --------

Comprehensive loss                                                                                          (16,833)

Amortization of restricted common stock                             177              --              --         177
                                                           ------------    ------------    ------------    --------
BALANCE AT JUNE 30, 2001                                   $         --    $         --    $    (53,751)   $(40,189)
                                                           ============    ============    ============    ========
</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
                                                                           Six Months Ended    Six Months Ended
                                                                             June 30, 2001       June 30, 2000
                                                                           ----------------    ----------------
<S>                                                                          <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                    $    (26,342)       $     (5,394)
 Adjustments to reconcile net loss
  to net cash (used in) provided by operating activities:
   Depreciation                                                                    13,583              11,334
   Amortization                                                                     3,504               6,896
   Provision for deferred income taxes                                             (7,466)             (3,844)
   Equity in income of unconsolidated subsidiaries                                (15,109)             (5,196)
   Change in fair value of Magellan warrants                                       (7,814)                 --
   Impairment loss on assets                                                       11,850                  --
   Cumulative effect of change in accounting principle                              9,509                  --
   Minority interests                                                               5,894               9,685
   Gain on sale of property and equipment                                            (884)             (2,244)
   Loss (gain) on sale of investments                                                 406              (1,563)
   Changes in assets and liabilities, net of effects from acquisitions:
     Accounts receivable                                                           13,932              (4,569)
     Inventories                                                                    5,844                (181)
     Prepaid expenses and current assets                                           (2,878)             (7,710)
     Real estate                                                                 (135,664)            (20,190)
     Other assets                                                                      97                 355
     Accounts payable and accrued expenses                                        (15,332)            (16,510)
     Accounts payable and accrued expenses - CEI                                   24,297              11,008
     Deferred revenue, current and noncurrent                                      13,830              44,455
     Other liabilities                                                              1,049                 200
                                                                             ------------        ------------
       Net cash (used in) provided by operating activities                       (107,694)             16,532

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of business interests, net of cash acquired                               --                (579)
 Acquisition of business interests by
   Controlled Subsidiaries, net of cash acquired                                       --              (1,047)
 Disposition of business interest by
   Controlled Subsidiary, net of cash transferred                                 (17,677)                 --
 Purchases of property and equipment                                              (18,841)            (31,699)
 Proceeds from sale of investments                                                     --               2,443
 Proceeds from sale of property and equipment                                       6,673              16,023
 Net proceeds from sale and collection of notes receivable                          2,372               6,511
 Net distributions from investments                                                 2,494               2,058
 Distributions from investments of Controlled Subsidiaries                         15,295               2,212
 Contributions to investments of Controlled Subsidiaries                           (4,455)             (2,550)
                                                                             ------------        ------------
       Net cash used in investing activities                                      (14,139)             (6,628)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds of long-term debt                                                       217,092             119,138
 Payments on long-term debt                                                      (111,019)            (56,731)
 Proceeds of long-term debt - CEI                                                      --               3,361
 Payments on long-term debt - CEI                                                    (241)            (54,549)
 Capital contributions by minority interests                                        4,311              18,768
 Distributions to minority interests                                              (13,240)            (29,375)
 Other                                                                                 --              (4,013)
                                                                             ------------        ------------
       Net cash provided by (used in) financing activities                         96,903              (3,401)
                                                                             ------------        ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              (24,930)              6,503

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     62,078              39,017
                                                                             ------------        ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $     37,148        $     45,520
                                                                             ============        ============
</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 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, 2000 included in the Company's Form 10-K, as
well as, in conjunction with the Company's previously filed Form 10-Qs. The
Company's auditors report included on the financial statements included in its
2000 Annual Report on Form 10-K expressed substantial doubt about the Company's
ability to continue to operate as a going concern (see Note 2). 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 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 primarily include the following:

     o    Subsidiaries which are wholly owned and consolidated:
          o    Crescent Machinery Company ("Crescent Machinery");
          o    Rosestar Management LLC ("Rosestar"); and
          o    COI Hotel Group, Inc. ("COI Hotel").

     o    Subsidiaries which are not wholly owned but the Company controls and
          therefore consolidates ("Controlled Subsidiaries"):
          o    A 5% economic interest in:
               o    The Woodlands Land Company, Inc. ("LandCo") which has a
                    49.5% general partner interest (42.5% in 2000) in The
                    Woodlands Land Development Company, L.P. ("Landevco");
               o    Desert Mountain Development Corporation ("Desert Mountain
                    Development") which consolidates its 93% general partner
                    interest in Desert Mountain Properties Limited Partnership
                    ("DMPLP"); and
               o    CRL Investments, Inc. ("CRL"), which beneficially owns 65%
                    of CR Las Vegas, LLC ("CR Las Vegas") and 30% of CR License,
                    LLC ("CR License").

          o    A 60% general partner interest in COPI Colorado, L.P. ("COPI
               Colorado") which owns 10% of Crescent Resort Development, Inc.,
               formerly 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:
          o    A 52.5% interest in The Woodlands Operating Company, L.P.
               ("Woodlands Operating" or "TWOC") which is controlled by a four
               member committee of which the Company controls two positions;
          o    A 40% interest in Vornado Crescent Logistics Operating
               Partnership ("AmeriCold Logistics"); and
          o    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" or
               "TCLP") (sold in 2000).

     o    A 15.8% common and 21.1% preferred interest in Transportal Network,
          Inc. ("Transportal Holding"), which has a 76% interest in Transportal
          Network LLC ("Transportal"), all of which the Company reports on the
          cost method of accounting (abandoned during 2000).

2. RECENT DEVELOPMENTS:

RESTRUCTURING OF CRESCENT OPERATING

On December 17, 1999, President Clinton signed into law the REIT Modernization
Act, which became effective on January 1, 2001, and contains a provision that
permits real estate investments trusts ("REITs"), such as Crescent Equities, to
own and operate certain types of investments that are currently owned and
operated by Crescent Operating, specifically the Hospitality and Land
Development segments. As a result, Crescent Equities can retain business
opportunities it would otherwise offer to the Company pursuant to the
Intercompany Agreement. Crescent Operating has been in negotiations with
Crescent Equities regarding corporate restructuring alternatives which include
the sale of the Company's Hospitality and Land Development segments to Crescent
Equities.

On June 28, 2001, the Company entered into a definitive agreement (the "Sale
Agreement") with Crescent Partnership for the sale by Crescent Operating and its
subsidiaries of all the business assets in its hospitality segment, and all of
the shares of stock of its subsidiary corporations in its land development
segment to Crescent Partnership for aggregate consideration of $78.4 million. In
addition, Crescent Operating and its subsidiary, Crescent Machinery Company,
L.P. ("CMC LP") entered into a definitive agreement (the "Capital Agreement")
with Crescent Equipment Holdings, LLC ("CEH"), an affiliate of Crescent
Equities, and SunTx CMLP, Inc. ("SunTx") for the infusion of $29.0 million of
capital into CMC LP in exchange for the issuance by CMC LP of preferred
partnership interests to affiliates of Crescent Equities and SunTx. The
provisions of the Sale Agreement and the Capital Agreement are summarized below
and will be fully discussed in the Company's Proxy Statement for the Company's
2001 Annual Meeting which will be distributed to shareholders for approval of
the transactions.

As part of the Sale Agreement, the Intercompany Agreement between Crescent
Operating and Crescent Partnership will be terminated and Crescent Operating
will sell to Crescent Equities, or its subsidiaries, investments within Crescent
Operating's Hospitality and Land Development segments for a total consideration
of $78.4 million, comprised of:

o    The sale of Crescent Operating's lease interests in Sonoma Mission Inn &
     Spa, Ventana Inn & Spa, Hyatt Regency Beaver Creek, Canyon Ranch-Tucson,
     Canyon Ranch-Lenox, Denver Marriott City Center, Hyatt Regency Albuquerque
     and Renaissance Houston for $37.8 million.

o    The sale of Crescent Operating's 52.5% partnership interest in Woodlands
     Operating, and 100% of the voting common stock of Desert Mountain
     Development, Landco and CDMC for $40.6 million.

The consideration paid by Crescent Partnership for the assets and stock
purchased under the Sale Agreement will be in the form of a cancellation of
accounts payable and certain debt owed to Crescent Partnership by Crescent
Operating or its subsidiaries. It is expected that Crescent Operating's debt
remaining will include a $16.8 million note payable to Crescent Partnership
related to the 40% ownership interest in AmeriCold Logistics, which interest
Crescent Operating will retain following the transactions. Upon closing of the
transactions under the Sale Agreement and the Capital Agreement, the Company's
debt, as reported in this Form 10-Q, of approximately $546.7


                                       8
<PAGE>   9


million will be reduced to approximately $129.4 million, which, coupled with the
equity infusion, should provide adequate liquidity to maintain and grow the
Company. Crescent Operating plans to reduce the remaining debt following the
close of the Sale Agreement and the Capital Agreement transactions through a
future rights offering to existing shareholders of its common stock. This notice
does not constitute an offer of any securities for sale. Closing of the
transactions is scheduled to occur following approval by the shareholders of
Crescent Operating, and is subject to the receipt of all necessary third party
consents and other customary closing conditions.

Following the completion of the assets and stock sales transaction noted above,
CMC LP, as successor by merger to Crescent Machinery, will become the primary
remaining investment of Crescent Operating. The $29.0 million of capital
generated under the Capital Agreement is comprised of:

o    An investment by SunTx of $19.0 million to acquire (i) a convertible
     redeemable preferred partnership interest in CMC LP which is convertible
     into common partnership interests in CMC LP and is exchangeable into
     Crescent Operating common stock, subject to certain conditions, at $0.70
     per share and earns a 6% paid-in-kind dividend for three years, payable
     upon conversion or exchange and (ii) warrants for the purchase of 2.8
     million shares of Crescent Operating common stock at a future date.

o    An investment by CEH of $10.0 million, which is senior to the SunTx
     investment, to acquire a convertible redeemable preferred partnership
     interest in CMC LP which is convertible into common partnership interests
     in CMC LP and is exchangeable into Crescent Operating common stock, subject
     to certain conditions, at $1.75 per share and earns a 9% paid-in-kind
     dividend for as long as the amount is outstanding, payable upon conversion
     or exchange.

Under the Capital Agreement, the Company agreed upon a value for its investment
in CMC LP. Such agreed upon value served as an indicator to the Company that the
potential existed for the impairment of certain assets as it relates to its
current investment in Crescent Machinery. As required under Statement of
Financial Accounting Standards No. 121, using all information available, the
Company determined that certain assets within Crescent Machinery have carrying
values which exceed the estimated undiscounted cash flows of those assets. As a
result, the Company recorded an adjustment of $11.9 million as "impairment loss
on assets" in the Company's results from operations for the second quarter of
2001. The Company will continue to evaluate the assets within Crescent Machinery
for impairment and adjust such carrying values as necessary.

As contemplated by the Capital Agreement, the Company also plans to offer
approximately $15.0 million of additional common shares to its common
shareholders in a rights offering that is expected to take place in late 2001.
The rights offering, pursuant to which the Company plans to offer approximately
20.0 million common shares at a price estimated at $0.75 per share, generally
will be made available to all holders of the Company's common shares in
proportion to their ownership of shares. No record date has yet been set for the
offering, which is subject to the filing and effectiveness of an appropriate
registration statement with the Securities and Exchange Commission. This notice
does not constitute an offering of any securities for sale.

If a successful restructuring is not completed and/or significant new equity is
not obtained, it is likely that the Company would be unable to meet its
financial obligations in a timely manner. The Company has modified certain debt
agreements with Crescent Partnership to (i) defer principal and interest
payments until the earlier of October 31, 2001 or the close of the transaction
contemplated by the Sale Agreement and (ii) cease the accrual of interest on
certain debt instruments as of May 1, 2001. Interest payments and hospitality
related rent payments accrued but deferred as of June 30, 2001 totaled
approximately $8.5 million and $27.2 million, respectively. If a restructuring
of the Company as now contemplated by the Company's management and/or a
significant infusion of equity is successfully completed, the Company believes
that it will be able to meet its capital requirements during 2001. Based on the
above, the Company's auditors report on the financial statements included in its
2000 Annual Report on Form 10-K expressed substantial doubt about the Company's
ability to continue to operate as a going concern.



                                       9
<PAGE>   10


TEMPERATURE CONTROLLED LOGISTICS

On February 22, 2001, AmeriCold Logistics leases were restructured to, among
other things, (i) reduce 2001's contractual rent to $146.0 million ($14.5
million less than 2000's contractual rent), (ii) reduce 2002's contractual rent
to $150.0 million (plus additional contingent rent in certain circumstances),
(iii) increase the landlord's share of annual maintenance capital expenditures
by $4.5 million to $9.5 million effective January 1, 2000 and (iv) extend the
deferred rent period to December 31, 2003 from March 11, 2002.

3. INVESTMENTS:

Investments consisted of the following (amounts in thousands):

<Table>
<Caption>
                                                          June 30, 2001   December 31, 2000
                                                          -------------   -----------------
<S>                                                       <C>             <C>

  Investment in Landevco ..............................   $     51,634      $     44,027
  Investment in Magellan warrants .....................         10,806             2,992
  Investment in CDMC projects .........................          8,164             8,170
  Investment in CR License ............................          5,485             5,485
  Investment in CR Las Vegas ..........................          2,850             5,305
  Investment in AmeriCold Logistics ...................             --             4,417
                                                          ------------      ------------
                                                          $     78,939      $     70,396
                                                          ============      ============
</Table>

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

<Table>
<Caption>
                                                               Three months ended            Six months ended
                                                                 June 30, 2001                 June 30, 2001
                                                          ---------------------------    -------------------------
<S>                                                       <C>                            <C>

  Equity in income of Landevco ........................         $     15,197                   $     18,130
  Change in fair value of Magellan warrants ...........                3,393                          7,814
  Equity in income of TWOC ............................                1,444                          2,494
  Equity in income of CDMC projects ...................                  839                          1,119
  Equity in loss of CRL ...............................                   --                         (2,217)
  Equity in loss of AmeriCold Logistics ...............               (3,076)                        (4,417)
                                                                ------------                   ------------
                                                                $     17,797                   $     22,923
                                                                ============                   ============
</Table>

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

<Table>
<Caption>
                                                                  AmeriCold Logistics                         TWOC
                                                   ---------------------------------------   --------------------------------------
                                                   Three months ended     Six months ended   Three months ended    Six months ended
                                                     June 30, 2001          June 30, 2001       June 30, 2001        June 30, 2001
                                                   ------------------     ----------------   ------------------    ----------------
<S>                                                <C>                   <C>                 <C>                  <C>

   Revenues ......................................   $      155,513        $      314,501      $       23,716       $       45,935
   Gross profit ..................................   $        4,245        $       11,905      $        2,012       $        3,448
   Net income (loss) .............................   $      (10,046)       $      (13,398)     $        2,014       $        3,453

   Crescent Operating's equity
      in income (loss) of subsidiary .............   $       (3,076)       $       (4,417)     $        1,444       $        2,494
</Table>

AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing through sales of non-core assets and
capital infusion by new investors.


                                       10
<PAGE>   11


At June 30, 2001, AmeriCold Logistics exercised its right, pursuant to the terms
of its leases with the landlord, to defer payment of $3.9 million of rent, of
which the Company's share is $1.6 million. At June 30, 2001, the Company's share
of all of AmeriCold Logistics' deferred rent is $11.3 million.

4. INTANGIBLE ASSETS:

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

<Table>
<Caption>
                                                      June 30, 2001  December 31, 2000
                                                     --------------  -----------------
<S>                                                  <C>               <C>

Goodwill, net - Crescent Machinery ...............   $       12,317    $       14,011
Goodwill, net - Rosestar .........................            1,094             1,202
Goodwill, net - COPI Colorado ....................           14,559            45,077
Membership intangible, net - DMPLP ...............           27,145            28,550
                                                     --------------    --------------
                                                     $       55,115    $       88,840
                                                     ==============    ==============
</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 6% or less. The non
wholly owned debt is secured by the operations of each individual subsidiary and
is not guaranteed by Crescent Operating. Following is a summary of the Company's
debt financing (amounts in thousands):

<Table>
<Caption>
                                                                 June 30, 2001   December 31, 2000
                                                                --------------   -----------------
<S>                                                             <C>              <C>

LONG-TERM DEBT - CORPORATE AND WHOLLY OWNED SUBSIDIARIES

Equipment notes payable to finance companies, bear interest
from 6.5% to 11.5%, due 2001 through 2011 (Crescent
Machinery) ..................................................   $       99,927     $      115,091

Floor plan debt payable, three to twelve month terms at 0%
interest (Crescent Machinery) ...............................            8,952             12,632

Line of credit payable to Crescent Partnership, interest at
9%, due May 2002 (COPI) .....................................           19,949             19,949

Line of credit payable to Crescent Partnership, interest at
12%, due May 2002 or five years after the last draw (COPI)...           17,727             17,727

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

Note payable to Crescent Partnership, interest at 12%, due
through May 2002 (COPI) .....................................           14,247             14,247

Note payable to Crescent Partnership, interest at 12%, due
May 2002 (COPI) .............................................            9,276              9,276

Notes payable to the sellers of equipment companies,
weighted average interest of 7.6% at June 30, 2001 and
December 31, 2000, due 2001 through 2003 (COPI) .............            3,701              4,582

Notes payable to Crescent Partnership, weighted average
interest of 10.3% and 10.4% at June 30, 2001 and December
31, 2000, due 2003 through 2006 (Rosestar) ..................            1,356              1,596
                                                                --------------     --------------

Total debt - corporate and wholly owned subsidiaries ........          190,135            210,100
                                                                --------------     --------------
</Table>



                                       11
<PAGE>   12


<Table>
<S>                                                                            <C>               <C>

LONG-TERM DEBT - NON WHOLLY OWNED SUBSIDIARIES

Construction loans for various East West Resort Development
projects, interest at 6.5% to 10.8%, due through 2005 (CDMC) ...........          121,462           62,316

Junior note payable to Crescent Partnership, interest at 14%, due
December 2010 (DMPLP) ..................................................           59,000           59,000

Line of credit in the amount of $32.0 million payable to Crescent
Partnership, interest at 11.5%, due September 2008 (CDMC) ..............           54,556           32,155

Line of credit in the amount of $40.0 million payable to Crescent
Partnership, interest at 11.5%, due December 2006 (CDMC) ...............           51,299           33,903

Line of credit in the amount of $56.2 million payable to Crescent
Partnership, interest at 11.5%, due August 2004 (CDMC) .................           44,466           39,342

Line of credit in the amount of $40.0 million payable to National
Bank of Arizona, interest at prime to prime plus 1%, due June
2002 (DMPLP) ...........................................................           18,644            9,808

Line of credit in the amount of $7.0 million payable to Crescent
Partnership, interest at 12%, due August 2003 (CRL) ....................            7,000            7,000

Term note in the amount of $0.2 million payable to Crescent
Partnership, interest at 12%, due August 2003 (CRL) ....................              166              166

Line of credit in the amount of $22.9 million payable to Crescent
Partnership, interest at 12%, due January 2003 (CDMC) ..................               --           17,379

Note payable to Crescent Partnership, interest at 12%, due June
2005 (CDMC) ............................................................               --            2,348

                                                                           --------------   --------------

       Total debt - non wholly owned subsidiaries ......................          356,593          263,417
                                                                           --------------   --------------

       Total long-term debt ............................................   $      546,728   $      473,517
                                                                           ==============   ==============

Current portion of long-term debt - CEI ................................   $       63,720   $       17,023

Current portion of long-term debt ......................................           80,928           78,104

Long-term debt - CEI, net of current portion ...........................          215,322          242,666

Long-term debt, net of current portion .................................          186,758          135,724
                                                                           --------------   --------------

  Total long-term debt .................................................   $      546,728   $      473,517
                                                                           ==============   ==============
</Table>

The Company has modified certain debt agreements with Crescent Partnership to
(i) defer principal and interest payments until the earlier of October 31, 2001
or the close of the transaction contemplated by the Sale Agreement and (ii)
cease the accrual of interest on certain debt instruments as of May 1, 2001.
Interest payments accrued but deferred as of June 30, 2001 of $8.5 million are
included in accounts payable and accrued expenses - CEI within the Company's
consolidated financial statements (see Note 2).



                                       12
<PAGE>   13



6. OTHER LIABILITIES:

Other liabilities consisted of the following (in thousands):

<Table>
<Caption>
                                                    June 30, 2001   December 31, 2000
                                                   ---------------  -----------------
<S>                                                <C>               <C>
Deferred revenue ...............................   $        70,798   $        69,265
Straight line hospitality rent adjustment ......             3,957             3,677
                                                   ---------------   ---------------
                                                   $        74,755   $        72,942
                                                   ===============   ===============
</Table>

7. EARNINGS PER SHARE:

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

<Table>
<Caption>
                                                       Three months ended                     Six months ended
                                               ----------------------------------    ----------------------------------
                                                June 30, 2001      June 30, 2000      June 30, 2001      June 30, 2000
                                               ---------------    ---------------    ---------------    ---------------
<S>                                            <C>                <C>                <C>                <C>

Net loss ...................................   $       (17,222)   $        (3,412)   $       (26,342)   $        (5,394)
                                               ===============    ===============    ===============    ===============

Weighted average shares (basic) ............            10,340             10,312             10,340             10,312

Effect of Dilutive Securities:
   Stock Options ...........................                --                 --                 --                 --
                                               ---------------    ---------------    ---------------    ---------------

Weighted average shares (diluted) ..........            10,340             10,312             10,340             10,312
                                               ===============    ===============    ===============    ===============

Net loss per share, basic and diluted ......   $         (1.67)   $         (0.33)   $         (2.55)   $         (0.52)
                                               ===============    ===============    ===============    ===============
</Table>

The Company had 1,268,224 and 1,321,434 options for its common stock outstanding
for each of the three and six months ended June 30, 2001 and each of the three
and six months ended June 30, 2000, 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            Six months ended
                                                          June 30,  2001                June 30, 2001
                                                     ---------------------------  -------------------------
<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 ...............................                  4.1                          1.5
Change in valuation allowance ....................                (59.9)                      (101.8)
Other, net .......................................                 (0.7)                        (0.7)
                                                           ------------                 ------------
      Effective tax rate .........................                (16.5%)                      (61.0%)
                                                           ============                 ============
</Table>

The Company generally provides for taxes using a 40% effective rate on the
Company's share of income or loss. The Company increased its valuation allowance
related to its consolidated tax group by $7.0 million in the second quarter of
2001 to offset a portion of the deferred tax assets for which the ultimate
realization in future years is uncertain. Management believes that the remaining
deferred tax asset will be realized due to tax planning strategies associated
with an anticipated restructure (see Note 2).



                                       13
<PAGE>   14


9. BUSINESS SEGMENT INFORMATION:

Crescent Operating's assets and operations are located entirely within the
United States and are comprised primarily 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, 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. Because the Company sold its investment in Charter
Behavioral Health Systems, LLC ("CBHS") in 2000 and did not recognize income or
loss from CBHS in 2000, the Company does not report its operations related to
CBHS as a separate segment. 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                   Six months ended
                                           --------------------------------    --------------------------------
                                            June 30, 2001     June 30, 2000     June 30, 2001     June 30, 2000
                                           --------------    --------------    --------------    --------------
<S>                                        <C>               <C>               <C>               <C>
Revenues:
   Equipment Sales and Leasing .........   $       29,251    $       38,427    $       58,791    $       74,674
   Hospitality .........................           53,924            66,429           119,292           138,639
   Temperature Controlled Logistics ....               --                --                --                --
   Land Development ....................           40,270            71,541           108,801           130,635
   Other ...............................               --                --                --                --
                                           --------------    --------------    --------------    --------------
   Total revenues ......................   $      123,445    $      176,397    $      286,884    $      343,948
                                           ==============    ==============    ==============    ==============

Net income (loss):
   Equipment Sales and Leasing .........   $       (9,023)   $         (588)   $      (11,424)   $       (1,772)
   Hospitality .........................           (3,113)             (690)           (3,153)            1,501
   Temperature Controlled Logistics ....           (1,848)             (843)           (2,663)           (2,809)
   Land Development ....................            1,145               553             1,862             1,281
   Other ...............................           (4,383)           (1,844)          (10,964)           (3,595)
                                           --------------    --------------    --------------    --------------
   Total net income (loss) .............   $      (17,222)   $       (3,412)   $      (26,342)   $       (5,394)
                                           ==============    ==============    ==============    ==============
</Table>

<Table>
<Caption>
                                            June 30, 2001   December 31, 2000
                                           --------------   -----------------
<S>                                        <C>                <C>
Identifiable assets:
   Equipment Sales and Leasing .........   $      175,596     $      192,151
   Hospitality .........................           37,748             44,810
   Temperature Controlled Logistics ....            4,390              8,829
   Land Development ....................          720,447            643,514
   Other ...............................           24,703             21,224
                                           --------------     --------------
   Total identifiable assets ...........   $      962,884     $      910,528
                                           ==============     ==============
</Table>

10. LITIGATION:

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 did own a majority (90%) economic interest in
CBHS, until December 29, 2000. 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. Crescent Operating has filed proofs of claim
against CBHS with regard to these claims; however, the Company now believes that
there exists substantial doubt whether any of its claims will be collectible,
due to the presumptively insolvent nature of the debtors' estate.

Another claimant in the CBHS bankruptcy is Crescent Partnership (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


                                       14
<PAGE>   15


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, several 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. Of those lawsuits, three also named Crescent
Operating as a defendant, but two of those suits have since been dismissed. An
additional suit seeking similar relief was also filed against Crescent Operating
and other parties, but not CBHS, leaving two WARN Act suits pending against
Crescent Operating. Under the automatic stay provisions of federal bankruptcy
law, lawsuits against CBHS or its subsidiaries are stayed unless otherwise
directed by the bankruptcy court, but the lawsuits against other defendants,
including Crescent Operating, are not stayed automatically. With respect to the
pending suits 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.

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 has challenged the valuation performed by the independent
appraiser and the procedures followed by the Company with respect to the
redemption and valuation process. The Company believes that it has complied with
all terms of the agreement as it relates to the liquidation of Mr. Haddock from
the partnership. On February 7, 2001, the Company filed a lawsuit in the 141st
Judicial Court of Tarrant County, Texas, seeking a declaratory judgment to
assist in resolution of the Company's dispute with Mr. Haddock.

The Company is a party to legal actions related to certain of its investments.
Material losses related to such cases have not been deemed probable by
management after consultation with outside counsel, and no financial statement
accruals have been made. Based on the status of the cases, the Company is unable
to determine a range of possible losses, if any, that might be incurred in
connection with this litigation. The Company believes it is not probable that
the ultimate resolution of this litigation will have a material adverse effect
on its financial position and results of operations.

11. RECENT ACCOUNTING PRONOUNCEMENTS:

As of January 1, 2001, the Company was required to adopt SFAS No. 133, as
amended by SFAS No. 138. SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, provides that all derivative instruments be recognized as
either assets or liabilities depending on the rights or obligations under the
contract and that all derivative instruments be measured at fair value. Upon
adoption, the Company was required to record the net comprehensive loss related
to its investment in Magellan warrants as a charge in the statement of
operations. Based on the value of the warrants on December 31, 2000, the Company
expensed $9.5 million on January 1, 2001 as a cumulative effect of change in
accounting principle. From January 1, 2001 forward, the Company will record
changes in the fair value of these warrants in the statement of operations as
investment income (loss). For the three and six months ended June 30, 2001, the
Company recorded changes in the fair value of these warrants, as calculated
using the Black-Scholes pricing model, as investment income of $3.4 million and
$7.8 million, respectively, in the Company's statement of operations.

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. The Company will apply the new
rules



                                       15
<PAGE>   16



on accounting for goodwill and other intangible assets beginning in the first
quarter of 2002. The Company will perform the first of the required impairment
tests of goodwill and indefinite lived intangible assets as of January 1, 2002
and has not yet determined what the effect of these tests will be on the
earnings and financial position of the Company.











                                       16
<PAGE>   17




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, 2000, as well as, in conjunction with
the Company's previously filed Form 10-Qs. 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. The Company's management is currently
actively involved in pursuing a strategic restructuring of the Company in an
effort to alleviate the Company's liquidity issues. Any failure to complete such
a restructuring of the Company would have a significant adverse effect on the
Company and its expected results. Without corporate restructuring and/or
infusion of significant equity, the Company will be unable to meet its financial
obligations in a timely manner. Based on the above, the Company's auditors
report included on the financial statements included in its 2000 Annual Report
on Form 10-K expressed substantial doubt about the Company's ability to continue
to operate as a going concern. Some of the other factors that might cause
material variation from the expectations reflected in the forward-looking
statements include:

     o    the inability of the Company to pay its obligations to Crescent
          Partnership as they come due (certain payment obligations have been
          deferred until the earlier of October 31, 2001 or the close of the
          transaction contemplated by the Sale Agreement), which is probable in
          the absence of a successful restructuring of the Company or infusion
          of equity,

     o    the inability of the Company to close the transactions contemplated by
          the Sale and Capital Agreements,

     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 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 unfavorable resolution of issues that relate to the bankruptcy
          petition of Charter Behavioral Health Systems, LLC ("CBHS"),
          including, but not limited to, judgments against the Company in
          respect of lawsuits instituted in connection with the closure of
          certain CBHS facilities prior to CBHS's filing bankruptcy, and

     o    the impact of changes in the industries in which the Company's
          businesses and investments operate (including equipment sales and
          leasing, hospitality, temperature controlled logistics and land
          development) and the economic, demographic and other competitive
          conditions affecting those industries, the Company's cash flows and
          the value of the Company's investments,

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



                                       17
<PAGE>   18



                                    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 and (iv) Land Development. Within these segments the
Company owned the following as of June 30, 2001:

o    THE EQUIPMENT SALES AND LEASING SEGMENT consisted of a wholly owned
     interest in Crescent Machinery Company and its subsidiary ("Crescent
     Machinery"), a construction equipment sales, leasing and service company
     with 17 locations in six states.

o    THE HOSPITALITY SEGMENT consisted of (i) the Company's lessee interests in
     Upscale Business Class Hotels which include the Denver Marriott City
     Center, the Hyatt Regency Albuquerque, and the Renaissance Hotel in
     Houston, Texas; and lessee interests in Destination Resort Properties which
     include the Hyatt Regency Beaver Creek, the Ventana Inn and Spa, the Sonoma
     Mission Inn and Spa, Canyon Ranch-Tucson and Canyon Ranch-Lenox
     (collectively, the "Hospitality Properties"), and (ii) 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 of a 40% interest in
     the operations of Vornado Crescent Logistics Operating Partnership
     ("AmeriCold Logistics"), which currently operates 99 refrigerated storage
     properties with an aggregate storage capacity of approximately 520 million
     cubic feet.

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 2.475% economic interest in The Woodlands Land Development Company
     L.P. ("Landevco") and (iv) a 60% economic interest in COPI Colorado, L.P.
     ("COPI Colorado"), a company that has a 10% economic interest in Crescent
     Resort Development, Inc., formerly Crescent Development Management Corp.
     ("CDMC").

RESTRUCTURING OF CRESCENT OPERATING

On December 17, 1999, President Clinton signed into law the REIT Modernization
Act, which became effective on January 1, 2001, and contains a provision that
permits real estate investments trusts ("REITs"), such as Crescent Equities, to
own and operate certain types of investments that are currently owned and
operated by Crescent Operating, specifically the Hospitality and Land
Development segments. As a result, Crescent Equities can retain business
opportunities it would otherwise offer to the Company pursuant to the
Intercompany Agreement. Crescent Operating has been in negotiations with
Crescent Equities regarding corporate restructuring alternatives which include
the sale of the Company's Hospitality and Land Development segments to Crescent
Equities.

On June 28, 2001, the Company entered into a definitive agreement (the "Sale
Agreement") with Crescent Partnership for the sale by Crescent Operating and its
subsidiaries of all the business assets in its hospitality segment, and all of
the shares of stock of its subsidiary corporations in its land development
segment to Crescent Partnership for aggregate consideration of $78.4 million. In
addition, Crescent Operating and its subsidiary, Crescent Machinery Company,
L.P. ("CMC LP") entered into a definitive agreement (the "Capital Agreement")
with Crescent Equipment Holdings, LLC ("CEH"), an affiliate of Crescent
Equities, and SunTx CMLP, Inc. ("SunTx") for the infusion of $29.0 million of
capital into CMC LP in exchange for the issuance by CMC LP of preferred
partnership interests to affiliates of Crescent Equities and SunTx. The
provisions of the Sale Agreement and the Capital Agreement are summarized below
and will be fully discussed in the Company's Proxy Statement for the Company's
2001 Annual Meeting which will be distributed to shareholders for approval of
the transactions.



                                       18
<PAGE>   19


As part of the Sale Agreement, the Intercompany Agreement between Crescent
Operating and Crescent Partnership will be terminated and Crescent Operating
will sell to Crescent Equities, or its subsidiaries, investments within Crescent
Operating's Hospitality and Land Development segments for a total consideration
of $78.4 million, comprised of:

o    The sale of Crescent Operating's lease interests in Sonoma Mission Inn &
     Spa, Ventana Inn & Spa, Hyatt Regency Beaver Creek, Canyon Ranch-Tucson,
     Canyon Ranch-Lenox, Denver Marriott City Center, Hyatt Regency Albuquerque
     and Renaissance Houston for $37.8 million.

o    The sale of Crescent Operating's 52.5% partnership interest in the
     Woodlands Operating, and 100% of the voting common stock of Desert Mountain
     Development Corporation, The Woodlands Land Company, Inc. and CDMC for
     $40.6 million.

The consideration paid by Crescent Partnership for the assets and stock
purchased under the Sale Agreement will be in the form of a cancellation of
accounts payable and certain debt owed to Crescent Partnership by Crescent
Operating or its subsidiaries. It is expected that Crescent Operating's debt
remaining will include a $16.8 million note payable to Crescent Partnership
related to the 40% ownership interest in AmeriCold Logistics, which interest
Crescent Operating will retain following the transactions. Upon closing of the
transactions under the Sale Agreement and the Capital Agreement, the Company's
debt, as reported in this Form 10-Q, of approximately $546.7 million will be
reduced to approximately $129.4 million, which, coupled with the equity
infusion, should provide adequate liquidity to maintain and grow the Company.
Crescent Operating plans to reduce the remaining debt following the close of the
Sale Agreement and the Capital Agreement transactions through a future rights
offering to existing shareholders of its common stock. This notice does not
constitute an offer of any securities for sale. Closing of the transactions is
scheduled to occur following approval by the shareholders of Crescent Operating,
and is subject to the receipt of all necessary third party consents and other
customary closing conditions.

Following the completion of the assets and stock sales transaction noted above,
CMC LP, as successor by merger to Crescent Machinery, will become the primary
remaining investment of Crescent Operating. The $29.0 million of capital
generated under the Capital Agreement is comprised of:

o    An investment by SunTx of $19.0 million to acquire (i) a convertible
     redeemable preferred partnership interest in CMC LP which is convertible
     into common partnership interests in CMC LP and is exchangeable into
     Crescent Operating common stock, subject to certain conditions, at $0.70
     per share and earns a 6% paid-in-kind dividend for three years, payable
     upon conversion or exchange and (ii) warrants for the purchase of 2.8
     million shares of Crescent Operating common stock at a future date.

o    An investment by CEH of $10.0 million, which is senior to the SunTx
     investment, to acquire a convertible redeemable preferred partnership
     interest in CMC LP which is convertible into common partnership interests
     in CMC LP and is exchangeable into Crescent Operating common stock, subject
     to certain conditions, at $1.75 per share and earns a 9% paid-in-kind
     dividend for as long as the amount is outstanding, payable upon conversion
     or exchange.

Under the Capital Agreement, the Company agreed upon a value for its investment
in CMC LP. Such agreed upon value served as an indicator to the Company that the
potential existed for the impairment of certain assets as it relates to its
current investment in Crescent Machinery. As required under Statement of
Financial Accounting Standards No. 121, using all information available, the
Company determined that certain assets within Crescent Machinery have carrying
values which exceed the estimated undiscounted cash flows of those assets. As a
result, the Company recorded an adjustment of $11.9 million as "impairment loss
on assets" in the Company's results from operations for the second quarter of
2001. The Company will continue to evaluate the assets within Crescent Machinery
for impairment and adjust such carrying values as necessary.

As contemplated by the Capital Agreement, the Company also plans to offer
approximately $15.0 million of additional common shares to its common
shareholders in a rights offering that is expected to take place in late 2001.
The rights offering, pursuant to which the Company plans to offer approximately
20.0 million common shares at a price estimated at $0.75 per share, generally
will be made available to all holders of the Company's common shares in
proportion to their ownership of shares. No record date has yet been set for the
offering, which is subject to the


                                       19
<PAGE>   20


filing and effectiveness of an appropriate registration statement with the
Securities and Exchange Commission. This notice does not constitute an offering
of any securities for sale.

If a successful restructuring is not completed and/or significant new equity is
not obtained, it is likely that the Company would be unable to meet its
financial obligations in a timely manner. The Company has modified certain debt
agreements with Crescent Partnership to (i) defer principal and interest
payments until the earlier of October 31, 2001 or the close of the transaction
contemplated by the Sale Agreement and (ii) cease the accrual of interest on
certain debt instruments as of May 1, 2001. Interest payments and hospitality
related rent payments accrued but deferred as of June 30, 2001 totaled
approximately $8.5 million and $27.2 million, respectively. If a restructuring
of the Company as now contemplated by the Company's management and/or a
significant infusion of equity is successfully completed, the Company believes
that it will be able to meet its capital requirements during 2001. Based on the
above, the Company's auditors report on the financial statements included in its
2000 Annual Report on Form 10-K expressed substantial doubt about the Company's
ability to continue to operate as a going concern.

                       EQUIPMENT SALES AND LEASING SEGMENT


<Table>
<Caption>
                                                Three months ended June 30,           Six months ended June 30,
                                             ---------------------------------    ---------------------------------
                                                  2001               2000              2001               2000
                                             --------------     --------------    --------------     --------------
<S>                                          <C>                <C>               <C>                <C>

Revenue:
   New and used equipment ................               41%                57%               45%                58%
   Rental equipment ......................               37%                25%               34%                23%
   Parts, service and supplies ...........               22%                18%               21%                19%
                                             --------------     --------------    --------------     --------------
Total revenue ............................              100%               100%              100%               100%

Expenses:
   Cost of sales:
        New and used equipment ...........               89%                87%               88%                87%
        Rental equipment .................               67%                54%               71%                59%
        Parts, service and supplies ......               64%                64%               63%                62%
                                             --------------     --------------    --------------     --------------
   Total cost of sales ...................               76%                75%               77%                76%

                                             --------------     --------------    --------------     --------------
   Gross profit ..........................               24%                25%               23%                24%

   Operating expenses ....................               27%                20%               26%                21%
                                             --------------     --------------    --------------     --------------

Income (loss) from operations ............               (3%)                5%               (3%)                3%
                                             ==============     ==============    ==============     ==============

EBITDA ...................................               (2%)               16%               (8%)               14%
                                             ==============     ==============    ==============     ==============
</Table>

Equipment sales and leasing revenue decreased $15.9 million, or 21.3%, to $58.8
million for the six months ended June 30, 2001, compared with $74.7 million for
the six months ended June 30, 2000. Net loss for the six months ended June 30,
2001 was $11.4 million as compared with net loss of $1.8 million for the six
months ended June 30, 2000. The Company believes that the results for the six
months ended June 30, 2001 are not necessarily indicative of the operating
results expected for the full year, due to the seasonality of the business.

Earnings (loss) before interest expense, income taxes, depreciation and
amortization ("EBITDA") for the Equipment Sales and Leasing segment for the six
months ended June 30, 2001 was $(4.4) million (which includes an $11.9 million
impairment loss on assets) as compared with EBITDA of $10.0 million for the six
months ended June 30, 2000. 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.


                                       20
<PAGE>   21
In connection with the restructuring plan of Crescent Operating (see Overview -
Restructuring of Crescent Operating), Crescent Machinery has been working in
tandem with SunTx and Bain & Company,Inc. to develop a new business template
that  will be implemented under the leadership of Crescent Machinery's new chief
executive, Eric E. Anderson. Mr. Anderson comes to Crescent Machinery
immediately from serving as interim chief operating officer of a company in a
turnaround situation in an unrelated industry. Mr. Anderson's previous
experience also includes serving as chairman and chief executive officer of
Aviall, Inc. (NYSE: AVL), a publicly traded aerospace distribution company,
where he was instrumental in a successful turnaround in 1996.

Crescent Machinery's immediate business plan is focused on right-sizing the
business and creating liquidity. This plan includes the reduction of operating
costs and excess or underutilized assets. The new business strategy will focus
on growth and achieving minimum standards for return on invested capital.
Increasing the returns from Crescent Machinery's distribution and rental
business will include a careful review of several key factors, including the
business mix between the sale of equipment and various rental and service
programs; evaluating the suppliers Crescent Machinery currently uses or may add
in the future to maximize the equipment solutions Crescent Machinery offers its
customers; standardizing best practices across all branch locations; and
implementing new compensation programs that directly link pay to performance.
Management believes that increased liquidity and new capital will provide
Crescent Machinery the opportunity to grow its business. Crescent Machinery will
also be evaluating opportunities to expand through acquisition or greenfield
expansion to provide improved geographic coverage and additional product lines
not presently included in the equipment sold or rented to customers.


                               HOSPITALITY SEGMENT

The following table sets forth certain information about the Hospitality
Properties for the six months ended June 30, 2001 and 2000 (excluding the Four
Seasons Hotel in Houston, Texas which was sold in November 2000). 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>


                                                           Rooms/
                                                           Guest
                                         Location          Nights
                                         --------       ------------
<S>                                     <C>             <C>
Upscale Business Class Hotels:
------------------------------
Denver Marriott City Center .......      Denver, CO              613
Hyatt Regency Albuquerque .........   Albuquerque, NM            395
Renaissance Houston ...............     Houston, TX              389
                                                        ------------
   Total/Weighted Average..........                            1,397
                                                        ============

Destination Resort Properties:
------------------------------
Hyatt Regency Beaver Creek(1) .....       Avon, CO               276
Sonoma Mission Inn & Spa ..........      Sonoma, CA              228
Ventana Inn & Spa .................     Big Sur, CA               62
Canyon Ranch-Tucson ...............      Tucson, AZ              250(2)
Canyon Ranch-Lenox ................      Lenox, MA               212(2)
                                                        ------------
   Total/Weighted Average .........                            1,028
                                                        ============

<Caption>

                                                          For the six months ended June 30,
                                       -------------------------------------------------------------------------
                                             Average                  Average                Revenue Per
                                          Occupancy Rate            Daily Rate              Available Room
                                       --------------------    ---------------------   -------------------------


                                          2001        2000        2001        2000          2001          2000
                                       --------    --------    ---------   ---------   -----------   -----------
<S>                                     <C>         <C>         <C>         <C>         <C>           <C>
Upscale Business Class Hotels:
------------------------------
Denver Marriott City Center .......          78%         84%   $     126   $     119   $        98   $       100
Hyatt Regency Albuquerque .........          70          70          106         105            75            74
Renaissance Houston ...............          65          68          117          98            76            67
                                       --------    --------    ---------   ---------   -----------   -----------
   Total/Weighted Average..........          72%         75%   $     118   $     110   $        85   $        83
                                       ========    ========    =========   =========   ===========   ===========

Destination Resort Properties:
------------------------------
Hyatt Regency Beaver Creek(1) .....          58%         68%   $     355   $     318   $       205   $       217
Sonoma Mission Inn & Spa ..........          63          73          285         287           179           211
Ventana Inn & Spa .................          72          74          400         428           288           314
Canyon Ranch-Tucson ...............
Canyon Ranch-Lenox ................
                                       --------    --------    ---------   ---------   -----------   -----------
   Total/Weighted Average .........          72%         79%   $     494   $     454   $       349   $       353
                                       ========    ========    =========   =========   ===========   ===========
</Table>

(1)  The hotel is undergoing a $6.9 million renovation of all guest rooms. The
     project is scheduled to be completed by the fourth quarter of 2001.

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

As of June 30, 2001, the Company had deferred a portion of its lease rental
obligations on the Hospitality Properties; for additional information, see
Liquidity and Capital Resources.


                                       21
<PAGE>   22



                    TEMPERATURE CONTROLLED LOGISTICS SEGMENT

The Company has a 40% economic interest in AmeriCold Logistics. The Company's
share of pretax loss from AmeriCold Logistics for the three and six months ended
June 30, 2001 was $3.1 million and $4.4 million, respectively. AmeriCold
Logistics is experiencing cash flow deficits which management of AmeriCold
Logistics is currently addressing through sales of non-core assets and capital
infusion by new investors.

At June 30, 2001, AmeriCold Logistics exercised its right, pursuant to the terms
of its leases with the Landlord, to defer payment of $3.9 million of rent, of
which the Company's share is $1.6 million. At June 30, 2001, the Company's share
of all of AmeriCold Logistics' deferred rent is $11.3 million.

On May 1, 2001, Alec C. Covington became the President and Chief Executive
Officer of AmeriCold Logistics. Mr. Covington was formerly an Executive Vice
President of SUPERVALU Inc. (NYSE: SVU) and President and Chief Operating
Officer of the SUPERVALU food distribution companies division, which is the
nation's largest distributor to grocery retailers having $17.0 billion of
revenue and 34 distribution centers. Previously, Mr. Covington was the President
and Chief Operating Officer of the wholesale division of Richfood Holdings, Inc.
when it was acquired by SUPERVALU in the fall of 1999. He has more than 25 years
of wholesale, retail and supply-chain management experience in the food
industry.

On February 22, 2001, AmeriCold Logistics leases were restructured to, among
other things, (i) reduce 2001's contractual rent to $146.0 million ($14.5
million less than 2000's contractual rent), (ii) reduce 2002's contractual rent
to $150.0 million (plus additional contingent rent in certain circumstances),
(iii) increase the landlord's share of annual maintenance capital expenditures
by $4.5 million to $9.5 million effective January 1, 2000 and (iv) extend the
deferred rent period to December 31, 2003 from March 11, 2002.


                            LAND DEVELOPMENT SEGMENT

Net income for the Land Development Segment was $1.1 million and $1.9 million
for the three and six months ended June 30, 2001, respectively. The Company's
share of Desert Mountain Development's net loss for both the three and six
months ended June 30, 2001 was $0.1 million. The Company's share of net income
from both The Woodlands Land Company and WOCOI Investment Company for the three
and six months ended June 30, 2001 was $1.3 million and $2.0 million,
respectively. The Company's share of COPI Colorado's net loss for the three and
six months ended June 30, 2001 was $0.1 million and less than $0.1 million,
respectively.

The following table sets forth certain information as of June 30, 2001 relating
to the active projects of 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          2,331          2,157     $  512,000(3)       $425,000-$3,000,000(3)
The Woodlands ..................         36,385         24,905         23,618     $   56,000           $14,000-$1,035,000
CDMC ...........................          2,587            827            651            N/A           $25,000-$4,545,000
                                   ------------   ------------   ------------

Total Land Development .........         41,637         28,063         26,426
                                   ============   ============   ============
</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 as of June 30, 2001 was $225,000.




                                       22
<PAGE>   23



                                      OTHER

As of January 1, 2001, the Company was required to adopt SFAS No. 133, as
amended by SFAS No. 138. SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, provides that all derivative instruments be recognized as
either assets or liabilities depending on the rights or obligations under the
contract and that all derivative instruments be measured at fair value. Upon
adoption, the Company was required to record the net comprehensive loss related
to its investment in Magellan warrants as a charge in the statement of
operations. Based on the value of the warrants on December 31, 2000, the Company
expensed $9.5 million on January 1, 2001 as a cumulative effect of change in
accounting principle. From January 1, 2001 forward, the Company will record
changes in the fair value of these warrants in the statement of operations as
investment income (loss). For the three and six months ended June 30, 2001, the
Company recorded changes in the fair value of these warrants, as calculated
using the Black-Scholes pricing model, as investment income of $3.4 million and
$7.8 million in the Company's statement of operations.

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. The Company will apply the new
rules on accounting for goodwill and other intangible assets beginning in the
first quarter of 2002. The Company will perform the first of the required
impairment tests of goodwill and indefinite lived intangible assets as of
January 1, 2002 and has not yet determined what the effect of these tests will
be on the earnings and financial position of the Company.



                                       23
<PAGE>   24



                      SEGMENT FINANCIAL INFORMATION
                (Amounts in thousands, except share data)

The following is a summary of Crescent Operating's estimated financial
information reported by segment for the three months ended June 30, 2001:

<Table>
<Caption>
                                                       EQUIPMENT                     TEMPERATURE
                                                         SALES                        CONTROLLED
                                                      AND LEASING     HOSPITALITY     LOGISTICS
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>

Revenues .........................................   $     29,251    $     53,924    $         --

Operating expenses ...............................         29,941          58,829               4
                                                     ------------    ------------    ------------
Income (loss) from operations ....................           (690)         (4,905)             (4)
                                                     ------------    ------------    ------------
Investment income (loss) .........................             --              --          (3,076)
                                                     ------------    ------------    ------------
Other (income) expense
      Interest expense ...........................          2,157             264              --
      Interest income ............................             (1)            (12)             --
      Impairment loss on assets ..................         11,850              --              --
      Other ......................................            243              --              --
                                                     ------------    ------------    ------------
Total other (income) expense .....................         14,249             252              --
                                                     ------------    ------------    ------------
Income (loss) before income taxes and
      minority interests .........................        (14,939)         (5,157)         (3,080)
Income tax provision (benefit) ...................         (5,916)            818          (1,232)
                                                     ------------    ------------    ------------
Income (loss) before minority interests ..........         (9,023)         (5,975)         (1,848)
Minority interests ...............................             --           2,862              --
                                                     ------------    ------------    ------------
Net income (loss) ................................   $     (9,023)   $     (3,113)   $     (1,848)
                                                     ============    ============    ============

Net income (loss) per share, basic and diluted ...   $      (0.87)   $      (0.30)   $      (0.18)
                                                     ============    ============    ============

EBITDA Calculation:(1)
      Net income (loss) ..........................   $     (9,023)   $     (3,113)   $     (1,848)
      Interest expense, net ......................          2,156              45             320
      Income tax provision (benefit) .............         (5,916)         (1,836)         (1,232)
      Depreciation and amortization ..............          5,020             339             904
                                                     ------------    ------------    ------------
EBITDA ...........................................   $     (7,763)   $     (4,565)   $     (1,856)
                                                     ============    ============    ============

<Caption>

                                                         LAND
                                                      DEVELOPMENT         OTHER          TOTAL
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>

Revenues .........................................    $     40,270    $         --    $    123,445

Operating expenses ...............................          43,098             499         132,371
                                                      ------------    ------------    ------------
Income (loss) from operations ....................          (2,828)           (499)         (8,926)
                                                      ------------    ------------    ------------
Investment income (loss) .........................          17,480           3,393          17,797
                                                      ------------    ------------    ------------
Other (income) expense
      Interest expense ...........................           2,770             861           6,052
      Interest income ............................            (925)             13            (925)
      Impairment loss on assets ..................              --              --          11,850
      Other ......................................             (13)             (4)            226
                                                      ------------    ------------    ------------
Total other (income) expense .....................           1,832             870          17,203
                                                      ------------    ------------    ------------
Income (loss) before income taxes and
      minority interests .........................          12,820           2,024          (8,332)
Income tax provision (benefit) ...................           5,007           6,407           5,084
                                                      ------------    ------------    ------------
Income (loss) before minority interests ..........           7,813          (4,383)        (13,416)
Minority interests ...............................          (6,668)             --          (3,806)
                                                      ------------    ------------    ------------
Net income (loss) ................................    $      1,145    $     (4,383)   $    (17,222)
                                                      ============    ============    ============

Net income (loss) per share, basic and diluted ...    $       0.11    $      (0.43)   $      (1.67)
                                                      ============    ============    ============

EBITDA Calculation: (1)
      Net income (loss) ..........................    $      1,145    $     (4,383)   $    (17,222)
      Interest expense, net ......................             147             874           3,542
      Income tax provision (benefit) .............             793           6,407          (1,784)
      Depreciation and amortization ..............             289             (18)          6,534
                                                      ------------    ------------    ------------
EBITDA ...........................................    $      2,374    $      2,880    $     (8,930)
                                                      ============    ============    ============
</Table>


(1)  EBITDA represents earnings (loss) 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 generally accepted accounting principles
     ("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.


                                       24
<PAGE>   25
                      SEGMENT FINANCIAL INFORMATION
                (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

The following is a summary of Crescent Operating's estimated financial
information reported by segment for the six months ended June 30, 2001:

<Table>
<Caption>
                                                            EQUIPMENT                     TEMPERATURE
                                                              SALES                        CONTROLLED
                                                           AND LEASING     HOSPITALITY      LOGISTICS
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
Revenues ..............................................   $     58,791    $    119,292    $         --

Operating expenses ....................................         60,761         124,136              21
                                                          ------------    ------------    ------------
Income (loss) from operations .........................         (1,970)         (4,844)            (21)
                                                          ------------    ------------    ------------
Investment income (loss) ..............................             --          (2,217)         (4,417)
                                                          ------------    ------------    ------------
Other (income) expense
      Interest expense ................................          4,690             506              --
      Interest income .................................             (6)            (38)             --
      Impairment loss on assets .......................         11,850              --              --
      Other ...........................................            337              --              --
                                                          ------------    ------------    ------------
Total other (income) expense ..........................         16,871             468              --
                                                          ------------    ------------    ------------
Income (loss) before income taxes,
      minority interests and accounting change ........        (18,841)         (7,529)         (4,438)
Income tax provision (benefit) ........................         (7,417)           (131)         (1,775)
                                                          ------------    ------------    ------------
Income (loss) before minority interests and
      accounting change ...............................        (11,424)         (7,398)         (2,663)
Minority interests ....................................             --           4,245              --
                                                          ------------    ------------    ------------
Income (loss) before accounting change ................        (11,424)         (3,153)         (2,663)
Cumulative effect of change in accounting principle ...             --              --              --
                                                          ------------    ------------    ------------
Net income (loss) .....................................   $    (11,424)   $     (3,153)   $     (2,663)
                                                          ============    ============    ============

Net income (loss) per share, basic and diluted ........   $      (1.11)   $      (0.30)   $      (0.26)
                                                          ============    ============    ============
EBITDA Calculation:(1)
      Net income (loss) ...............................   $    (11,424)   $     (3,153)   $     (2,663)
      Interest expense, net ...........................          4,684              62             596
      Income tax provision (benefit) ..................         (7,417)         (1,863)         (1,775)
      Depreciation and amortization ...................          9,717             678           1,779
                                                          ------------    ------------    ------------
EBITDA ................................................   $     (4,440)   $     (4,276)   $     (2,063)
                                                          ============    ============    ============

<Caption>
                                                              LAND
                                                           DEVELOPMENT       OTHER           TOTAL
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
Revenues ..............................................   $    108,801    $         --    $    286,884

Operating expenses ....................................        107,550             937         293,405
                                                          ------------    ------------    ------------
Income (loss) from operations .........................          1,251            (937)         (6,521)
                                                          ------------    ------------    ------------
Investment income (loss) ..............................         21,743           7,814          22,923
                                                          ------------    ------------    ------------
Other (income) expense
      Interest expense ................................          6,885           2,905          14,986
      Interest income .................................         (2,052)             19          (2,077)
      Impairment loss on assets .......................             --              --          11,850
      Other ...........................................           (652)             (4)           (319)
                                                          ------------    ------------    ------------
Total other (income) expense ..........................          4,181           2,920          24,440
                                                          ------------    ------------    ------------
Income (loss) before income taxes,
      minority interests and accounting change ........         18,813           3,957          (8,038)
Income tax provision (benefit) ........................          6,812           5,412           2,901
                                                          ------------    ------------    ------------
Income (loss) before minority interests and
      accounting change ...............................         12,001          (1,455)        (10,939)
Minority interests ....................................        (10,139)             --          (5,894)
                                                          ------------    ------------    ------------
Income (loss) before accounting change ................          1,862          (1,455)        (16,833)
Cumulative effect of change in accounting principle ...             --          (9,509)         (9,509)
                                                          ------------    ------------    ------------
Net income (loss) .....................................   $      1,862    $    (10,964)   $    (26,342)
                                                          ============    ============    ============

Net income (loss) per share, basic and diluted ........   $       0.18    $      (1.06)   $      (2.55)
                                                          ============    ============    ============
EBITDA Calculation:(1)
      Net income (loss) ...............................   $      1,862    $    (10,964)   $    (26,342)
      Interest expense, net ...........................            358           2,924           8,624
      Income tax provision (benefit) ..................          1,287           5,412          (4,356)
      Depreciation and amortization ...................            625             (35)         12,764
                                                          ------------    ------------    ------------
EBITDA ................................................   $      4,132    $     (2,663)   $     (9,310)
                                                          ============    ============    ============
</Table>

(1)  EBITDA represents earnings (loss) 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 generally accepted accounting principles
     ("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.

                                       25
<PAGE>   26


RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001, COMPARED
TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2000

REVENUES

Total revenue decreased $53.0 million, or 30.0%, to $123.4 million for the three
months ended June 30, 2001, compared with $176.4 million for the three months
ended June 30, 2000. Total revenue decreased $57.0 million, or 16.6%, to $286.9
million for the six months ended June 30, 2001, compared with $343.9 million for
the six months ended June 30, 2000. The decrease in total revenue is
attributable to the factors discussed in the following paragraphs.

Equipment Sales and Leasing Segment

Equipment sales and leasing revenue decreased $9.1 million, or 23.7%, to $29.3
million for the three months ended June 30, 2001, compared with $38.4 million
for the three months ended June 30, 2000. Equipment sales and leasing revenue
decreased $15.9 million, or 21.3%, to $58.8 million for the six months ended
June 30, 2001, compared with $74.7 million for the six months ended June 30,
2000. Significant components of the three month decrease were:

o    a decrease of $9.6 million in new and used equipment sales in the second
     quarter of 2001 as compared to the corresponding period in 2000 primarily
     due to lower sales volume as a result of the slowing economy and the
     closing of its Franklin, Indiana location in January 2001; and

o    a decrease in parts, service and supplies revenue of $0.8 million in the
     second quarter of 2001 as compared to the corresponding period in 2000
     primarily due to decreased demand for maintenance and repair work;
     partially offset by

o    an increase in rental revenue of $1.2 million in the second quarter of 2001
     as compared to the corresponding period in 2000 primarily due to increased
     rates and utilization of the rental fleet.


Significant components of the six month decrease were:


o    a decrease of $16.9 million in new and used equipment sales for the first
     six months of 2001 as compared to the corresponding period in 2000
     primarily due to unusually high sales volumes in March 2000, lower sales
     volume in 2001 as a result of the slowing economy, the closing of its
     Franklin, Indiana location in January 2001, and adverse weather conditions
     in certain markets in the first quarter of 2001; and

o    a decrease in parts, service and supplies revenue of $1.8 million in the
     second quarter of 2001 as compared to the corresponding period in 2000
     primarily due to decreased demand for maintenance and repair work;
     partially offset by

o    an increase in rental revenue of $2.8 million in the second quarter of 2001
     as compared to the corresponding period in 2000 primarily due to increased
     rates and utilization of the rental fleet.


Hospitality Segment


Hospitality revenue decreased $12.5 million, or 18.8%, to $53.9 million for the
three months ended June 30, 2001, compared with $66.4 million for the three
months ended June 30, 2000. Revenues decreased $19.3 million, or 13.9%, to
$119.3 million for the six months ended June 30, 2001, compared with $138.6
million for the six months ended June 30, 2000. Significant components of the
three month decrease were:

o    no revenues at the Four Seasons Hotel in Houston for the three months ended
     June 30, 2001 due to the sale of the hotel on November 3, 2000 as compared
     to revenues of $9.8 million for the three months ended June 30, 2000;



                                       26
<PAGE>   27



o    decreased revenues of $3.5 million from the Denver Marriot, the Hyatt
     Regency Beaver Creek and Sonoma Mission Inn due primarily to decreased
     occupancy as a result of weaker market conditions in the second quarter of
     2001 as compared to the corresponding period in 2000; partially offset

o    increased revenues of $0.8 million from the Renaissance Hotel due primarily
     to increased occupancy and rates in the second quarter of 2001 as compared
     to the corresponding period in 2000.

Significant components of the six month decrease were:

o    no revenues at the Four Seasons Hotel in Houston for the six months ended
     June 30, 2001 due to the sale of the hotel on November 3, 2000 as compared
     to revenues of $19.9 million for the six months ended June 30, 2000;

o    decreased revenues of $3.1 million from the Denver Marriot, the Hyatt
     Regency Beaver Creek and Sonoma Mission Inn due primarily to decreased
     occupancy as a result of weaker market conditions for the six months ended
     June 30, 2001 as compared to the corresponding period in 2000; partially
     offset

o    increased revenues of $3.3 million from the Renaissance Hotel, Canyon
     Ranch-Tucson and Canyon Ranch-Lenox due primarily to increased rates for
     the six months ended June 30, 2001 as compared to the corresponding period
     in 2000.

Land Development Segment

Land development revenue, which represents revenue from Desert Mountain
Development and COPI Colorado prior to the elimination of the minority
interests, decreased $31.2 million, or 43.6%, to $40.3 million for the three
months ended June 30, 2001, compared with $71.5 million for the three months
ended June 30, 2000. Revenues decreased $21.8 million, or 16.7%, to $108.8
million for the six months ended June 30, 2001, compared with $130.6 million for
the six months ended June 30, 2000. Significant components of the three month
decrease were:

o    a $25.7 million decrease in revenue from Desert Mountain Development for
     the three months ended June 30, 2001 as compared to the corresponding
     period in 2000 due to weaker market conditions resulting in fewer number of
     lots and homes being sold; and

o    a $5.5 million decrease in revenue from COPI Colorado for the three months
     ended June 30, 2001 as compared to the corresponding period in 2000,
     primarily due to dispositions of property management subsidiaries at the
     end of the first quarter 2001.

Significant components of the six month decrease were:

o    a $40.9 million decrease in revenue from Desert Mountain Development for
     the six months ended June 30, 2001 as compared to the corresponding period
     in 2000 due to weaker market conditions resulting in fewer number of lots
     and homes being sold; partially offset by

o    a $19.1 million increase in revenue from COPI Colorado for the six months
     ended June 30, 2001 as compared to the corresponding period in 2000,
     primarily due to an increase in real estate sales primarily due to the sale
     of condominiums and townhomes at projects which were under construction
     during the six months ended June 30, 2000.

OPERATING EXPENSES

Total operating expenses decreased $38.4 million, or 22.5%, to $132.4 million
for the three months ended June 30, 2001, compared with $170.8 million for the
three months ended June 30, 2000. Total operating expenses decreased $37.0
million, or 11.2%, to $293.4 million for the six months ended June 30, 2001,
compared with $330.4 million for the six months ended June 30, 2000. The
decrease in total operating expenses is attributable to the factors discussed in
the following paragraphs.



                                       27
<PAGE>   28



Equipment Sales and Leasing Segment

Equipment sales and leasing expenses decreased $6.7 million, or 18.3%, to $29.9
million for the three months ended June 30, 2001, compared with $36.6 million
for the three months ended June 30, 2000. Equipment sales and leasing expenses
decreased $11.5 million, or 15.9%, to $60.8 million for the six months ended
June 30, 2001, compared with $72.3 million for the six months ended June 30,
2000. Significant components of the three month decrease were:

o    an $8.2 million decrease in new and used equipment expenses for the three
     months ended June 30, 2001 as compared to the corresponding period in 2000
     as a result of a decrease in new and used equipment sales for the same
     period; partially offset by

o    a $2.1 million increase in rental expenses for the three months ended June
     30, 2001 as compared to the corresponding period in 2000 primarily due to
     an increase in rental inventory resulting in increased depreciation expense
     as well as increased maintenance costs on the rental fleet.


Significant components of the six month decrease were:


o    a $14.3 million decrease in new and used equipment expenses for the six
     months ended June 30, 2001 as compared to the corresponding period in 2000
     as a result of a decrease in new and used equipment sales for the same
     period; partially offset by

o    a $4.0 million increase in rental expenses for the six months ended June
     30, 2001 as compared to the corresponding period in 2000 primarily due to
     an increase in rental inventory resulting in increased depreciation
     expense, increased maintenance costs on the rental fleet as well as an
     increase in lease costs associated with a portion of its re-rental revenue.


Hospitality Segment

Hospitality expenses decreased $8.7 million, or 12.9%, to $58.8 million for the
three months ended June 30, 2001, compared with $67.5 million for the three
months ended June 30, 2000. Expenses decreased $13.5 million, or 9.8%, to $124.1
million for the six months ended June 30, 2001, compared with $137.6 million for
the six months ended June 30, 2000. Significant components of the three month
decrease were:

o    a decrease in rent and expenses in the amount of $1.8 million consistent
     with decreased revenues generated by certain of the Hospitality Properties
     as a result of decreased occupancy during the three months ended June 30,
     2001 as compared to the corresponding period in 2000; and

o    no rent or expenses associated with the Four Seasons Hotel in Houston for
     the three months ended June 30, 2001 due to the sale of the hotel on
     November 3, 2000 as compared to rent and expenses of $9.1 million for the
     three months ended June 30, 2000; partially offset by

o    additional rent in the amount of $0.7 million for the three months ended
     June 30, 2001 as compared to the corresponding period in 2000 due to
     increased base rent as a result of capital expenditures made at certain of
     the hotels.


Significant components of the six month decrease were:


o    additional rent and expenses in the amount of $0.8 million consistent with
     decreased revenues generated by certain of the Hospitality Properties as a
     result of decreased occupancy during the six months ended June 30, 2001 as
     compared to the corresponding period in 2000; and

o    no rent or expenses associated with the Four Seasons Hotel in Houston for
     the six months ended June 30, 2001 due to the sale of the hotel on November
     3, 2000 as compared to rent and expenses of $18.1 million for the six
     months ended June 30, 2000; partially offset by


                                       28
<PAGE>   29


o     additional rent in the amount of $1.5 million for the six months ended
      June 30, 2001 as compared to the corresponding period in 2000 due to
      increased base rent as a result of capital expenditures made at certain of
      the hotels.


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, decreased $22.7 million, or 34.5%, to $43.1 million for the
three months ended June 30, 2001, compared with $65.8 million for the three
months ended June 30, 2000. Expenses decreased $11.0 million, or 9.3%, to $107.6
million for the six months ended June 30, 2001, compared with $118.6 million for
the six months ended June 30, 2000. Significant components of the three month
decrease were:

o    a $16.9 million decrease in expenses incurred by Desert Mountain
     Development during the three months ended June 30, 2001 as compared to the
     corresponding period in 2000 primarily due to lower costs associated with
     decreased home and lot sales; and

o    a $5.7 million decrease in expenses incurred by COPI Colorado during the
     three months ended June 30, 2001 as compared to the corresponding period in
     2000, primarily due dispositions of property management subsidiaries at the
     end of the first quarter 2001.


Significant components of the six month decrease were:


o    a $30.9 million decrease in expenses incurred by Desert Mountain
     Development during the six months ended June 30, 2001 as compared to the
     corresponding period in 2000 primarily due to lower costs associated with
     decreased home and lot sales; partially offset by

o    a $20.0 million increase in expenses incurred by COPI Colorado during the
     six months ended June 30, 2001 as compared to the corresponding period in
     2000, primarily due to the higher costs associated with the increase in
     real estate revenues, and to higher marketing and overhead expenses.


Corporate General and Administrative Expenses

Corporate general and administrative expenses totaled $0.5 and $1.0 million for
the three and six months ended June 30, 2001, respectively, as compared to $1.0
and $2.0 million for the three and six months ended June 30, 2000. These
expenses consisted of general corporate overhead costs, such as legal and
accounting costs, insurance costs and corporate salaries. The decrease for the
six months ended June 30, 2001 compared to the same period in 2000 is primarily
attributable to a decrease in the number or corporate employees in 2001 and to
transaction costs of approximately $0.5 million incurred by the Company in the
first half of 2000 in conjunction with the negotiation of the asset purchase
agreement with CBHS which did not recur in 2001.

INVESTMENT INCOME

Investment income increased $16.5 million or 1,269%, to $17.8 million for the
three months ended June 30, 2001, compared with $1.3 million for the three
months ended June 30, 2000. Significant components of the increase were:

o    an increase in equity in income of Landevco in the amount of $11.7 million
     primarily due to increased residential and commercial land sales;

o    a decrease in equity in loss of CRL in the amount of $2.0 million; and



                                       29
<PAGE>   30


o     investment income in the amount of $3.4 million realized from the increase
      in the fair value of the Company's Magellan warrants which is recorded in
      the statement of operations effective January 1, 2001 as required under
      SFAS No. 133, Accounting for Derivative Instruments and Hedging
      Activities.

Investment income increased $16.1 million, or 237%, to $22.9 million, for the
six months ended June 30, 2001, compared with $6.8 million for the six months
ended June 30, 2000. Significant components of the increase were:

o    an increase in equity in income of Landevco in the amount of $9.2 million
     primarily due to increased residential and commercial land sales;

o    a decrease in equity in loss of AmeriCold Logistics in the amount of $0.7
     million; and

o    investment income in the amount of $7.8 million realized from the increase
     in the fair value of the Company's Magellan warrants which is recorded in
     the statement of operations effective January 1, 2001 as required under
     SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities;
     partially offset by

o    the one-time gain on sale of the Houston Center Athletic Club of $1.6
     million that occurred during the six months ended June 30, 2000.

OTHER (INCOME) EXPENSE

Other (income) expense increased $9.7 million, or 129%, to $17.2 million for the
three months ended June 30, 2001, compared with $7.5 million for the three
months ended June 30, 2000. For the six months ended June 30, 2001, other
(income) expense increased $9.6 million, or 64.9%, to $24.4 million, compared
with $14.8 million for the six months ended June 30, 2000. The increase for both
the three and six months ended June 30, 2001 is primarily attributable to the
Company's recording of an impairment loss on assets of $11.9 million related to
certain Crescent Machinery assets.

INCOME TAX PROVISION (BENEFIT)

Income tax provision of $5.1 million for the three months ended June 30, 2001
represents a change of $5.3 million from the three months ended June 30, 2000.
Income tax provision consisted of a $6.4 million tax provision at the corporate
level, a $5.0 million tax provision for the Land Development segment, a $0.8
million tax provision for the Hospitality segment, partially offset by a $5.9
million tax benefit for the Equipment Sales and Leasing segment, and a $1.2
million tax benefit for the Temperature Controlled Logistics segment.

Income tax provision of $2.9 million for the six months ended June 30, 2001
represents a change of $1.6 million from the six months ended June 30, 2000.
Income tax provision consisted of a $6.8 million tax provision for the Land
Development segment, a $5.4 million tax provision at the corporate level,
partially offset by a $7.4 million tax benefit for the Equipment Sales and
Leasing segment, a $1.8 million tax benefit for the Temperature Controlled
Logistics segment and a $0.1 million tax benefit for the Hospitality segment.

The Company generally provides for taxes using a 40% effective rate on the
Company's share of income or loss. The Company increased its valuation allowance
by $7.0 million in the second quarter of 2001 to offset a portion of the
deferred tax assets for which the ultimate realization in future years is
uncertain. Management believes that the remaining deferred tax asset will be
realized due to tax planning strategies associated with an anticipated
restructure. 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.

MINORITY INTERESTS

Minority interests increased $0.8 million, or 26.7%, to $3.8 million for the
three months ended June 30, 2001, compared to $3.0 million for the three months
ended June 30, 2000. Minority interests decreased $3.8 million, or 39.2%, to
$5.9 million for the six months ended June 30, 2001, compared with $9.7 million
for the six months ended June 30, 2000. Minority interests consist of the
non-voting interests in the Land Development segment and in CRL Investments.




                                       30
<PAGE>   31


CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

Cumulative effect of change in accounting principle increased $9.5 million, or
100%, for the six months ended June 30, 2001 as compared to the corresponding
period in 2000. The change from the prior year was due to the adoption of SFAS
No. 133 on January 1, 2001, whereby the Company realized a $9.5 million loss
related to its investment in Magellan warrants, calculated as the difference
between the original cost of the Magellan warrants and their estimated fair
value at January 1, 2001 as calculated using the Black-Scholes pricing model.

LIQUIDITY AND CAPITAL RESOURCES

As discussed in this Form 10-Q (see Overview - Restructuring of Crescent
Operating), the Company's management is currently actively pursuing a strategic
restructuring of the Company in an effort to alleviate the Company's liquidity
issues and has entered into the Sale Agreement and the Capital Agreement to
accomplish such a restructuring. If a successful restructuring of Crescent
Operating is not completed and/or significant new equity is not obtained, it is
likely that the Company would be unable to meet its financial obligations in a
timely manner. Recognizing that cash flow from its assets would not 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 Partnership to defer until February 2001
payments on certain of Crescent Operating's obligations to Crescent Partnership
otherwise scheduled to be made in 2000. In the first quarter 2001, the Company
further extended payment of these obligations until April 20, 2001 and in the
second quarter, the Company further extended payment of these obligations until
May 23, 2001. In connection with the execution of the Sale Agreement on June 28,
2001, the Company has modified certain debt agreements with Crescent Partnership
to (i) defer principal and interest payments until the earlier of October 31,
2001 or the close of the transaction contemplated by the Sale Agreement and (ii)
cease the accrual of interest on certain debt instruments as of May 1, 2001.
Interest payments and hospitality related rent payments accrued but deferred as
of June 30, 2001 totaled approximately $8.5 million and $27.2 million,
respectively. If a restructuring of the Company as now contemplated by the
Company's management and/or a significant infusion of equity is successfully
completed, the Company believes that it will be able to meet its capital
requirements during 2001. If a successful restructuring is not completed and/or
significant new equity is not obtained, the Company will not have adequate
capital to meet its needs. Based on the above, the Company's auditors report
included on the financial statements included in its 2000 Annual Report on Form
10-K expressed substantial doubt about the Company's ability to continue to
operate as a going concern.

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 $37.1 million and $62.1 million at June 30, 2001
and December 31, 2000, respectively. The 40.3% decrease is attributable to
$107.7 and $14.1 million of cash used in operating and investing activities,
respectively, partially offset by $96.9 million of cash provided by financing
activities.

OPERATING ACTIVITIES

Net cash flows used in operating activities for the six months ended June 30,
2001 were $107.7 million compared with net cash provided by operating activities
of $16.5 million for the six months ended June 30, 2000. The Company's outflow
of cash used in operating activities of $107.7 million was primarily
attributable to a net loss of $26.3 million, adjusted for:

o    an increase in deferred taxes of $7.5 million;
o    change in fair value of Magellan warrants of $7.8 million;
o    cumulative effect of change in accounting principle of $9.5 million;
o    equity in income of unconsolidated subsidiaries of $15.1 million;
o    non-cash depreciation and amortization of $17.1 million; and
o    impairment loss on assets of $11.9 million.



                                       31
<PAGE>   32


In addition, the Company had outflows from:

o    an increase in real estate of $135.7 million; and
o    decrease in accounts payable and accrued expenses of $15.3 million.

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

o    increase in accounts payable and accrued expenses - CEI of $24.3 million;
o    increase in accounts receivable of $13.9 million; and
o    increase in deferred revenue of $13.8 million.

INVESTING ACTIVITIES

Net cash flows used in investing activities for the six months ended June 30,
2001 were $14.1 million compared with net cash used in investing activities of
$6.6 million for the six months ended June 30, 2000. The Company's outflow of
cash used in investing activities of $14.1 million was primarily attributable to
outflows from:

o    disposition of business interest by controlled subsidiary, net of cash
     transferred of $17.7 million; and
o    purchases of property and equipment of $18.8 million.

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

o    distributions from investments of controlled subsidiaries of $15.3 million;
     and
o    proceeds from the sale of property and equipment of $6.7 million.

FINANCING ACTIVITIES

Net cash flows provided by financing activities for the six months ended June
30, 2001 were $96.9 million compared with net cash used in financing activities
of $3.4 million for the six months ended June 30, 2000. The Company's inflow of
cash provided by financing activities of $96.9 million was primarily
attributable to inflow from:

o    proceeds of long-term debt of $217.1 million; and
o    capital contributions attributable to minority interests of $4.3 million.

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

o    payments of long-term debt of $111.0 million; and
o    distributions to minority interests of $13.2 million.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since December 31, 2000, there have been no material changes to the information
regarding market risk as set forth in the Company's Form 10-K for the year ended
December 31, 2000.




                                       32
<PAGE>   33


                           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 did own a majority (90%) economic interest in
CBHS, until December 29, 2000. 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. Crescent Operating has filed proofs of claim
against CBHS with regard to these claims; however, the Company now believes that
there exists substantial doubt whether any of its claims will be collectible,
due to the presumptively insolvent nature of the debtors' estate.

Another claimant in the CBHS bankruptcy is Crescent Partnership (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, several 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. Of those lawsuits, three also named Crescent
Operating as a defendant, but two of those suits have since been dismissed. An
additional suit seeking similar relief was also filed against Crescent Operating
and other parties, but not CBHS, leaving two WARN Act suits pending against
Crescent Operating. Under the automatic stay provisions of federal bankruptcy
law, lawsuits against CBHS or its subsidiaries are stayed unless otherwise
directed by the bankruptcy court, but the lawsuits against other defendants,
including Crescent Operating, are not stayed automatically. With respect to the
pending suits 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.

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 has challenged the valuation performed by the independent
appraiser and the procedures followed by the Company with respect to the
redemption and valuation process. The Company believes that it has complied with
all terms of the agreement as it relates to the liquidation of Mr. Haddock from
the partnership. On February 7, 2001, the Company filed a lawsuit in the 141st
Judicial Court of Tarrant County, Texas seeking a declaratory judgment to assist
in resolution of the Company's dispute with Mr. Haddock.



                                       33
<PAGE>   34



ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

Not Applicable

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

Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBIT
        NUMBER    DESCRIPTION OF EXHIBITS
        -------   -----------------------

          2.1     Agreement for the Purchase and Sale of Assets and Stock dated
                  as of June 28, 2001, by and among Crescent Real Estate
                  Equities Limited Partnership, as Purchaser, and Crescent
                  Operating, Inc., RoseStar Management LLC, Canyon Ranch
                  Leasing, L. L. C., Wine Country Hotel, LLC, RoseStar
                  Southwest, LLC, COI Hotel Group, Inc., and COPI Colorado, LP,
                  as Sellers (filed as Annex A to the Company's Regulation 14A
                  preliminary proxy statement filed August 10, 2001
                  ("Preliminary Proxy Statement") and incorporated by reference
                  herein)

          2.2     Securities Purchased Agreement dated June 28, 2001, by and
                  among Crescent Machinery Company, LP, Crescent Machinery
                  Company, Crescent Operating, Inc., COPI Colorado, LP, CRE
                  Equipment Holdings, LLC, Crescent Real Estate Equities Limited
                  Partnership, and SunTx CMLP, Inc. (filed as Annex E to the
                  Preliminary Proxy Statement and incorporated by reference
                  herein)

          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)

          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)



                                       34
<PAGE>   35

          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)

          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)


                                       35
<PAGE>   36


          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)

          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)


                                       36
<PAGE>   37



          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)

          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)


                                       37
<PAGE>   38



          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)

          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)


                                       38
<PAGE>   39


          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)

          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)


                                       39
<PAGE>   40



          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)

          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)


                                       40
<PAGE>   41



          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
                  December 31, 1999 Form 10-K ("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)


                                       41
<PAGE>   42



          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 affective 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)


                                       42
<PAGE>   43



          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 as Exhibit 10.104 to the
                  Company's March 31, 2000 Form 10-Q ("March 31, 2000 Form
                  10-Q") and incorporated by reference herein)

          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 as Exhibit 10.105 to March 31,
                  2000 Form 10-Q and incorporated by reference herein)

          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 as Exhibit 10.106 to March 31, 2000
                  Form 10-Q and incorporated by reference herein)

          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 as Exhibit
                  10.107 to March 31, 2000 Form 10-Q and incorporated by
                  reference herein)

          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 as Exhibit 10.108 to March 31, 2000 Form 10-Q and
                  incorporated by reference herein)

          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 as
                  Exhibit 10.109 to March 31, 2000 Form 10-Q and incorporated by
                  reference herein)

          10.110  Termination of Lease Agreement for The Four Seasons Hotel,
                  Houston, effective November 3, 2000, between COI Hotel Group,
                  Inc. and Crescent Real Estate Funding IX, L.P. (filed as
                  Exhibit 10.110 to the Company's September 30, 2000 Form 10-Q
                  ("September 30, 2000 Form 10-Q") and incorporated by reference
                  herein)

          10.111  First Amendment to Credit and Security agreement effective
                  February 1, 2000, between Crescent Realty Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $19.5 Million Credit and Security Agreement effective March
                  11, 1999 (filed as Exhibit 10.111 to September 30, 2000 Form
                  10-Q and incorporated by reference herein)

          10.112  Second Amendment to Credit and Security Agreement effective
                  February 1, 2000, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $9 Million Credit and Security Agreement effective September
                  21, 1998 (filed as Exhibit 10.112 to September 30, 2000 Form
                  10-Q and incorporated by reference herein)

          10.113  Fourth Amendment to Amended and Restated Credit and Security
                  Agreement effective February 1, 2000, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Amended and Restated Credit and Security
                  Agreement effective May 21, 1997 (filed as Exhibit 10.113 to
                  September 30, 2000 Form 10-Q and incorporated by reference
                  herein)


                                       43
<PAGE>   44



          10.114  Fourth Amendment to Line of Credit Credit and Security
                  Agreement effective February 1, 2000, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.114 to September
                  30, 2000 Form 10-Q and incorporated by reference herein)

          10.115  Credit Agreement dated September 21, 2000, 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
                  10.115 to December 31, 2000 Form 10-K and incorporated by
                  reference herein)

          10.116  Assignment of Interest in East West Resorts, LLC (CDMC to
                  COPI); Assignment of Interest in East West Resorts, LLC (COPI
                  to CDMC); and Assignment, Assumption and Consent Agreement
                  dated December 31, 2000, among Crescent Development Management
                  Corp., Crescent Development Management Corp. II, and Crescent
                  Real Estate Equities Limited Partnership (filed as Exhibit
                  10.116 to December 31, 2000 Form 10-K and incorporated by
                  reference herein)

          10.117  Assignment of Membership Interest dated December 29, 2000
                  between Crescent Operating, Inc. and Rockwood Financial Group,
                  Inc.; Assignment of Membership Interest dated December 29,
                  2000 between COPI CBHS Holdings, L.P. and Rockwood Financial
                  Group, Inc.; and related Indemnification Agreement dated
                  December 29, 2000 among COPI CBHS Holdings, L.P., Crescent
                  Operating, Inc. and Rockwood Financial Group, Inc. (filed as
                  Exhibit 10.117 to December 31, 2000 Form 10-K and incorporated
                  by reference herein)


                                       44
<PAGE>   45


          10.118  Severance Agreement dated February 5, 2001, between Richard P.
                  Knight and Crescent Operating, Inc. and Crescent Machinery
                  Company (filed as Exhibit 10.118 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

          10.119  Second Amendment to Credit and Security Agreement effective
                  January 31, 2001, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $19.5 million Credit and Security Agreement effective March
                  11, 1999 (filed as Exhibit 10.119 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

          10.120  Third Amendment to Credit and Security Agreement effective
                  January 31, 2001, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $9 million Credit and Security Agreement effective September
                  21, 1998 (filed as Exhibit 10.120 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

          10.121  Fifth Amendment to Line of Credit Credit and Security
                  Agreement effective January 31, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.121 to March 31,
                  2001 Form 10-Q and incorporated by reference herein)

          10.122  Fifth Amendment to Amended and Restated Credit and Security
                  Agreement effective January 31, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Amended and Restated Credit and Security
                  Agreement effective May 21, 1997 (filed as Exhibit 10.122 to
                  March 31, 2001 Form 10-Q and incorporated by reference herein)

          10.123  Third Amendment to Credit and Security Agreement effective
                  February 15, 2001, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $19.5 million Credit and Security Agreement effective March
                  11, 1999 (filed as Exhibit 10.123 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

          10.124  Fourth Amendment to Credit and Security Agreement effective
                  February 15, 2001, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $9 million Credit and Security Agreement effective September
                  21, 1998 (filed as Exhibit 10.124 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

          10.125  Sixth Amendment to Line of Credit Credit and Security
                  Agreement effective February 15, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.125 to March 31,
                  2001 Form 10-Q and incorporated by reference herein)

          10.126  Sixth Amendment to Amended and Restated Credit and Security
                  Agreement effective February 15, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Amended and Restated Credit and Security
                  Agreement effective May 21, 1997 (filed as Exhibit 10.126 to
                  March 31, 2001 Form 10-Q and incorporated by reference herein)


                                       45
<PAGE>   46



          10.127  Fourth Amendment to Credit and Security Agreement effective
                  March 5, 2001, between Crescent Real Estate Equities Limited
                  Partnership and Crescent Operating, Inc. relating to $19.5
                  million Credit and Security Agreement effective March 11, 1999
                  (filed as Exhibit 10.127 to March 31, 2001 Form 10-Q and
                  incorporated by reference herein)

          10.128  Fifth Amendment to Credit and Security Agreement effective
                  March 5, 2001, between Crescent Real Estate Equities Limited
                  Partnership and Crescent Operating, Inc. relating to $9
                  million Credit and Security Agreement effective September 21,
                  1998 (filed as Exhibit 10.128 to March 31, 2001 Form 10-Q and
                  incorporated by reference herein)

          10.129  Seventh Amendment to Line of Credit Credit and Security
                  Agreement effective March 5, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.129 to March 31,
                  2001 Form 10-Q and incorporated by reference herein)

          10.130  Seventh Amendment to Amended and Restated Credit and Security
                  Agreement effective March 5, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Amended and Restated Credit and Security
                  Agreement effective May 21, 1997 (filed as Exhibit 10.130 to
                  March 31, 2001 Form 10-Q and incorporated by reference herein)

          10.131  Management Rights Agreement dated as of February 6, 2001, by
                  and among Crescent Operating, Inc., Crescent Machinery
                  Company, Crescent Machinery Company, LP, and SunTX Capital
                  Management Corp. (filed herewith)


(b)     Reports on Form 8-K

        Form 8-K filed, on July 16, 2001, announcing the Company's execution of
        definitive agreements for (i) the sale to Crescent Partnership of all
        the business assets in its hospitality segment, and all of the shares of
        stock of its subsidiary corporations in its land development segment and
        (ii) the infusion of $29.0 million of capital into CMC LP in exchange
        for the issuance by CMC LP of preferred partnership interests to
        affiliates of Crescent Equities and SunTx and the issuance to SunTx of
        warrants to purchase shares of Crescent Operating common stock.


                                       46
<PAGE>   47


                                   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 14th day of August, 2001.

                               CRESCENT OPERATING, INC.
                               (Registrant)


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


                               By /s/ Jeffrey L. Stevens
                                  ---------------------------------------------
                                  Jeffrey L. Stevens, Executive Vice President,
                                  Chief Operating Officer and Director
                                  (Principal Financial and Accounting Officer)


                                       47
<PAGE>   48

                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION OF EXHIBITS
-------           -----------------------
<S>               <C>
  2.1             Agreement for the Purchase and Sale of Assets and Stock dated
                  as of June 28, 2001, by and among Crescent Real Estate
                  Equities Limited Partnership, as Purchaser, and Crescent
                  Operating, Inc., RoseStar Management LLC, Canyon Ranch
                  Leasing, L. L. C., Wine Country Hotel, LLC, RoseStar
                  Southwest, LLC, COI Hotel Group, Inc., and COPI Colorado, LP,
                  as Sellers (filed as Annex A to the Company's Regulation 14A
                  preliminary proxy statement filed August 10, 2001
                  ("Preliminary Proxy Statement") and incorporated by reference
                  herein)

  2.2             Securities Purchased Agreement dated June 28, 2001, by and
                  among Crescent Machinery Company, LP, Crescent Machinery
                  Company, Crescent Operating, Inc., COPI Colorado, LP, CRE
                  Equipment Holdings, LLC, Crescent Real Estate Equities Limited
                  Partnership, and SunTx CMLP, Inc. (filed as Annex E to the
                  Preliminary Proxy Statement and incorporated by reference
                  herein)

  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)

  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)
</Table>
<PAGE>   49
<Table>
<S>               <C>
  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)

  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)
</Table>



<PAGE>   50
<Table>
<S>               <C>
  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)

  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)
</Table>

<PAGE>   51
<Table>
<S>               <C>
  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)

  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)
</Table>


<PAGE>   52
<Table>
<S>               <C>
  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)

  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)
</Table>


<PAGE>   53
<Table>
<S>               <C>
  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)

  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)
</Table>



<PAGE>   54
<Table>
<S>               <C>
  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)

  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)
</Table>



<PAGE>   55
<Table>
<S>               <C>
  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
                  December 31, 1999 Form 10-K ("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)
</Table>



<PAGE>   56
<Table>
<S>               <C>
  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 affective 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)
</Table>


<PAGE>   57
<Table>
<S>               <C>
  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 as Exhibit 10.104 to the
                  Company's March 31, 2000 Form 10-Q ("March 31, 2000 Form
                  10-Q") and incorporated by reference herein)

  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 as Exhibit 10.105 to March 31,
                  2000 Form 10-Q and incorporated by reference herein)

  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 as Exhibit 10.106 to March 31, 2000
                  Form 10-Q and incorporated by reference herein)

  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 as Exhibit
                  10.107 to March 31, 2000 Form 10-Q and incorporated by
                  reference herein)

  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 as Exhibit 10.108 to March 31, 2000 Form 10-Q and
                  incorporated by reference herein)

  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 as
                  Exhibit 10.109 to March 31, 2000 Form 10-Q and incorporated by
                  reference herein)

  10.110          Termination of Lease Agreement for The Four Seasons Hotel,
                  Houston, effective November 3, 2000, between COI Hotel Group,
                  Inc. and Crescent Real Estate Funding IX, L.P. (filed as
                  Exhibit 10.110 to the Company's September 30, 2000 Form 10-Q
                  ("September 30, 2000 Form 10-Q") and incorporated by reference
                  herein)

  10.111          First Amendment to Credit and Security agreement effective
                  February 1, 2000, between Crescent Realty Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $19.5 Million Credit and Security Agreement effective March
                  11, 1999 (filed as Exhibit 10.111 to September 30, 2000 Form
                  10-Q and incorporated by reference herein)

  10.112          Second Amendment to Credit and Security Agreement effective
                  February 1, 2000, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $9 Million Credit and Security Agreement effective September
                  21, 1998 (filed as Exhibit 10.112 to September 30, 2000 Form
                  10-Q and incorporated by reference herein)

  10.113          Fourth Amendment to Amended and Restated Credit and Security
                  Agreement effective February 1, 2000, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Amended and Restated Credit and Security
                  Agreement effective May 21, 1997 (filed as Exhibit 10.113 to
                  September 30, 2000 Form 10-Q and incorporated by reference
                  herein)
</Table>

<PAGE>   58
<Table>
<S>               <C>
  10.114          Fourth Amendment to Line of Credit Credit and Security
                  Agreement effective February 1, 2000, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.114 to September
                  30, 2000 Form 10-Q and incorporated by reference herein)

  10.115          Credit Agreement dated September 21, 2000, 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
                  10.115 to December 31, 2000 Form 10-K and incorporated by
                  reference herein)

  10.116          Assignment of Interest in East West Resorts, LLC (CDMC to
                  COPI); Assignment of Interest in East West Resorts, LLC (COPI
                  to CDMC); and Assignment, Assumption and Consent Agreement
                  dated December 31, 2000, among Crescent Development Management
                  Corp., Crescent Development Management Corp. II, and Crescent
                  Real Estate Equities Limited Partnership (filed as Exhibit
                  10.116 to December 31, 2000 Form 10-K and incorporated by
                  reference herein)

  10.117          Assignment of Membership Interest dated December 29, 2000
                  between Crescent Operating, Inc. and Rockwood Financial Group,
                  Inc.; Assignment of Membership Interest dated December 29,
                  2000 between COPI CBHS Holdings, L.P. and Rockwood Financial
                  Group, Inc.; and related Indemnification Agreement dated
                  December 29, 2000 among COPI CBHS Holdings, L.P., Crescent
                  Operating, Inc. and Rockwood Financial Group, Inc. (filed as
                  Exhibit 10.117 to December 31, 2000 Form 10-K and incorporated
                  by reference herein)
</Table>


<PAGE>   59
<Table>
<S>               <C>
  10.118          Severance Agreement dated February 5, 2001, between Richard P.
                  Knight and Crescent Operating, Inc. and Crescent Machinery
                  Company (filed as Exhibit 10.118 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

  10.119          Second Amendment to Credit and Security Agreement effective
                  January 31, 2001, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $19.5 million Credit and Security Agreement effective March
                  11, 1999 (filed as Exhibit 10.119 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

  10.120          Third Amendment to Credit and Security Agreement effective
                  January 31, 2001, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $9 million Credit and Security Agreement effective September
                  21, 1998 (filed as Exhibit 10.120 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

  10.121          Fifth Amendment to Line of Credit Credit and Security
                  Agreement effective January 31, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.121 to March 31,
                  2001 Form 10-Q and incorporated by reference herein)

  10.122          Fifth Amendment to Amended and Restated Credit and Security
                  Agreement effective January 31, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Amended and Restated Credit and Security
                  Agreement effective May 21, 1997 (filed as Exhibit 10.122 to
                  March 31, 2001 Form 10-Q and incorporated by reference herein)

  10.123          Third Amendment to Credit and Security Agreement effective
                  February 15, 2001, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $19.5 million Credit and Security Agreement effective March
                  11, 1999 (filed as Exhibit 10.123 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

  10.124          Fourth Amendment to Credit and Security Agreement effective
                  February 15, 2001, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Operating, Inc. relating to
                  $9 million Credit and Security Agreement effective September
                  21, 1998 (filed as Exhibit 10.124 to March 31, 2001 Form 10-Q
                  and incorporated by reference herein)

  10.125          Sixth Amendment to Line of Credit Credit and Security
                  Agreement effective February 15, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.125 to March 31,
                  2001 Form 10-Q and incorporated by reference herein)

  10.126          Sixth Amendment to Amended and Restated Credit and Security
                  Agreement effective February 15, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Amended and Restated Credit and Security
                  Agreement effective May 21, 1997 (filed as Exhibit 10.126 to
                  March 31, 2001 Form 10-Q and incorporated by reference herein)
</Table>
<PAGE>   60
<Table>
<S>               <C>
  10.127          Fourth Amendment to Credit and Security Agreement effective
                  March 5, 2001, between Crescent Real Estate Equities Limited
                  Partnership and Crescent Operating, Inc. relating to $19.5
                  million Credit and Security Agreement effective March 11, 1999
                  (filed as Exhibit 10.127 to March 31, 2001 Form 10-Q and
                  incorporated by reference herein)

  10.128          Fifth Amendment to Credit and Security Agreement effective
                  March 5, 2001, between Crescent Real Estate Equities Limited
                  Partnership and Crescent Operating, Inc. relating to $9
                  million Credit and Security Agreement effective September 21,
                  1998 (filed as Exhibit 10.128 to March 31, 2001 Form 10-Q and
                  incorporated by reference herein)

  10.129          Seventh Amendment to Line of Credit Credit and Security
                  Agreement effective March 5, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.129 to March 31,
                  2001 Form 10-Q and incorporated by reference herein)

  10.130          Seventh Amendment to Amended and Restated Credit and Security
                  Agreement effective March 5, 2001, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Amended and Restated Credit and Security
                  Agreement effective May 21, 1997 (filed as Exhibit 10.130 to
                  March 31, 2001 Form 10-Q and incorporated by reference herein)

  10.131          Management Rights Agreement dated as of February 6, 2001, by
                  and among Crescent Operating, Inc., Crescent Machinery
                  Company, Crescent Machinery Company, LP, and SunTX Capital
                  Management Corp. (filed herewith)
</Table>