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                                                                   EXHIBIT 10.45



                              SECOND AMENDMENT TO
                                 LINE OF CREDIT
                         CREDIT AND SECURITY AGREEMENT


         THIS SECOND AMENDMENT TO LINE OF CREDIT CREDIT AND SECURITY AGREEMENT
(this "Amendment") is made and entered into effective as of September 21, 1998
between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Lender"), and CRESCENT OPERATING, INC., a Delaware
corporation (the "Borrower").

                                R E C I T A L S:

         A.      The parties executed that certain Line of Credit Credit and
Security Agreement dated as of May 21, 1997, as amended by that certain First
Amendment to Line of Credit Credit and Security Agreement dated as of August
11, 1998 (collectively, the "Original Agreement").  All capitalized terms not
otherwise defined in this Amendment will have the same meaning as described in
the Original Agreement.

         B.      The Borrower has requested that the Lender make a loan to it
in the principal amount of $9,000,000, the proceeds of which are to be used to
make an investment in COPI Colarado, L.P., a Delaware limited partnership (the
"COPI Loan").

         C.      In order to induce the Lender to make the COPI Loan, the
Borrower has agreed to modify the Original Agreement to cross default and cross
collateralize the Loan with the COPI Loan.

         D.      The Borrower is willing to modify the Original Agreement for
such purpose on the terms and conditions set forth herein.

         In consideration of the mutual covenants set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         1.      Section 1.1.  The following definitions are hereby added to
Section 1.1 of the Original Agreement to read as follows:

                 "COPI Credit Agreement" means the Credit and Security
         Agreement dated as of September 21, 1998 between the Borrower and the
         Lender, as such agreement may be amended, supplemented or otherwise
         modified from time to time.

                 "COPI Note" means the promissory note of the Borrower payable
         to the order of the Lender under the terms of the COPI Credit
         Agreement, as the same may be modified, supplemented, or amended from
         time to time, and any note or notes issued in substitution or
         replacement therefor or in addition thereto.
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                 "Term Note" means the amended and restated promissory note of
         the Borrower payable to the order of the Lender under the terms of the
         Term Loan Credit and Security Agreement, as the same may be modified,
         supplemented, or amended from time to time, and any note or notes
         issued in substitution or replacement therefor or in addition thereto.

         2.      Section 1.1.  The definition of "Secured Obligations" in
Section 1.1 of the Original Agreement is hereby amended in its entirety to read
as follows:

                 "Secured Obligations" means the collective reference to the
         unpaid principal of and interest on the Note, the Term Note, the COPI
         Note, and all other obligations and liabilities of the Borrower to the
         Lender, whether direct or indirect, absolute or contingent, due or to
         become due, or now existing or hereafter incurred, which may arise
         under, out of, or connection with, this Agreement, the Term Loan
         Credit and Security Agreement, the COPI Credit Agreement, the Note,
         the Term Note, the COPI Note, the Pledge Agreement, or any other
         document, made, delivered or given in connection therewith, in each
         case whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses or otherwise.

         3.      Section 4.2.  Paragraph (a) of Section 4.2 of the Original
Agreement is amended by deleting the phrase "Upon the execution hereof" and
inserting the phrase "Upon a request from the Lender or upon the occurrence of
an Event of Default" in lieu thereof.

         4.      Section 7.1.  The following paragraph (j) is added to Section
7.1 of the Original Agreement to read as follows:

         (j)     an "Event of Default" under the COPI Credit Agreement;

         5.      Section 8.11.  Section 8.11 of the Original Agreement is
hereby amended and restated in its entirety to read as follows:

                 The parties agree that the Lender shall have the right to
         apply the proceeds of any Collateral under this Agreement, the Term
         Loan Credit and Security Agreement or the COPI Credit Agreement in its
         sole discretion, against the Secured Obligations under this Agreement,
         the Secured Obligations under the Term Loan Credit and Security
         Agreement, or the Secured Obligations under the COPI Credit Agreement.

         6.      Remainder of Original Agreement.  Except as amended hereby,
the Original Agreement shall continue in full force and effect in the form that
was effective immediately before the execution of this Amendment.

         7.      Counterparts.  This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
document.

         8.      Binding Effect.  This Amendment shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto.

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         9.      Governing Law and Severability.  This Amendment shall be
governed by and construed in accordance with the laws of the State of Texas.
Whenever possible, each provision hereof shall be interpreted to such manner as
to be effective and valid under applicable law.

         IN WITNESS WHEREOF, the parties below have executed this Amendment
effective as of the date first written above.

                                 CRESCENT OPERATING, INC.



                                 By:   /s/ RICHARD P. KNIGHT
                                    --------------------------------------- 
                                    Name:  Richard P. Knight
                                    Title: Chief Financial Officer


                                 CRESCENT REAL ESTATE EQUITIES LIMITED 
                                 PARTNERSHIP

                                 By: Crescent Real Estate Equities, Ltd., its 
                                     general partner



                                     By:   /s/ BRUCE A. PICKER
                                        -----------------------------------
                                        Name:  Bruce A. Picker
                                        Title: Vice President and Treasurer





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