<PAGE>

                                  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 September 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 November
14, 2001: 11,442,791

<PAGE>

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

<Table>
<Caption>
                                          PART I - FINANCIAL INFORMATION

                                                                                                             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...........18

Item 3.       Quantitative and Qualitative Disclosures About Market Risk......................................37

                                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings...............................................................................38

Item 2.       Change in Securities and Use of Proceeds........................................................39

Item 3.       Defaults Upon Senior Securities.................................................................39

Item 4.       Submission of Matters to a Vote of Security Holders.............................................39

Item 5.       Other Information...............................................................................39

Item 6.       Exhibits and Reports on Form 8-K................................................................40
</Table>

                                       2
<PAGE>

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

<Table>
<Caption>
                                                           September 30, 2001  December 31, 2000
                                                           ------------------  -----------------
                                                              (unaudited)          (audited)

<S>                                                            <C>                <C>
                                         ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                    $  35,423          $  62,078
  Accounts receivable, net                                        37,663             62,318
  Inventories                                                     29,939             42,710
  Notes receivable                                                 2,433              3,940
  Real estate                                                    313,495            151,279
  Prepaid expenses and other current assets                       22,863             21,616
                                                               ---------          ---------
     Total current assets                                        441,816            343,941
                                                               ---------          ---------
PROPERTY AND EQUIPMENT, NET                                      194,991            219,739
                                                               ---------          ---------
INVESTMENTS                                                       68,877             70,396
                                                               ---------          ---------
OTHER ASSETS
  Real estate                                                    156,434            128,318
  Intangible assets, net                                          55,812             88,840
  Deferred tax assets                                             42,384             30,677
  Other assets                                                    28,230             28,617
                                                               ---------          ---------
     Total other assets                                          282,860            276,452
                                                               ---------          ---------
TOTAL ASSETS                                                   $ 988,544          $ 910,528
                                                               =========          =========

                     LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                        $  85,401          $ 100,009
  Accounts payable and accrued expenses - CEI                     48,182             17,198
  Current portion of long-term debt - CEI                         63,735             17,023
  Current portion of long-term debt                              129,118             78,104
  Deferred revenue                                                84,767             90,392
                                                               ---------          ---------
     Total current liabilities                                   411,203            302,726

LONG-TERM DEBT - CEI, NET OF CURRENT PORTION                     229,025            242,666

LONG-TERM DEBT, NET OF CURRENT PORTION                           170,584            135,724

OTHER LIABILITIES                                                 75,313             78,417
                                                               ---------          ---------
     Total liabilities                                           886,125            759,533
                                                               ---------          ---------
MINORITY INTERESTS                                               159,705            174,528
                                                               ---------          ---------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value, 10,000 shares authorized,
      no shares issued or outstanding                                 --                 --
Common stock, $.01 par value, 22,500 shares authorized,
      11,443 shares issued                                           114                114
Additional paid-in capital                                        17,754             17,754
Deferred compensation on restricted shares                            --               (177)
Accumulated comprehensive income (loss)                               --             (9,509)
Accumulated deficit                                              (70,848)           (27,409)
Treasury stock at cost, 1,103 shares                              (4,306)            (4,306)
                                                               ---------          ---------
     Total shareholders' equity (deficit)                        (57,286)           (23,533)
                                                               ---------          ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)           $ 988,544          $ 910,528
                                                               =========          =========
</Table>

         See accompanying notes to the consolidated financial statements.

                                       3
<PAGE>

                            CRESCENT OPERATING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)

<Table>
<Caption>
                                                   For the three months ended                   For the nine months ended
                                            ----------------------------------------     ---------------------------------------
                                            September 30, 2001    September 30, 2000     September 30, 2001   September 30, 2000
                                            ------------------    ------------------     ------------------   ------------------

<S>                                         <C>                   <C>                    <C>                  <C>
REVENUES
   Equipment sales & leasing                     $  32,523             $  33,840             $  91,314             $ 108,514
   Hospitality                                      53,840                68,931               173,132               207,570
   Land development                                 34,274                79,362               143,075               209,997
                                                 ---------             ---------             ---------             ---------
      Total revenues                               120,637               182,133               407,521               526,081
                                                 ---------             ---------             ---------             ---------
OPERATING EXPENSES
   Equipment sales & leasing                        34,469                33,047                95,230               105,374
   Hospitality                                      44,581                53,481               139,902               158,648
   Hospitality properties rent - CEI                13,780                16,489                42,595                48,871
   Land development                                 37,073                71,861               144,623               190,414
   Corporate general and administrative                534                   698                 1,492                 2,662
                                                 ---------             ---------             ---------             ---------
      Total operating expenses                     130,437               175,576               423,842               505,969
                                                 ---------             ---------             ---------             ---------
INCOME (LOSS) FROM OPERATIONS                       (9,800)                6,557               (16,321)               20,112

INVESTMENT INCOME                                    4,008                 5,298                26,931                12,056

OTHER (INCOME) EXPENSE
   Interest expense                                  5,210                 9,342                20,196                25,972
   Interest income                                    (889)               (1,001)               (2,966)               (2,886)
   Impairment of investment (Note 2)                 5,052                    --                16,902                    --
   Other                                               852                    74                   533                    89
                                                 ---------             ---------             ---------             ---------
      Total other (income) expense                  10,225                 8,415                34,665                23,175
                                                 ---------             ---------             ---------             ---------
INCOME (LOSS) BEFORE INCOME TAXES,
    MINORITY INTERESTS AND ACCOUNTING CHANGE       (16,017)                3,440               (24,055)                8,993

INCOME TAX PROVISION                                 1,410                   950                 4,311                 2,212
                                                 ---------             ---------             ---------             ---------
INCOME (LOSS) BEFORE MINORITY INTERESTS AND
    ACCOUNTING CHANGE                              (17,427)                2,490               (28,366)                6,781

MINORITY INTERESTS                                     330                (6,660)               (5,564)              (16,345)
                                                 ---------             ---------             ---------             ---------
LOSS BEFORE ACCOUNTING CHANGE                      (17,097)               (4,170)              (33,930)               (9,564)

CUMULATIVE EFFECT OF CHANGE
    IN ACCOUNTING PRINCIPLE (NOTE 11)                   --                    --                (9,509)                   --
                                                 ---------             ---------             ---------             ---------
NET LOSS                                         $ (17,097)            $  (4,170)            $ (43,439)            $  (9,564)
                                                 =========             =========             =========             =========

BASIC AND DILUTED LOSS PER SHARE
   Loss before change in accounting              $   (1.65)            $   (0.40)            $   (3.28)            $   (0.93)
   Change in accounting                                 --                    --                 (0.92)                   --
                                                 ---------             ---------             ---------             ---------
   Net loss per share                            $   (1.65)            $   (0.40)            $   (4.20)            $   (0.93)
                                                 =========             =========             =========             =========
</Table>

         See accompanying notes to the consolidated financial statements.

                                       4
<PAGE>

                            CRESCENT OPERATING, INC.
       CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                        (AMOUNTS IN THOUSANDS, UNAUDITED)

<Table>
<Caption>
                                                                                                                       Deferred
                                                             Common stock        Treasury stock                      compensation
                                                          ------------------    -----------------    Additional      on restricted
                                                           Shares    Amount     Shares    Amount   paid-in capital      shares
                                                          -------   --------    ------   --------  ---------------   -------------

<S>                                                       <C>       <C>         <C>      <C>           <C>             <C>
DECEMBER 31, 2000                                          11,443   $    114    (1,103)  $ (4,306)     $ 17,754        $   (177)

Comprehensive income (loss):

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

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

Comprehensive income (loss)
Amortization of restricted common stock                        --         --        --         --            --             177
                                                          -------   --------    ------   --------      --------        --------
SEPTEMBER 30, 2001                                         11,443   $    114    (1,103)  $ (4,306)     $ 17,754        $     --
                                                          =======   ========    ======   ========      ========        ========

<Caption>

                                                           Accumulated
                                                          comprehensive   Accumulated
                                                          income (loss)     deficit     Total
                                                          -------------   -----------  --------

<S>                                                          <C>           <C>         <C>
DECEMBER 31, 2000                                            $ (9,509)     $(27,409)   $(23,533)

Comprehensive income (loss):

     Net loss                                                      --       (43,439)    (43,439)

     Cumulative effect of change in accounting principle        9,509            --       9,509
                                                                                       --------
Comprehensive income (loss)                                                             (33,930)
Amortization of restricted common stock                            --            --         177
                                                             --------      --------    --------
SEPTEMBER 30, 2001                                           $     --      $(70,848)   $(57,286)
                                                             ========      ========    ========
</Table>

        See accompanying notes to the consolidated financial statements.

                                       5
<PAGE>

                            CRESCENT OPERATING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (AMOUNTS IN THOUSANDS, UNAUDITED)

<Table>
<Caption>
                                                                               For the             For the
                                                                          Nine Months Ended   Nine Months Ended
                                                                          September 30, 2001  September 30, 2000
                                                                          ------------------  ------------------

<S>                                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                    $ (43,439)         $  (9,564)
   Adjustments to reconcile net loss
     to net cash used in operating activities:
       Depreciation                                                               20,427             17,904
       Amortization                                                                3,034              9,182
       Provision for deferred income taxes                                        (8,596)           (13,710)
       Equity in income of unconsolidated subsidiaries                           (20,896)           (10,493)
       Change in fair value of Magellan warrants                                  (6,035)                --
       Impairment of investment                                                   16,902                 --
       Cumulative effect of change in accounting principle                         9,509                 --
       Minority interests                                                          5,564             16,345
       Gain on sale of property and equipment                                     (1,121)            (2,660)
       Loss (gain) on sale of investments                                            428             (1,563)
       Changes in assets and liabilities, net of effects from acquisitions:
           Accounts receivable                                                    20,753            (20,936)
           Inventories                                                            12,033              5,613
           Prepaid expenses and current assets                                    (7,726)            (5,842)
           Real estate                                                          (196,067)           (45,577)
           Other assets                                                             (145)               437
           Accounts payable and accrued expenses                                 (12,656)             7,371
           Accounts payable and accrued expenses - CEI                            30,983             16,333
           Deferred revenue, current and noncurrent                               10,500             35,827
           Other liabilities                                                         319                714
                                                                               ---------          ---------
                Net cash used in operating activities                           (166,229)              (619)
                                                                               ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of business interests, net of cash acquired                             --               (578)
  Acquisition of business interests by
      Controlled Subsidiaries, net of cash acquired                                   --             (4,627)
  Disposition of business interest by
      Controlled Subsidiary, net of cash transferred                             (17,677)                --
  Purchases of property and equipment                                            (25,836)           (51,432)
  Proceeds from sale of investments                                                   --              2,443
  Proceeds from sale of property and equipment                                    14,358             21,255
  Net proceeds from sale and collection of notes receivable                        8,346              9,928
  Net distributions from investments                                               2,494              3,025
  Distributions from investments of Controlled Subsidiaries                       29,063              7,578
  Contributions to investments of Controlled Subsidiaries                         (4,455)            (2,550)
                                                                               ---------          ---------
                Net cash provided by (used in) investing activities                6,293            (14,958)
                                                                               ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of long-term debt                                                     303,248            200,613
  Payments on long-term debt                                                    (151,580)          (162,385)
  Proceeds of long-term debt - CEI                                                    --              6,634
  Payments on long-term debt - CEI                                                  (366)            (7,922)
  Capital contributions by minority interests                                      4,311             36,432
  Distributions to minority interests                                            (22,332)           (37,594)
  Other                                                                               --            (11,597)
                                                                               ---------          ---------
                Net cash provided by financing activities                        133,281             24,181
                                                                               ---------          ---------

NET DECREASE IN CASH AND
  CASH EQUIVALENTS                                                               (26,655)             8,604

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

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                                                $  35,423          $  47,621
                                                                               =========          =========
</Table>

        See accompanying notes to the consolidated financial statements.

                                       6
<PAGE>

                            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 (see Note 2).

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:

               -    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");

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

               -    CRL Investments, Inc. ("CRL"), which beneficially owns 65%
                    of CR Las Vegas, LLC ("CR Las Vegas") and 30% of CR License,
                    LLC ("CR License").

                                       7
<PAGE>

          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.

     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 June 28, 2001, the Company entered into a definitive agreement (the "Sale
Agreement") with Crescent Partnership for the sale by the Company 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.

By agreement dated June 28, 2001, as amended and restated effective October 31,
2001 (the "Capital Agreement"), by and among the Company, CRE Equipment
Holdings, LLC ("CEH"), SunTx CMLP, Inc. ("SunTx") and Crescent Machinery
Holdings, L.P. ("Crescent Holdings"), among others, CEH and SunTx have agreed to
purchase preferred partnership interests in Crescent Holdings, a subsidiary of
Crescent Operating that will own Crescent Machinery, for aggregate consideration
of $29.0 million.

The transactions for the sale of the hospitality and land development assets and
the sale of the Crescent Holdings preferred partnership interests also require
the amendment of the Company's Certificate of Incorporation and Bylaws and would
result in designees of CEH and SunTx taking control of the Company's Board of
Directors.

The Sale Agreement and the Capital Agreement are fully discussed in the
Company's Definitive Proxy Statement for the Company's 2001 Annual Meeting
("Definitive Proxy Statement") filed on November 1, 2001, with the Securities
and Exchange Commission and available on EDGAR through its website at
www.sec.gov. The Definitive Proxy Statement has been distributed to the
stockholders of record as of October 3, 2001 and relates to the Company's annual
meeting to be held December 6, 2001 at which the Company will seek stockholder
approval of the transactions contemplated by those agreements and certain other
matters. The Sale Agreement, the Capital Agreement and the various transactions
contemplated thereby are very complex. The following summary of certain aspects
of the Sale Agreement and Capital Agreement and the related restructuring
transactions does not purport to be a complete description of those agreements
and those transactions and is qualified in its entirety by reference to the
Definitive Proxy Statement. Stockholders and others interested in the proposed
transactions must review the Definitive Proxy Statement for information about
these agreements and transactions.

                                       8
<PAGE>

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

o    The sale of the Company'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 the Company'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 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 after the transaction will include a $16.8 million note payable to
Crescent Partnership. 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 $592.5 million will be reduced to approximately $118.2 million.
The Company plans to raise funds to be used to further reduce the remaining debt
following the close of the Sale Agreement and the Capital Agreement transactions
through a future rights offering to existing stockholders of its common stock,
as described below. It is a condition to the closing of the transactions under
the Capital Agreement that John C. Goff, Richard E. Rainwater, Harry H.
Frampton, III, and certain of their respective affiliates enter into an
agreement in which they commit to purchase at least $1.6 million of the
Company's common stock in connection with the rights offering and up to an
additional $1.4 million (for a total of up to $3.0 million) of the Company's
common stock if and to the extent the rights offering is not fully subscribed by
the Company's other stockholders. This notice does not constitute an offer of
any securities for sale.

The closing of the transactions contemplated by the Sale Agreement and the
closing of the transactions contemplated by the Capital Agreement are mutually
dependent. The closing of these transactions is subject to obtaining required
stockholder approval at the annual meeting and is subject to the receipt of
certain third party consents and other customary closing conditions.

Following the completion of the asset sale and Crescent Holdings limited
partnership interest sale transactions described above, Crescent Machinery
Company, L.P. ("CMC LP"), as successor by merger to Crescent Machinery, will
become the Company's primary remaining investment and its sole operating
division. The $29.0 million of capital generated under the Capital Agreement is
comprised of:

o    An investment by CEH of $10.0 million to acquire (i) units of Series A
     Convertible Redeemable Preferred Partnership Interest in Crescent Holdings
     (the "Series A Preferred") which are convertible into units of common
     partnership interest in Crescent Holdings at a fixed rate (subject to
     potential future adjustments) of $0.96 per unit and are exchangeable into
     Crescent Operating common stock, subject to certain conditions, at an
     exchange rate to be determined in the future based upon a formula
     calculation related to the offering price of shares of Company common stock
     in the planned rights offering. The Series A Preferred would earn a 9% per
     annum paid-in-kind dividend for as long as they remain outstanding, payable
     upon conversion or exchange through adjustment of the applicable conversion
     or exchange rate. The Series A Preferred would be senior to the Series B
     Preferred interests described below.

o    An investment by SunTx of $19.0 million to acquire (i) units of Series B
     Convertible Redeemable Preferred Partnership Interest in Crescent Holdings
     (the "Series B Preferred") which are convertible into units of common
     partnership interest in Crescent Holdings at a fixed rate (subject to
     potential future adjustments) of $0.64 per unit and is exchangeable into
     Crescent Operating common stock, subject to certain conditions, at an
     exchange rate to be determined in the future based upon a formula
     calculation related to the offering price of shares of Company common stock
     in the planned rights offering and (ii) warrants for the purchase of 2.8
     million shares of Crescent Operating common stock at a future date. The
     Series B Preferred would earn a 6% per annum paid-in-kind dividend for as
     long as they remain outstanding, payable upon conversion or exchange
     through adjustment of the applicable conversion or exchange rate.

                                       9
<PAGE>

As a result of the sale and issuance of these preferred partnership interests,
Crescent Operating's percentage ownership interest in Crescent Holdings, which
consists entirely of direct ownership of a common limited partnership interest
and indirect ownership of a general partnership interest, will initially be
reduced to approximately 24%. In the event the Series A Preferred and the Series
B Preferred are exchanged for shares of Company common stock, the relative
ownership percentage in the Company represented by the Company's now outstanding
shares of common stock would be reduced, assuming an offering price for shares
of Company common stock in the Company's planned rights offering as described
below ranging from $0.07 to $1.00 per share, to between 3.1% and 29.4%. The
dilutive effects of the issuance of the Series A Preferred and the Series B
Preferred are described in detail in the Company's Definitive Proxy Statement.

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 $16.9 million as "impairment loss
on assets" in the Company's results from operations for the nine months ended
September 30, 2001. The Company will continue to evaluate the assets within
Crescent Machinery for impairment and adjust such carrying values as necessary.

In connection with the transactions contemplated by the Sale Agreement and the
Capital Agreement, and conditioned upon the approval and consummation of the
transactions included in those agreements and the related transactions
contemplated thereby, the Company will use its commercially reasonable best
efforts to engage in a rights offering to its existing stockholders for the sale
of up to $15.0 million of Company common stock. As soon as practicable after
closing the transactions under the Sale Agreement and the Capital Agreement, the
Company would distribute to each holder of its common stock as of a set record
date rights to purchase additional shares of Company common stock at a purchase
price equal the lesser of (a) the average of the reported closing prices for
Company common stock for the twenty (20) trading days immediately preceding the
fifth day prior to the commencement date of the rights offering, or (b) the
average of the reported closing prices for Company common stock for the twenty
(20) trading days immediately following the commencement date of the rights
offering. The purposes of the rights offering are to raise funds to further
reduce the Company's remaining debt burden and to allow Crescent Operating's
existing stockholders the opportunity to partially offset the dilutive effect
the securities sale transactions under the Capital Agreement will have on the
ownership interests in Crescent Operating. This notice does not constitute an
offer of any securities for sale. The rights offering would be effectuated
pursuant to an effective registration statement that would be filed with the
Securities and Exchange Commission.

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>
                                   September 30, 2001   December 31, 2000
                                   ------------------   -----------------

<S>                                <C>                  <C>
Investment in Landevco.............     $46,076             $44,027
Investment in Magellan warrants....       9,026               2,992
Investment in CDMC projects........       7,794               8,170
Investment in CR License...........       5,000               5,485
Investment in CR Las Vegas.........         981               5,305
Investment in AmeriCold Logistics..          --               4,417
                                        -------             -------
                                        $68,877             $70,396
                                        =======             =======
</Table>

                                       10
<PAGE>

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

<Table>
<Caption>
                                                 Three months ended      Nine months ended
                                                 September 30, 2001      September 30, 2001
                                                 ------------------      ------------------

<S>                                              <C>                     <C>
Equity in income of Landevco...................       $  8,210                $ 26,340
Equity in income of TWOC.......................             --                   2,494
Equity in loss of AmeriCold Logistics..........             --                  (4,417)
Equity in (loss) income of CDMC projects.......           (369)                    749
Change in fair value of Magellan warrants......         (1,779)                  6,035
Equity in loss of CRL..........................         (2,054)                 (4,270)
                                                      --------                --------
                                                      $  4,008                $ 26,931
                                                      ========                ========
</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     Nine months ended      Three months ended      Nine months ended
                                     September 30, 2001     September 30, 2001     September 30, 2001      September 30, 2001
                                     ------------------     ------------------     ------------------      ------------------

<S>                                       <C>                    <C>                    <C>                    <C>
Revenues ............................     $ 164,270              $ 478,771              $  17,131              $  63,066
Gross profit ........................     $   2,734              $  14,639              $  (1,531)             $   1,917
Net income (loss) ...................     $ (10,373)             $ (23,771)             $  (1,536)             $   1,917

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

AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing through sales of non-core assets.

For the nine months ended September 30, 2001, AmeriCold Logistics had exercised
its right, pursuant to the terms of its leases with the landlord, to defer
payment of $12.8 million of rent, of which the Company's share was $5.1 million.
At September 30, 2001, the Company's share of all of AmeriCold Logistics'
deferred rent was $14.9 million.

4.   INTANGIBLE ASSETS:

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

<Table>
<Caption>
                                      September 30, 2001  December 31, 2000
                                      ------------------  -----------------

<S>                                   <C>                 <C>
Goodwill, net - Crescent Machinery ...     $12,205             $14,011
Goodwill, net - Rosestar .............       1,040               1,202
Goodwill, net - COPI Colorado ........      14,235              45,077
Membership intangible, net - DMPLP ...      28,332              28,550
                                           -------             -------
                                           $55,812             $88,840
                                           =======             =======
</Table>

                                       11
<PAGE>

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>
                                                                            September 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 5.4% to
11.5%, due 2001 through 2011 (Crescent Machinery) ...........................     $ 92,553         $115,091

Floor plan debt payable, three to twelve month terms at 0%
interest (Crescent Machinery) ...............................................        5,384           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 November 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 September 30, 2001 and December 31,
2000, due 2001 through 2003  (COPI) .........................................        3,548            4,582

Notes payable to Crescent Partnership, weighted average interest of 10.3%
and 10.4% at September 30, 2001 and December 31, 2000, due 2003 through
2006 (Rosestar) .............................................................        1,231            1,596
                                                                                  --------         --------

           Total debt - corporate and wholly owned subsidiaries .............      178,915          210,100
                                                                                  --------         --------
</Table>

                                       12
<PAGE>

<Table>
<S>                                                                                     <C>          <C>
LONG-TERM DEBT - NON WHOLLY OWNED SUBSIDIARIES

Construction loans for various East West Resort Development
projects, interest at 5.2% to 11.6%, due through 2005 (CDMC).......................      158,335       62,316

Line of credit in the amount of $32.0 million payable to Crescent
Partnership, interest at 11.5%, due September 2008 (CDMC) .........................       59,851       59,000

Junior note payable to Crescent Partnership, interest at 14%,
due December 2010 (DMPLP) .........................................................       59,000       32,155

Line of credit in the amount of $40.0 million payable to Crescent
Partnership, interest at 11.5%, due December 2006 (CDMC) ..........................       57,421       33,903

Line of credit in the amount of $56.2 million payable to Crescent
Partnership, interest at 11.5%, due August 2004 (CDMC).............................       46,892       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) ................       24,882        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 ..............................      413,547      263,417
                                                                                        --------     --------

          Total long-term debt ....................................................     $592,462     $473,517
                                                                                        ========     ========

Current portion of long-term debt - CEI ...........................................     $ 63,735     $ 17,023

Current portion of long-term debt .................................................      129,118       78,104

Long-term debt - CEI, net of current portion ......................................      229,025      242,666

Long-term debt, net of current portion ............................................      170,584      135,724
                                                                                        --------     --------

          Total long-term debt ....................................................     $592,462     $473,517
                                                                                        ========     ========
</Table>

The Company has modified certain debt agreements with Crescent Partnership to
(i) defer principal and interest payments until the earlier of December 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 September 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). Crescent Machinery is currently
in default on certain major loans from commercial institutions due to Crescent
Machinery's decision not to pay the principal portion of payment installments
due in September and October 2001 in the total amount of $3.2 million.
Outstanding principal amounts under default by Crescent Machinery totaled $66.7
million at September 30, 2001. Crescent Machinery's lenders have not exercised
remedies available for Crescent Machinery's payment default, the defaults have
not adversely affected Crescent Machinery's ability to conduct its business and
Crescent Machinery

                                       13
<PAGE>

and those lenders are negotiating about the defaults and about modifying certain
terms, including payment obligations, of the existing credit lines. Although
Crescent Machinery believes it can reach satisfactory arrangements with the
lenders regarding these issues, there can be no assurance that Crescent
Machinery can reach satisfactory arrangements with all of the lenders and the
failure to do so may have a serious adverse effect on the operations of the
Company and on the contemplated restructuring described in Note 2.

6.   OTHER LIABILITIES:

Other liabilities consisted of the following (in thousands):

<Table>
<Caption>
                                             September 30, 2001  December 31, 2000
                                             ------------------  -----------------

<S>                                          <C>                 <C>
Deferred revenue ............................     $70,825             $69,265
Straight line hospitality rent adjustment ...       4,488               3,677
Other .......................................          --               5,475
                                                  -------             -------
                                                  $75,313             $78,417
                                                  =======             =======
</Table>

7.   EARNINGS PER SHARE:

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

<Table>
<Caption>
                                                   Three months ended                          Nine months ended
                                        -----------------------------------------   ----------------------------------------
                                        September 30, 2001     September 30, 2000   September 30, 2001    September 30, 2000
                                        ------------------     ------------------   ------------------    ------------------

<S>                                     <C>                    <C>                  <C>                   <C>
Net loss ................................     $(17,097)             $ (4,170)             $(43,439)             $ (9,564)
                                              ========              ========              ========              ========

Weighted average shares (basic) .........       10,340                10,340                10,340                10,322

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

Weighted average shares (diluted) .......       10,340                10,340                10,340                10,322
                                              ========              ========              ========              ========

Net loss per share, basic and diluted ...     $  (1.65)             $  (0.40)             $  (4.20)             $  (0.93)
                                              ========              ========              ========              ========
</Table>

The Company had 1,270,624 and 1,320,234 outstanding options to purchase shares
of its common stock at September 30, 2001 and September 30, 2000, respectively,
which options were not included in the calculation of diluted EPS for any of the
periods set forth above as they would be 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     Nine months ended
                                                 September 30, 2001     September 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 ...............................       0.3                    2.3
Change in valuation allowance ....................     (44.7)                 (51.0)
Other, net .......................................      (4.4)                  (4.1)
                                                       -----                  -----
    Effective tax rate ...........................      (8.8)%                (12.8)%
                                                       =====                  =====
</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 $13.4 million in the second

                                       14
<PAGE>

and third quarters 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 restructuring (see Note 2).

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) Temperature Controlled Logistics, (iii)
Hospitality 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                             Nine months ended
                                         -----------------------------------------     -----------------------------------------
                                         September 30, 2001     September 30, 2000     September 30, 2001     September 30, 2000
                                         ------------------     ------------------     ------------------     ------------------

<S>                                      <C>                    <C>                    <C>                    <C>
Revenues:
   Equipment Sales and Leasing ..........     $  32,523              $  33,840              $  91,314              $ 108,514
   Temperature Controlled Logistics .....            --                     --                     --                     --
   Hospitality ..........................        53,840                 68,931                173,132                207,570
   Land Development .....................        34,274                 79,362                143,075                209,997
   Other ................................            --                     --                     --                     --
                                              ---------              ---------              ---------              ---------
   Total revenues .......................     $ 120,637              $ 182,133              $ 407,521              $ 526,081
                                              =========              =========              =========              =========

Net income (loss):
   Equipment Sales and Leasing ..........     $ (12,640)             $  (1,167)             $ (24,064)             $  (2,939)
   Temperature Controlled Logistics .....            --                   (784)                (2,663)                (3,593)
   Hospitality ..........................        (2,819)                  (635)                (5,972)                   866
   Land Development .....................            19                     90                  1,881                  1,371
   Other ................................        (1,658)                (1,674)               (12,621)                (5,269)
                                              ---------              ---------              ---------              ---------
   Total net income (loss) ..............     $ (17,098)             $  (4,170)             $ (43,439)             $  (9,564)
                                              =========              =========              =========              =========
</Table>

<Table>
<Caption>
                                         September 30, 2001    December 31, 2000
                                         ------------------    -----------------

<S>                                           <C>                  <C>
Identifiable assets:
   Equipment Sales and Leasing ..........     $160,709             $192,151
   Temperature Controlled Logistics .....        4,390                8,829
   Hospitality ..........................       32,523               44,810
   Land Development .....................      776,756              643,514
   Other ................................       14,166               21,224
                                              --------             --------
   Total identifiable assets ............     $988,544             $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.

                                       15
<PAGE>

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.

A tentative global Stipulation of Settlement of all WARN matters has been
reached and filed with the District and Bankruptcy Courts. The settlement is
subject to approval by the District and Bankruptcy Courts (both matters are
being heard by the same judge) and class certification. In addition, the Company
can withdraw from the settlement under certain circumstances set out in the
Stipulation of Settlement.

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

                                       16
<PAGE>

and nine months ended September 30, 2001, the Company recorded changes in the
fair value of these warrants, as calculated using the Black-Scholes pricing
model, as investment income (loss) of ($1.8) million and $6.0 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 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.

                                       17
<PAGE>

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 has entered into the Sale
Agreement and the Capital Agreement, discussed elsewhere in this Form 10-Q, for
the restructuring of the Company and the alleviation of its 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 and the
Company expects that it would be unable to continue to operate as a going
concern. If the proposed restructuring is not consummated, the Company will be
unable to meet its financial obligations in a timely manner. Because of the
Company's liquidity concerns, 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 close the transactions contemplated by
          the Sale and Capital Agreements,

     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 December 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 Crescent Machinery Company to cure existing payment
          defaults to certain of its lenders and to negotiate satisfactory
          modifications of its credit lines, including reductions in future
          payment obligations,

     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,

     o    the impact of terrorism acts on the industries in which the Company's
          businesses and investments operate (including equipment sales and
          leasing, hospitality, temperature controlled logistics and land
          development); and

                                       18
<PAGE>

     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.

In addition, interested persons should carefully consider the risk factors
enumerated in the Definitive Proxy Statement beneath the caption "Proposal
Number One: The Restructuring Proposal - Risk Factors".

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.

                                    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 owns the following:

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 16 locations in six states.

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 100 refrigerated storage
     properties with an aggregate storage capacity of approximately 525 million
     cubic feet.

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 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

The Company has negotiated and entered into definitive agreements regarding
certain major interrelated and mutually dependent sale, restructuring and
financing transactions. These transactions are being submitted to the Company's
stockholders for consideration and approval at the Company's 2001 Annual Meeting
of Stockholders to be held December 6, 2001 as parts of a single proposal (the
"Restructuring Proposal"), and would include:

o    the sale by the Company and its subsidiaries of all of their hospitality
     business assets and all of the shares of stock of its subsidiary
     corporations that are engaged in the land development business to Crescent
     Real Estate Equities Limited Partnership, a Delaware limited partnership,
     or affiliates ("Crescent Partnership");

                                       19
<PAGE>

o    the issuance and sale by Crescent Machinery Holdings, L.P., a Delaware
     limited partnership and wholly owned subsidiary of Crescent Operating
     ("Crescent Holdings"), of two separate series of preferred limited
     partnership interests to SunTx CMLP, Inc., a Delaware corporation
     ("SunTx"), and CRE Equipment Holdings, LLC, a Delaware limited liability
     company wholly owned by Crescent LP ("CEH"), and the issuance to SunTx by
     Crescent Operating of a warrant to purchase 2,800,000 shares of Crescent
     Operating common stock;

o    the adoption of a Second Amended and Restated Certificate of Incorporation
     of the Company for the purpose of (a) increasing the authorized number of
     shares of common stock, par value $0.01 per share, from 22,500,000 to
     800,000,000, (b) eliminating the control shares provision of Article XV (an
     anti-takeover provision), (c) eliminating all restrictions on the Company's
     ability to engage in all lawful activities, provided that the Company shall
     be restricted from taking any action that could adversely affect its
     ability to maintain its qualification as a "taxable REIT subsidiary" or the
     ability of Crescent Real Estate Equities Company ("Crescent Equities"), the
     parent company of the general partner of Crescent LP, to maintain its
     qualification as a REIT, (d) requiring the affirmative vote of at least 75%
     of the Company's Board of Directors to approve any of certain listed
     extraordinary corporate actions and to approve any action to revoke any
     committee of the Board of Directors or to repeal or modify the powers of
     any such committee (or establish another committee with conflicting
     powers), and (e) requiring that all directors be present to constitute a
     quorum for purposes of any vote to amend the Company's bylaws; and

o    the future sale by the Company of its indirect 40% interest in Americold
     Logistics, which is engaged in the temperature-controlled logistics
     business, provided that any such sale is made to such buyer and on such
     terms as Vornado Operating, Inc., a Delaware corporation ("VOO"), sells its
     60% interest in Americold Logistics, subject to an increase in the
     percentage of the net proceeds payable to VOO in recognition of its right
     to receive a management fee, all as may be approved by Crescent LP, Vornado
     Realty Trust, a Maryland real estate investment trust and VOO.

The Company's management believes that the transactions in the Restructuring
Proposal are extremely important to the Company's continued economic viability.
If the Restructuring Proposal is not approved, or if the Restructuring
Transactions are not consummated for any other reason, the Board of Crescent
Operating may determine that Crescent Operating should seek bankruptcy
protection. See Other - Restructuring Proposal in this Report on Form 10-Q for
additional summary information regarding these transactions. On November 1,
2001, the Company filed its Definitive Proxy Statement covering the
Restructuring Proposal with the Securities and Exchange Commission ("SEC") for
the Company's 2001 Annual Meeting and distributed copies of the Definitive Proxy
Statement to its record stockholders as of the October 3, 2001 record date for
the Annual Meeting; a copy of such Definitive Proxy Statement is also available
through the SEC website at www.sec.gov. The Definitive Proxy Statement describes
the material terms of the various transaction agreements included in the
Restructuring Proposal and provides other important information about all
aspects of the Restructuring Proposal. The Restructuring Proposal and the
transactions contemplated thereby are very complex. Stockholders and others
interested in the proposed transactions must review the Definitive Proxy
Statement for information about these agreements and transactions.

                       EQUIPMENT SALES AND LEASING SEGMENT

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
which is being 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. As of September 30, 2001, Crescent
Machinery had successfully reduced its inventory and rental fleet by
approximately $18.0 million since June 30, 2001 and implemented actions to
reduce expenses of approximately $5.0 million on an annualized basis.

                                       20
<PAGE>

Crescent Machinery also closed its branch in Beaumont, Texas on October 1, 2001
and will be closing its branch in Van Wert, Ohio by the end of 2001.

The new business strategy will focus on growth and achieving minimum standards
for return on invested capital. Efforts to increase 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.

<Table>
<Caption>
                                       Three months ended September 30,  Nine months ended September 30,
                                       --------------------------------  -------------------------------
                                            2001             2000            2001             2000
                                            ----             ----            ----             ----

<S>                                         <C>              <C>             <C>              <C>
Revenue:
   New and used equipment .............       47%              47%             46%              55%
   Rental equipment ...................       34%              32%             34%              26%
   Parts, service and supplies ........       19%              21%             20%              19%
                                            ----             ----            ----             ----
Total revenue .........................      100%             100%            100%             100%

Expenses:
   Cost of sales:
        New and used equipment ........       94%              89%             90%              87%
        Rental equipment ..............       64%              60%             68%              59%
        Parts, service and supplies ...       62%              63%             63%              62%
                                            ----             ----            ----             ----
   Total cost of sales ................       77%              74%             77%              75%
                                            ----             ----            ----             ----
   Gross profit .......................       23%              26%             23%              25%

   Operating expenses .................       29%              24%             27%              22%
                                            ----             ----            ----             ----

Income (loss) from operations .........       (6)%              2%             (4)%              3%
                                            ====             ====            ====             ====

EBITDA ................................       (9)%             16%             (8)%             15%
                                            ====             ====            ====             ====
</Table>

Equipment sales and leasing revenue decreased $17.2 million, or 15.9%, to $91.3
million for the nine months ended September 30, 2001, compared with $108.5
million for the nine months ended September 30, 2000. Net loss for the nine
months ended September 30, 2001 was $24.1 million as compared with net loss of
$2.9 million for the nine months ended September 30, 2000. The Company believes
that the results for the nine months ended September 30, 2001 are not
necessarily indicative of the operating results expected for the full year, due
to the impairment writedowns recorded and 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 nine
months ended September 30, 2001 was ($7.4) million (which includes an $16.9
million impairment loss on assets) as compared with EBITDA of $15.5 million for
the nine months ended September 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.

                                       21
<PAGE>

Crescent Machinery is currently in default on certain major loans from
commercial institutions due to Crescent Machinery's decision not to pay the
principal portion of payment installments due in September and October 2001 in
the total amount of $3.2 million. Outstanding principal amounts under default by
Crescent Machinery totaled $66.7 million at September 30, 2001. Crescent
Machinery's lenders have not exercised remedies available for Crescent
Machinery's payment default, the defaults have not adversely affected Crescent
Machinery's ability to conduct its business and Crescent Machinery and those
lenders are negotiating about the defaults and about modifying certain terms,
including payment obligations, of the existing credit lines. Although Crescent
Machinery believes it can reach satisfactory arrangements with the lenders
regarding these issues, there can be no assurance that Crescent Machinery can
reach satisfactory arrangements with all of the lenders and the failure to do so
may have a serious adverse effect on the operations of the Company and on the
contemplated restructuring.

                    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 nine months
ended September 30, 2001 was $0 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.
The Company has written off its entire investment in AmeriCold Logistics and
does not anticipate recognizing any additional AmeriCold Logistics losses for
accounting purposes.

For the nine months ended September 30, 2001, AmeriCold Logistics had exercised
its right, pursuant to the terms of its leases with the landlord, to defer
payment of $12.8 million of rent, of which the Company's share was $5.1 million.
At September 30, 2001, the Company's share of all of AmeriCold Logistics'
deferred rent was $14.9 million.

On October 22, 2001, Jonathan C. Daiker joined Americold Logistics as Chief
Financial Officer. Most recently, Mr. Daiker served for five years as Executive
Vice President and Chief Financial Officer of the Simmons Company, a
manufacturer and distributor of mattresses. Prior thereto, from 1981-1995, he
held subsidiary and unit Chief Financial Officer positions with Phillips
Electronics N.V., a multibillion dollar consumer electronics company. Mr.
Daiker, a CPA, began his career with Price Waterhouse & Company.

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.

                                       22
<PAGE>

                               HOSPITALITY SEGMENT

If and when the closing of the Sale Agreement occurs, the businesses reported
under the Hospitality segment will no longer be owned by Crescent Operating.
(See Overview - Restructuring of Crescent Operating)

The following table sets forth certain information about the Hospitality
Properties for the nine months ended September 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>
                                                                                 For the nine months ended September 30,
                                                                         ------------------------------------------------------
                                                                            Average              Average          Revenue Per
                                                              Rooms/     Occupancy Rate        Daily Rate        Available Room
                                                              Guest      ---------------    ---------------     ---------------
                                                Location      Nights     2001       2000    2001      2000      2001       2000
                                             ---------------  ------     ----       ----    -----     -----     -----     -----

<S>                                            <C>            <C>        <C>        <C>     <C>       <C>       <C>       <C>
Upscale Business Class Hotels:
Denver Marriott City Center ..............     Denver, CO        613       81%        87%   $ 124     $ 121     $ 100     $ 104
Hyatt Regency Albuquerque.................   Albuquerque, NM     395       70         69      106       105        74        72
Renaissance Houston ......................     Houston, TX       389       65         63      113        94        74        56
                                                               -----       --         --    -----     -----     -----     -----
     Total/Weighted Average                                    1,397       73%        75%   $ 116     $ 110     $  85     $  82
                                                               =====       ==         ==    =====     =====     =====     =====

Destination Resort Properties:
Hyatt Regency Beaver Creek(1).............      Avon, CO         276       62%        71%   $ 290     $ 268     $ 178     $ 191
Sonoma Mission Inn & Spa .................     Sonoma, CA        228       63         77      299       300       188       230
Ventana Inn & Spa ........................     Big Sur, CA        62       75         80      423       457       316       365
Canyon Ranch-Tucson ......................     Tucson, AZ        250(2)
Canyon Ranch-Lenox .......................      Lenox, MA        212(2)
                                                               -----       --         --    -----     -----     -----     -----
     Total/Weighted Average                                    1,028       72%        81%   $ 469     $ 438     $ 331     $ 345
                                                               =====       ==         ==    =====     =====     =====     =====
</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 September 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.

                            LAND DEVELOPMENT SEGMENT

If and when the closing of the Sale Agreement occurs, the businesses reported
under the Land Development segment will no longer be owned by Crescent
Operating. (See Overview - Restructuring of Crescent Operating)

Net income for the Land Development Segment was less than $0.1 million and $1.9
million for the three and nine months ended September 30, 2001, respectively.
The Company's share of Desert Mountain Development's net loss for both the three
and nine months ended September 30, 2001 was $0.1 million and $0.3 million,
respectively. The Company's share of net income from both The Woodlands Land
Company and WOCOI Investment Company for the three and nine months ended
September 30, 2001 was $0.3 million and $2.3 million, respectively. The
Company's share of COPI Colorado's net loss for the three and nine months ended
September 30, 2001 was $0.1 million and $0.2 million, respectively.

                                       23
<PAGE>

The following table sets forth certain information as of September 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           2,174       $  512,000(3)     $375,000-$3,050,000(3)
The Woodlands..............       36,385        25,375          24,050       $   57,100        $ 15,000-$1,035,000
CDMC.......................        2,636           828             696              N/A        $ 25,000-$4,545,000
                                  ------        ------          ------

Total Land Development.....       41,686        28,534          26,920
                                  ======        ======          ======
</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 September 30, 2001 was $225,000.

                                      OTHER

RESTRUCTURING PROPOSAL

On June 28, 2001, the Company entered into a definitive agreement (the "Sale
Agreement") with Crescent Partnership for the sale by the Company 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.

By agreement dated June 28, 2001, as amended and restated effective October 31,
2001 (the "Capital Agreement"), by and among the Company, CRE Equipment
Holdings, LLC ("CEH"), SunTx CMLP, Inc. ("SunTx") and Crescent Machinery
Holdings, L.P. ("Crescent Holdings"), among others, CEH and SunTx have agreed to
purchase preferred partnership interests in Crescent Holdings, a subsidiary of
Crescent Operating that will own Crescent Machinery, for aggregate consideration
of $29.0 million.

The transactions for the sale of the hospitality and land development assets and
the sale of the Crescent Holdings preferred partnership interests also require
the amendment of the Company's Certificate of Incorporation and Bylaws and would
result in designees of CEH and SunTx taking control of the Company's Board of
Directors.

The Sale Agreement and the Capital Agreement are fully discussed in the
Company's Definitive Proxy Statement for the Company's 2001 Annual Meeting
("Definitive Proxy Statement") filed on November 1, 2001, with the Securities
and Exchange Commission and available on EDGAR through its website at
www.sec.gov. The Definitive Proxy Statement has been distributed to the
stockholders of record as of October 3, 2001 and relates to the Company's annual
meeting to be held December 6, 2001 at which the Company will seek stockholder
approval of the transactions contemplated by those agreements and certain other
matters. The Sale Agreement, the Capital Agreement and the various transactions
contemplated thereby are very complex. The following summary of certain aspects
of the Sale Agreement and Capital Agreement and the related restructuring
transactions does not purport to be a complete description of those agreements
and those transactions and is qualified in its entirety by reference to the
Definitive Proxy Statement. Stockholders and others interested in the proposed
transactions must review the Definitive Proxy Statement for information about
these agreements and transactions.

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

                                       24
<PAGE>

o    The sale of the Company'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 the Company'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 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 after the transaction will include a $16.8 million note payable to
Crescent Partnership. 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 $592.5 million will be reduced to approximately $118.2 million.
The Company plans to raise funds to be used to further reduce the remaining debt
following the close of the Sale Agreement and the Capital Agreement transactions
through a future rights offering to existing stockholders of its common stock,
as described below. It is a condition to the closing of the transactions under
the Capital Agreement that John C. Goff, Richard E. Rainwater, Harry H.
Frampton, III, and certain of their respective affiliates enter into an
agreement in which they commit to purchase at least $1.6 million of the
Company's common stock in connection with the rights offering and up to an
additional $1.4 million (for a total of up to $3.0 million) of the Company's
common stock if and to the extent the rights offering is not fully subscribed by
the Company's other stockholders. This notice does not constitute an offer of
any securities for sale.

The closing of the transactions contemplated by the Sale Agreement and the
closing of the transactions contemplated by the Capital Agreement are mutually
dependent. The closing of these transactions is subject to obtaining required
stockholder approval at the annual meeting and is subject to the receipt of
certain third party consents and other customary closing conditions.

Following the completion of the asset sale and Crescent Holdings limited
partnership interest sale transactions described above, Crescent Machinery
Company, L.P. ("CMC LP"), as successor by merger to Crescent Machinery, will
become the Company's primary remaining investment and its sole operating
division. The $29.0 million of capital generated under the Capital Agreement is
comprised of:

o    An investment by CEH of $10.0 million to acquire (i) units of Series A
     Convertible Redeemable Preferred Partnership Interest in Crescent Holdings
     (the "Series A Preferred") which are convertible into units of common
     partnership interest in Crescent Holdings at a fixed rate (subject to
     potential future adjustments) of $0.96 per unit and are exchangeable into
     Crescent Operating common stock, subject to certain conditions, at an
     exchange rate to be determined in the future based upon a formula
     calculation related to the offering price of shares of Company common stock
     in the planned rights offering. The Series A Preferred would earn a 9% per
     annum paid-in-kind dividend for as long as they remain outstanding, payable
     upon conversion or exchange through adjustment of the applicable conversion
     or exchange rate. The Series A Preferred would be senior to the Series B
     Preferred interests described below.

o    An investment by SunTx of $19.0 million to acquire (i) units of Series B
     Convertible Redeemable Preferred Partnership Interest in Crescent Holdings
     (the "Series B Preferred") which are convertible into units of common
     partnership interest in Crescent Holdings at a fixed rate (subject to
     potential future adjustments) of $0.64 per unit and is exchangeable into
     Crescent Operating common stock, subject to certain conditions, at an
     exchange rate to be determined in the future based upon a formula
     calculation related to the offering price of shares of Company common stock
     in the planned rights offering and (ii) warrants for the purchase of 2.8
     million shares of Crescent Operating common stock at a future date. The
     Series B Preferred would earn a 6% per annum paid-in-kind dividend for as
     long as they remain outstanding, payable upon conversion or exchange
     through adjustment of the applicable conversion or exchange rate.

As a result of the sale and issuance of these preferred partnership interests,
Crescent Operating's percentage ownership interest in Crescent Holdings, which
consists entirely of direct ownership of a common limited partnership interest
and indirect ownership of a general partnership interest, will initially be
reduced to approximately 24%. In the event the Series A Preferred and the Series
B Preferred are exchanged for shares of Company common stock, the relative
ownership percentage in the Company represented by the Company's now outstanding
shares of common stock would be reduced, assuming an offering price for shares
of Company common

                                       25
<PAGE>

stock in the Company's planned rights offering as described below ranging from
$0.07 to $1.00 per share, to between 3.1% and 29.4%. The dilutive effects of the
issuance of the Series A Preferred and the Series B Preferred are described in
detail in the Company's Definitive Proxy Statement.

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 $16.9 million as "impairment loss
on assets" in the Company's results from operations for the nine months ended
September 30, 2001. The Company will continue to evaluate the assets within
Crescent Machinery for impairment and adjust such carrying values as necessary.

In connection with the transactions contemplated by the Sale Agreement and the
Capital Agreement, and conditioned upon the approval and consummation of the
transactions included in those agreements and the related transactions
contemplated thereby, the Company will use its commercially reasonable best
efforts to engage in a rights offering to its existing stockholders for the sale
of up to $15.0 million of Company common stock. As soon as practicable after
closing the transactions under the Sale Agreement and the Capital Agreement, the
Company would distribute to each holder of its common stock as of a set record
date rights to purchase additional shares of Company common stock at a purchase
price equal the lesser of (a) the average of the reported closing prices for
Company common stock for the twenty (20) trading days immediately preceding the
fifth day prior to the commencement date of the rights offering, or (b) the
average of the reported closing prices for Company common stock for the twenty
(20) trading days immediately following the commencement date of the rights
offering. The purposes of the rights offering are to raise funds to further
reduce the Company's remaining debt burden and to allow Crescent Operating's
existing stockholders the opportunity to partially offset the dilutive effect
the securities sale transactions under the Capital Agreement will have on the
ownership interests in Crescent Operating. This notice does not constitute an
offer of any securities for sale. The rights offering would be effectuated
pursuant to an effective registration statement that would be filed with the
Securities and Exchange Commission.

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 December 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 September 30, 2001 totaled
approximately $8.5 million and $34.1 million, respectively. If a restructuring
of the Company pursuant to the Sale Agreement and the Capital Agreement is
successfully completed, the Company believes that it will be able to meet its
future capital requirements. 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.

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 nine months ended September 30,
2001, the Company recorded changes in the fair value of these warrants, as
calculated using the Black-Scholes pricing model, as investment income (loss) of
$(1.8) million and $6.0 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

                                       26
<PAGE>

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.

                                       27
<PAGE>

                          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 September 30, 2001:

<Table>
<Caption>
                                                     EQUIPMENT                TEMPERATURE
                                                       SALES                  CONTROLLED     LAND
                                                    AND LEASING  HOSPITALITY   LOGISTICS  DEVELOPMENT       OTHER          TOTAL
                                                    -----------  -----------  ----------- -----------     ---------      ---------

<S>                                                 <C>          <C>          <C>         <C>             <C>            <C>
Revenues .........................................   $  32,523    $  53,840      $  --     $  34,274      $      --      $ 120,637

Operating expenses ...............................      34,469       58,360         --        37,106            502        130,437
                                                     ---------    ---------      -----     ---------      ---------      ---------
Income (loss) from operations ....................      (1,946)      (4,520)        --        (2,832)          (502)        (9,800)
                                                     ---------    ---------      -----     ---------      ---------      ---------
Investment income (loss) .........................          --       (2,053)        --         7,840         (1,779)         4,008
                                                     ---------    ---------      -----     ---------      ---------      ---------
Other (income) expense
     Interest expense ............................       1,751          253         --         2,954            252          5,210
     Interest income .............................          (5)         (44)        --          (837)            (3)          (889)
     Impairment of investment (Note 2) ...........       5,052           --         --            --             --          5,052
     Other .......................................         850           --         --             3             (1)           852
                                                     ---------    ---------      -----     ---------      ---------      ---------
Total other (income) expense .....................       7,648          209         --         2,120            248         10,225
                                                     ---------    ---------      -----     ---------      ---------      ---------
Income (loss) before income taxes and
     minority interests ..........................      (9,594)      (6,782)        --         2,888         (2,529)       (16,017)
Income tax provision (benefit) ...................       3,046       (1,870)        --         1,106           (872)         1,410
                                                     ---------    ---------      -----     ---------      ---------      ---------
Income (loss) before minority interests ..........     (12,640)      (4,912)        --         1,782         (1,657)       (17,427)
Minority interests ...............................          --        2,093         --        (1,763)            --            330
                                                     ---------    ---------      -----     ---------      ---------      ---------
Net income (loss) ................................   $ (12,640)   $  (2,819)     $  --     $      19      $  (1,657)     $ (17,097)
                                                     =========    =========      =====     =========      =========      =========

Net income (loss) per share, basic and diluted ...   $   (1.22)   $   (0.27)     $  --     $    0.00      $   (0.16)     $   (1.65)
                                                     =========    =========      =====     =========      =========      =========

EBITDA Calculation: (1)
     Net income (loss) ...........................   $ (12,640)   $  (2,819)     $  --     $      19      $  (1,657)     $ (17,097)
     Interest expense, net .......................       1,746            7         --           162            249          2,164
     Income tax provision (benefit) ..............       3,046       (1,808)        --            50           (872)           416
     Depreciation and amortization ...............       4,881          490         --           296            (17)         5,650
                                                     ---------    ---------      -----     ---------      ---------      ---------
EBITDA ...........................................   $  (2,967)   $  (4,130)     $  --     $     527      $  (2,297)     $  (8,867)
                                                     =========    =========      =====     =========      =========      =========
</Table>

(1)  EBITDA represents earnings before interest, income taxes, depreciation and
     amortization Amounts are calculated based on the Company's ownership
     percentage of the EBITDA components Management believes that EBITDA can be
     a meaningful measure of the Company's operating performance, cash
     generation and ability to service debt However, EBITDA should not be
     considered as an alternative to either: (i) net earnings (determined in
     accordance with 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.

                                       28
<PAGE>

                          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 nine months ended September 30, 2001:

<Table>
<Caption>
                                                    EQUIPMENT                TEMPERATURE
                                                      SALES                  CONTROLLED        LAND
                                                   AND LEASING  HOSPITALITY   LOGISTICS     DEVELOPMENT     OTHER        TOTAL
                                                   -----------  -----------  -----------    -----------   ---------    ---------

<S>                                                <C>          <C>          <C>            <C>           <C>          <C>
Revenues .........................................  $  91,314    $ 173,132    $      --      $ 143,075    $      --    $ 407,521

Operating expenses ...............................     95,230      182,496           21        144,656        1,439      423,842
                                                    ---------    ---------    ---------      ---------    ---------    ---------
Income (loss) from operations ....................     (3,916)      (9,364)         (21)        (1,581)      (1,439)     (16,321)
                                                    ---------    ---------    ---------      ---------    ---------    ---------
Investment income (loss) .........................         --       (4,270)      (4,417)        29,583        6,035       26,931
                                                    ---------    ---------    ---------      ---------    ---------    ---------
Other (income) expense
     Interest expense ............................      6,441          759           --          9,839        3,157       20,196
     Interest income .............................        (11)         (82)          --         (2,889)          16       (2,966)
     Impairment of Investment (Note 2) ...........     16,902           --           --             --           --       16,902
     Other .......................................      1,187           --           --           (649)          (4)         534
                                                    ---------    ---------    ---------      ---------    ---------    ---------
Total other (income) expense .....................     24,519          677           --          6,301        3,169       34,666
                                                    ---------    ---------    ---------      ---------    ---------    ---------
Income (loss) before income taxes,
     minority interests and accounting change ....    (28,435)     (14,311)      (4,438)        21,701        1,427      (24,056)
Income tax provision (benefit) ...................     (4,371)      (2,001)      (1,775)         7,918        4,540        4,311
                                                    ---------    ---------    ---------      ---------    ---------    ---------
Income (loss) before minority interests and
     accounting change ...........................    (24,064)     (12,310)      (2,663)        13,783       (3,113)     (28,367)
Minority interests ...............................         --        6,338           --        (11,902)          --       (5,564)
                                                    ---------    ---------    ---------      ---------    ---------    ---------
Income (loss) before accounting change ...........    (24,064)      (5,972)      (2,663)         1,881       (3,113)     (33,931)
Cumulative effect of change in
     accounting principle ........................         --           --           --             --       (9,508)      (9,508)
                                                    ---------    ---------    ---------      ---------    ---------    ---------
Net income (loss) ................................  $ (24,064)   $  (5,972)   $  (2,663)     $   1,881    $ (12,621)   $ (43,439)
                                                    =========    =========    =========      =========    =========    =========

Net income (loss) per share, basic and diluted ...  $   (2.33)   $   (0.58)   $   (0.26)     $    0.18    $   (1.22)   $   (4.20)
                                                    =========    =========    =========      =========    =========    =========

EBITDA Calculation: (1)
     Net income (loss) ...........................  $ (24,064)   $  (5,972)   $  (2,663)     $   1,881    $ (12,621)   $ (43,439)
     Interest expense, net .......................      6,430           69          596            520        3,173       10,788
     Income tax provision (benefit) ..............     (4,371)      (3,671)      (1,775)         1,337        4,540       (3,940)
     Depreciation and amortization ...............     14,598        1,168        1,779            921          (52)      18,414
                                                    ---------    ---------    ---------      ---------    ---------    ---------
EBITDA ...........................................  $  (7,407)   $  (8,406)   $  (2,063)     $   4,659    $  (4,960)   $ (18,177)
                                                    =========    =========    =========      =========    =========    =========
</Table>

(1)  EBITDA represents earnings before interest, income taxes, depreciation and
     amortization. Amounts are calculated based on the Company's ownership
     percentage of the EBITDA components. Management believes that EBITDA can be
     a meaningful measure of the Company's operating performance, cash
     generation and ability to service debt. However, EBITDA should not be
     considered as an alternative to either: (i) net earnings (determined in
     accordance with 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.

                                       29
<PAGE>

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001,
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000

REVENUES

Total revenue decreased $61.5 million, or 33.8%, to $120.6 million for the three
months ended September 30, 2001, compared with $182.1 million for the three
months ended September 30, 2000. Total revenue decreased $118.6 million, or
22.5%, to $407.5 million for the nine months ended September 30, 2001, compared
with $526.1 million for the nine months ended September 30, 2000. The decrease
in total revenue is attributable to the factors discussed in the following
paragraphs. In addition, the Company believes that revenues for each of the
following segments were, and are likely to continue to be, impacted
significantly and negatively as a consequence of the September 11, 2001
terrorist attacks against the United States and the continuing threat of
terrorism, as consumers curtail their vacation travel and their purchase of
vacation homes and as certain industries reduce their construction expenditures.

Equipment Sales and Leasing Segment

Equipment sales and leasing revenue decreased $1.3 million, or 3.8%, to $32.5
million for the three months ended September 30, 2001, compared with $33.8
million for the three months ended September 30, 2000. Equipment sales and
leasing revenue decreased $17.2 million, or 15.9%, to $91.3 million for the nine
months ended September 30, 2001, compared with $108.5 million for the nine
months ended September 30, 2000. Significant components of the three month
decrease were:

o    a net decrease of $0.3 million in new and used equipment sales for the
     three months ended September 30, 2001, which includes revenues from
     auctions of $5.0 million, as compared to the corresponding period in
     2000 primarily due to lower sales volumes resulting from the slowing
     economy and the closing of Crescent Machinery's Franklin, Indiana location
     in January 2001; and

o    a decrease of $0.9 million in parts, service and supplies revenue for the
     three months ended September 30, 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 of $0.2 million in rental revenue for the three months ended
     September 30, 2001 as compared to the corresponding period in 2000
     primarily due to increased utilization of the rental fleet.

Significant components of the nine month decrease were:

o    a decrease of $17.5 million in new and used equipment sales for the nine
     months ended September 30, 2001, which includes revenues from auctions of
     $5.0 million, as compared to the corresponding period in 2000 primarily due
     to unusually high sales volumes in March 2000, lower sales volumes in 2001
     resulting from the slowing economy, the closing of Crescent Machinery's
     Franklin, Indiana location in January 2001, and adverse weather conditions
     in certain markets in the first quarter of 2001; and

o    a decrease of $2.7 million in parts, service and supplies revenue for the
     nine months ended September 30, 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 of $3.0 million in rental revenue for the nine months ended
     September 30, 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 $15.1 million, or 21.9%, to $53.8 million for the
three months ended September 30, 2001, compared with $68.9 million for the three
months ended September 30, 2000. Revenues decreased $34.5 million, or 16.6%, to
$173.1 million for the nine months ended September 30, 2001, compared with
$207.6 million for the nine months ended September 30, 2000. Significant
components of the three month decrease were:

                                       30
<PAGE>

o    no revenues at the Four Seasons Hotel in Houston for the three months ended
     September 30, 2001 due to the sale of the hotel on November 3, 2000 as
     compared to revenues of $9.1 million for the three months ended September
     30, 2000; and

o    a decrease in revenues of $7.2 million from the Denver Marriot, the Hyatt
     Regency Beaver Creek, Sonoma Mission Inn, Ventana Inn & Spa and Canyon
     Ranch-Tucson due primarily to decreased occupancy as a result of weaker
     market conditions for the three months ended September 30, 2001 as compared
     to the corresponding period in 2000; partially offset by

o    an increase in revenues of $1.2 million from the Renaissance Hotel due
     primarily to increased occupancy and rates for the three months ended
     September 30, 2001 as compared to the corresponding period in 2000.

Significant components of the nine month decrease were:

o    a decrease in revenues of $9.4 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 nine months ended
     September 30, 2001 as compared to the corresponding period in 2000; and

o    no revenues at the Four Seasons Hotel in Houston for the nine months ended
     September 30, 2001 due to the sale of the hotel on November 3, 2000 as
     compared to revenues of $29.0 million for the nine months ended September
     30, 2000; partially offset by

o    an increase revenues of $4.0 million from the Renaissance Hotel, Hyatt
     Regency Albuquerque and Canyon Ranch-Lenox due primarily to increased rates
     for the nine months ended September 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 $45.1 million, or 56.8%, to $34.3 million for the three
months ended September 30, 2001, compared with $79.4 million for the three
months ended September 30, 2000. Revenues decreased $66.9 million, or 31.9%, to
$143.1 million for the nine months ended September 30, 2001, compared with
$210.0 million for the nine months ended September 30, 2000. Significant
components of the three month decrease were:

o    a decrease of $9.4 million in revenue from Desert Mountain Development for
     the three months ended September 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 decrease of $35.7 million in revenue from COPI Colorado for the three
     months ended September 30, 2001 as compared to the corresponding period in
     2000, primarily due to a decrease in real estate sales due to weaker market
     conditions as well as the reduced revenues as a result of dispositions of
     property management subsidiaries at the end of the first quarter 2001.

Significant components of the nine month decrease were:

o    a decrease of $50.4 million in revenue from Desert Mountain Development for
     the nine months ended September 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 decrease of $16.5 million in revenue from COPI Colorado for the nine
     months ended September 30, 2001 as compared to the corresponding period in
     2000, primarily due to a decrease in real estate sales due to weaker market
     conditions as well as the reduced revenues as a result of dispositions of
     property management subsidiaries at the end of the first quarter 2001.

                                       31
<PAGE>

OPERATING EXPENSES

Total operating expenses decreased $45.2 million, or 25.7%, to $130.4 million
for the three months ended September 30, 2001, compared with $175.6 million for
the three months ended September 30, 2000. Total operating expenses decreased
$82.2 million, or 16.2%, to $423.8 million for the nine months ended September
30, 2001, compared with $506.0 million for the nine months ended September 30,
2000. The decrease in total operating expenses is attributable to the factors
discussed in the following paragraphs.

Equipment Sales and Leasing Segment

Equipment sales and leasing expenses increased $1.5 million, or 4.5%, to $34.5
million for the three months ended September 30, 2001, compared with $33.0
million for the three months ended September 30, 2000. Equipment sales and
leasing expenses decreased $10.2 million, or 9.7%, to $95.2 million for the nine
months ended September 30, 2001, compared with $105.4 million for the nine
months ended September 30, 2000. Significant components of the three month
increase were:

o    an increase of $0.2 million in new and used equipment expenses for the
     three months ended September 30, 2001 as compared to the corresponding
     period in 2000 primarily due to the inventory reduction plan of the Company
     whereby a significant amount of inventory was sold through auctions
     resulting in unfavorable pricing and a disproportional amount of expenses
     as compared to revenue; and

o    an increase of $0.5 million in rental expenses for the three months ended
     September 30, 2001 as compared to the corresponding period in 2000
     primarily due to larger 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; and

o    an increase of $1.4 million in general and administrative expenses for the
     three months ended September 30, 2001 as compared to the corresponding
     period in 2000 primarily due to severance costs associated with the
     reduction in employees, increased costs of insurance and taxes; partially
     offset by

o    a decrease of $0.6 million in parts, service and supplies expenses for the
     three months ended September 30, 2001 as compared to the corresponding
     period in 2000 primarily as a result of a decrease in parts, service and
     supplies revenue for the same period.

Significant components of the nine month decrease were:

o    a decrease of $14.1 million in new and used equipment expenses for the nine
     months ended September 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; and

o    a decrease of $1.6 million in parts, service and supplies expenses for the
     nine months ended September 30, 2001 as compared to the corresponding
     period in 2000 primarily as a result of a decrease in parts, service and
     supplies revenue for the same period; partially offset by

o    an increase of $4.5 million in rental expenses for the nine months ended
     September 30, 2001 as compared to the corresponding period in 2000
     primarily due to larger 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; and

o    an increase of $1.0 million in general and administrative expenses for the
     nine months ended September 30, 2001 as compared to the corresponding
     period in 2000 primarily due to severance costs associated with the
     reduction in employees, increased costs of insurance and taxes.

                                       32
<PAGE>

Hospitality Segment

Hospitality expenses decreased $11.6 million, or 16.6%, to $58.4 million for the
three months ended September 30, 2001, compared with $70.0 million for the three
months ended September 30, 2000. Expenses decreased $25.0 million, or 12.0%, to
$182.5 million for the nine months ended September 30, 2001, compared with
$207.5 million for the nine months ended September 30, 2000. Significant
components of the three month decrease were:

o    a decrease in rent and expenses in the amount of $4.6 million consistent
     with decreased revenues generated by certain of the Hospitality Properties
     as a result of decreased occupancy during the three months ended September
     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 September 30, 2001 due to the sale of the hotel on
     November 3, 2000 as compared to rent and expenses of $9.0 million for the
     three months ended September 30, 2000; partially offset by

o    additional rent and expenses from Renaissance Hotel and Hyatt Regency
     Albuquerque in the amount of $1.7 million for the three months ended
     September 30, 2001 as compared to the corresponding period in 2000 due to
     costs incurred in association with increased revenues as well as increased
     base rent as a result of capital expenditures made at Renaissance Hotel.

Significant components of the nine month decrease were:

o    a decrease in rent and expenses in the amount of $3.1 million consistent
     with decreased revenues generated by certain of the Hospitality Properties
     as a result of decreased occupancy during the nine months ended September
     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 nine months ended September 30, 2001 due to the sale of the hotel on
     November 3, 2000 as compared to rent and expenses of $27.0 million for the
     nine months ended September 30, 2000; partially offset by

o    additional rent and expenses from Renaissance Hotel and Hyatt Regency
     Albuquerque in the amount of $4.1 million for the nine months ended
     September 30, 2001 as compared to the corresponding period in 2000 due to
     costs incurred in association with increased revenues as well as increased
     base rent as a result of capital expenditures made at Renaissance Hotel.

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 $34.8 million, or 48.4%, to $37.1 million for the
three months ended September 30, 2001, compared with $71.9 million for the three
months ended September 30, 2000. Expenses decreased $45.8 million, or 24.1%, to
$144.6 million for the nine months ended September 30, 2001, compared with
$190.4 million for the nine months ended September 30, 2000. Significant
components of the three month decrease were:

o    a decrease of $5.0 million in expenses incurred by Desert Mountain
     Development during the three months ended September 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 decrease of $29.8 million in expenses incurred by COPI Colorado during
     the three months ended September 30, 2001 as compared to the corresponding
     period in 2000, primarily due to lower costs associated with less real
     estate sales as well as lower costs due to dispositions of property
     management subsidiaries at the end of the first quarter 2001.

                                       33
<PAGE>

Significant components of the nine month decrease were:

o    a decrease of $35.9 million in expenses incurred by Desert Mountain
     Development during the nine months ended September 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 decrease of $9.8 million in expenses incurred by COPI Colorado during the
     nine months ended September 30, 2001 as compared to the corresponding
     period in 2000, primarily due to lower costs associated with less real
     estate sales as well as lower costs due to dispositions of property
     management subsidiaries at the end of the first quarter 2001.

Corporate General and Administrative Expenses

Corporate general and administrative expenses totaled $0.5 million and $1.5
million for the three and nine months ended September 30, 2001, respectively, as
compared to $0.7 million and $2.7 million for the three and nine months ended
September 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 nine months ended September 30, 2001 compared to
the same period in 2000 is primarily attributable to a decrease in the number of
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 decreased $1.3 million or 24.5%, to $4.0 million for the three
months ended September 30, 2001, compared with $5.3 million for the three months
ended September 30, 2000. Significant components of the decrease were:

o    investment loss in the amount of $1.8 million realized from the decrease 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;

o    an increase in equity in loss of CDMC projects in the amount of $0.9
     million; and

o    an increase in equity in loss of CRL in the amount of $2.1 million;
     partially offset by

o    an increase in equity in income of Landevco in the amount of $2.2 million
     primarily due to increased residential and commercial land sales; and

o    a decrease in equity in loss of AmeriCold Logistics in the amount of $1.3
     million.

Investment income increased $14.8 million, or 123.3%, to $26.9 million, for the
nine months ended September 30, 2001, compared with $12.1 million for the nine
months ended September 30, 2000. Significant components of the increase were:

o    an increase in equity in income of Landevco in the amount of $11.4 million
     primarily due to increased residential and commercial land sales;

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

o    investment income in the amount of $6.0 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

                                       34
<PAGE>

o    an increase in equity in loss of CRL in the amount of $2.4 million;

o    an increase in equity in loss of CDMC projects in the amount of $1.2
     million; and

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

OTHER (INCOME) EXPENSE

Other (income) expense increased $1.8 million, or 21.4%, to $10.2 million for
the three months ended September 30, 2001, compared with $8.4 million for the
three months ended September 30, 2000. Significant components of the decrease
were:

o    recording of an impairment loss on assets of $5.1 million related to
     certain Crescent Machinery assets; partially offset by

o    a net decrease in interest expense of $4.1 million.

Other (income) expense increased $11.5 million, or 49.6%, to $34.7 million for
the nine months ended September 30, 2001, compared with $23.2 million for the
nine months ended September 30, 2000. Significant components of the decrease
were:

o    recording of an impairment loss on assets of $16.9 million related to
     certain Crescent Machinery assets; partially offset by

o    a net decrease in interest expense of $5.8 million.

INCOME TAX PROVISION (BENEFIT)

Income tax provision of $1.4 million for the three months ended September 30,
2001 represents a change of $0.5 million from the three months ended September
30, 2000. Income tax provision consisted of a $1.1 million tax provision for the
Land Development segment and a $3.1 million tax provision for the Equipment
Sales and Leasing segment, partially offset by a $0.9 million tax benefit at the
corporate level and a $1.9 million tax benefit for the Hospitality segment.

Income tax provision of $4.3 million for the nine months ended September 30,
2001 represents a change of $2.1 million from the nine months ended September
30, 2000. Income tax provision consisted of a $7.9 million tax provision for the
Land Development segment and a $4.6 million tax provision at the corporate
level, partially offset by a $4.4 million tax benefit for the Equipment Sales
and Leasing segment, a $1.8 million tax benefit for the Temperature Controlled
Logistics segment and a $2.0 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 $13.4 million in the second and third quarters 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 decreased $7.0 million, or 104.5%, to $0.3 million for the
three months ended September 30, 2001, compared to ($6.7) million for the three
months ended September 30, 2000. Minority interests decreased $10.7 million, or
65.6%, to ($5.6) million for the nine months ended September 30, 2001, compared
with ($16.3) million for the nine months ended September 30, 2000. Minority
interests consist of the non-voting interests in the Land Development segment
and in CRL Investments.

                                       35
<PAGE>

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

Cumulative effect of change in accounting principle increased $9.5 million, or
100%, for the nine months ended September 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 seeking shareholder approval for a
strategic restructuring of the Company through execution of the Sale Agreement
and the Capital Agreement. If the transactions contemplated by the Sale
Agreement and Capital Agreement are not completed, the Company will not have
adequate capital to meet its needs. 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 December 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 September 30, 2001 totaled approximately
$8.5 million and $34.1 million, respectively. 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. Crescent Machinery is currently in
default on certain major loans from commercial institutions due to Crescent
Machinery's decision not to pay the principal portion of payment installments
due in September and October 2001 in the total amount of $3.2 million.
Outstanding principal amounts under default by Crescent Machinery totaled $66.7
million at September 30, 2001. Crescent Machinery's lenders have not exercised
remedies available for Crescent Machinery's payment default, the defaults have
not adversely affected Crescent Machinery's ability to conduct its business and
Crescent Machinery and those lenders are negotiating about the defaults and
about modifying certain terms, including payment obligations, of the existing
credit lines. Although Crescent Machinery believes it can reach satisfactory
arrangements with the lenders regarding these issues, there can be no assurance
that Crescent Machinery can reach satisfactory arrangements with all of the
lenders and the failure to do so may have a serious adverse effect on the
operations of the Company and on the contemplated restructuring.

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 $35.4 million and $62.1 million at September 30,
2001 and December 31, 2000, respectively. The 43.0% decrease is attributable to
$166.2 million of cash used in operating activities, partially offset by $6.3
million and $133.3 million of cash provided by investing and financing
activities, respectively.

OPERATING ACTIVITIES

Net cash flows used in operating activities for the nine months ended September
30, 2001 were $166.2 million compared with net cash used in operating activities
of $0.6 million for the nine months ended September 30, 2000. The Company's
outflow of cash used in operating activities of $166.2 million was primarily
attributable to a net loss of $43.4 million, adjusted for:

o    provision for deferred taxes of $8.6 million;

o    change in fair value of Magellan warrants of $6.0 million;

o    cumulative effect of change in accounting principle of $9.5 million;

o    equity in income of unconsolidated subsidiaries of $20.9 million;

o    non-cash depreciation and amortization of $23.5 million; and

o    impairment loss on assets of $16.9 million.

                                       36
<PAGE>

In addition, the Company had outflows from:

o    an increase in real estate of $196.1 million;

o    decrease in accounts payable and accrued expenses of $12.7 million; and

o    an increase in prepaid expenses and current assets of $7.7 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 $31.0 million;

o    increase in accounts receivable of $20.8 million;

o    increase in inventories of $12.0 million; and

o    increase in deferred revenue of $10.5 million.

INVESTING ACTIVITIES

Net cash flows provided by investing activities for the nine months ended
September 30, 2001 were $6.3 million compared with net cash used in investing
activities of $15.0 million for the nine months ended September 30, 2000. The
Company's outflow of cash provided by investing activities of $6.3 million was
primarily attributable to inflows from:

o    distributions from investments on controlled subsidiaries of $29.1 million;

o    proceeds from the sale of property and equipment of $14.4 million; and

o    net proceeds from sale and collection of notes receivable of $8.3 million.

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

o    purchases of property and equipment of $25.8 million; and

o    disposition of business interest by controlled subsidiary, net of cash
     transferred of $17.7 million.

FINANCING ACTIVITIES

Net cash flows provided by financing activities for the nine months ended
September 30, 2001 were $133.3 million compared with net cash provided by
financing activities of $24.2 million for the nine months ended September 30,
2000. The Company's inflow of cash provided by financing activities of $133.3
million was primarily attributable to inflows from:

o    proceeds of long-term debt of $303.2 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 $151.6 million; and

o    distributions to minority interests of $22.3 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.

                                       37
<PAGE>

                           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.

A tentative global Stipulation of Settlement of all WARN matters has been
reached and filed with the District and Bankruptcy Courts. The settlement is
subject to approval by the District and Bankruptcy Courts (both matters are
being heard by the same judge) and class certification. In addition, the Company
can withdraw from the settlement under certain circumstances set out in the
Stipulation of Settlement.

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.

                                       38
<PAGE>

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Crescent Machinery is currently in default on certain major loans from
commercial institutions due to Crescent Machinery's decision not to pay the
principal portion of payment installments due in September and October 2001 in
the total amount of $3.2 million. Outstanding principal amounts under default by
Crescent Machinery totaled $66.7 million at September 30, 2001. Crescent
Machinery's lenders have not exercised remedies available for Crescent
Machinery's payment default, the defaults have not adversely affected Crescent
Machinery's ability to conduct its business and Crescent Machinery and those
lenders are negotiating about the defaults and about modifying certain terms,
including payment obligations, of the existing credit lines. Although Crescent
Machinery believes it can reach satisfactory arrangements with the lenders
regarding these issues, there can be no assurance that Crescent Machinery can
reach satisfactory arrangements with all of the lenders and the failure to do so
may have a serious adverse effect on the operations of the Company and on the
contemplated restructuring .

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

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable


                                       39
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

<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>

                                       40
<PAGE>
<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>

                                       41

<PAGE>
<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>

                                       42
<PAGE>
<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>

                                       43
<PAGE>
<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>

                                       44
<PAGE>
<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>

                                       45
<PAGE>
<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>

                                       46
<PAGE>
<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>

                                       47
<PAGE>
<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>

                                       48
<PAGE>
<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>

                                       49
<PAGE>
<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>

                                       50
<PAGE>
<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>

                                       51
<PAGE>
<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 as Exhibit 10.131 to June 30, 2001
                  Form 10-Q and incorporated by reference herein)
</Table>

(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
     sale and issuance by Crescent Machinery Holdings, L.P., a wholly-owned
     subsidiary of the Company, to CRE Equipment Holdings, LLC and SunTx CMLP,
     Inc. of preferred partnership interests of Crescent Machinery Holdings,
     L.P. and the issuance to SunTx of warrants to purchase shares of Crescent
     Operating common stock, for aggregate consideration of $29.0 million.

                                       52
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 14th day of November, 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)

                                       53
<PAGE>

                               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>
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<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>
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<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>
<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>
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<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>
<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>
<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>
<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>
<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)
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  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)
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<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)
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<PAGE>
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  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>
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<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 as Exhibit 10.131 to June 30, 2001
                  Form 10-Q and incorporated by reference herein)
</Table>