<PAGE>   1







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


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 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)



<TABLE>
<S>                                                 <C>
                 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)
</TABLE>

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                YES [ X ] NO [ ]


Number of shares of Common Stock, $.01 par value, outstanding as of May 14,
2001: 11,442,791

<PAGE>   2



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



                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                  <C>
Item 1.       Financial Statements:

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

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

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

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

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

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations...................16

Item 3.       Quantitative and Qualitative Disclosures About Market Risk..............................................28


                                             PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.......................................................................................28

Item 2.       Change in Securities and Use of Proceeds................................................................29

Item 3.       Defaults Upon Senior Securities.........................................................................29

Item 4.       Submission of Matters to a Vote of Security Holders.....................................................29

Item 5.       Other Information.......................................................................................29

Item 6.       Exhibits and Reports on Form 8-K........................................................................30
</TABLE>


                                       2


<PAGE>   3






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

<TABLE>
<CAPTION>

                                                                                            March 31, 2001  December 31, 2000
                                                                                            --------------  -----------------
                                                                                            (unaudited)          (audited)
                                           ASSETS

<S>                                                                                         <C>                 <C>
CURRENT ASSETS
  Cash and cash equivalents                                                                 $  45,143           $  62,078
  Accounts receivable, net                                                                     50,279              62,318
  Inventories                                                                                  41,039              42,710
  Notes receivable                                                                              5,942               3,940
  Real estate                                                                                 174,742             151,279
  Prepaid expenses and other current assets                                                    19,884              21,616
                                                                                            ---------           ---------
     Total current assets                                                                     337,029             343,941
                                                                                            ---------           ---------

PROPERTY AND EQUIPMENT, NET                                                                   214,579             219,739
                                                                                            ---------           ---------

INVESTMENTS                                                                                    72,224              70,396
                                                                                            ---------           ---------

OTHER ASSETS
  Real estate                                                                                 146,042             128,318
  Intangible assets, net                                                                       55,677              88,840
  Deferred tax assets                                                                          38,994              30,677
  Other assets                                                                                 27,706              28,617
                                                                                            ---------           ---------
     Total other assets                                                                       268,419             276,452
                                                                                            ---------           ---------

TOTAL ASSETS                                                                                $ 892,251           $ 910,528
                                                                                            =========           =========
                              LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                                     $  83,248           $ 100,009
  Accounts payable and accrued expenses - CEI                                                  31,096              17,198
  Current portion of long-term debt - CEI                                                      12,713              17,023
  Current portion of long-term debt                                                            69,432              78,104
  Deferred revenue                                                                             81,566              90,392
                                                                                            ---------           ---------
     Total current liabilities                                                                278,055             302,726

LONG-TERM DEBT - CEI, NET OF CURRENT PORTION                                                  241,752             242,666

LONG-TERM DEBT, NET OF CURRENT PORTION                                                        145,965             135,724

OTHER LIABILITIES                                                                              74,195              78,417
                                                                                            ---------           ---------

     Total liabilities                                                                        739,967             759,533
                                                                                            ---------           ---------

MINORITY INTERESTS                                                                            175,428             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)               (177)
Accumulated comprehensive income (loss)                                                            --              (9,509)
Accumulated deficit                                                                           (36,529)            (27,409)
Treasury stock at cost, 1,103 shares                                                           (4,306)             (4,306)
                                                                                            ---------           ---------
     Total shareholders' equity (deficit)                                                     (23,144)            (23,533)
                                                                                            ---------           ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                        $ 892,251           $ 910,528
                                                                                            =========           =========
</TABLE>




        See accompaning notes to the consolidated financial statements.


                                       3

<PAGE>   4



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




<TABLE>
<CAPTION>
                                                    For the three           For the three
                                                    months ended            months ended
                                                   March 31, 2001          March 31, 2000
                                                   ---------------         --------------
<S>                                                  <C>                     <C>
 REVENUES
   Equipment sales & leasing                          $  29,540               $  36,247
   Hospitality                                           65,368                  72,210
   Land development                                      68,531                  59,094
                                                      ---------               ---------

      Total revenues                                    163,439                 167,551
                                                      ---------               ---------

OPERATING EXPENSES
   Equipment sales & leasing                             30,820                  35,771
   Hospitality                                           50,399                  53,781
   Hospitality properties rent - CEI                     14,908                  16,264
   Land development                                      64,452                  52,790
   Corporate general and administrative                     455                     972
                                                      ---------               ---------

      Total operating expenses                          161,034                 159,578
                                                      ---------               ---------

INCOME FROM OPERATIONS                                    2,405                   7,973

INVESTMENT INCOME                                         5,126                   5,505

OTHER (INCOME) EXPENSE
   Interest expense                                       8,934                   8,014
   Interest income                                       (1,152)                   (864)
   Other                                                   (545)                     91
                                                      ---------               ---------

      Total other (income) expense                        7,237                   7,241
                                                      ---------               ---------

INCOME BEFORE INCOME TAXES,
    MINORITY INTERESTS AND ACCOUNTING CHANGE                294                   6,237

INCOME TAX (BENEFIT) PROVISION                           (2,183)                  1,488
                                                      ---------               ---------

INCOME BEFORE MINORITY INTERESTS AND
    ACCOUNTING CHANGE                                     2,477                   4,749

MINORITY INTERESTS                                       (2,088)                 (6,731)
                                                      ---------               ---------

INCOME (LOSS) BEFORE ACCOUNTING CHANGE                      389                  (1,982)

CUMULATIVE EFFECT OF CHANGE
    IN ACCOUNTING PRINCIPLE (NOTE 11)                    (9,509)                      -
                                                      ---------               ---------

NET LOSS                                              $  (9,120)              $  (1,982)
                                                      =========               =========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
   Income (loss) before change in accounting          $    0.04               $   (0.19)
   Change in accounting                                   (0.92)                      -
                                                      ---------               ---------
   Net loss per share                                 $   (0.88)              $   (0.19)
                                                      =========               =========
</TABLE>


        See accompanying notes to the consolidated financial statements.

                                       4
<PAGE>   5

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

<TABLE>
<CAPTION>
                                                                                                                        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
                                             --------     -------       -------        ---------      ---------       ---------


MARCH 31, 2001                                 11,443     $   114        (1,103)       $ (4,306)      $  17,754        $  (177)
                                             ========     =======       ========       =========      =========       =========
</TABLE>

<TABLE>
<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                               -               (9,120)       (9,120)

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

Comprehensive income                                                         389
                                     --------          ------------   -----------


MARCH 31, 2001                       $      -          $   (36,529)   $  (23,144)
                                     ========          ============   ===========
</TABLE>


        See accompanying notes to the consolidated financial statements.

                                       5

<PAGE>   6

<TABLE>
<CAPTION>
                                                                                     For the               For the
                                                                               Three Months Ended     Three Months Ended
                                                                                 March 31, 2001         March 31, 2000
                                                                               ------------------     -------------------
<S>                                                                                 <C>                    <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                         $ (9,120)              $ (1,982)
   Adjustments to reconcile net loss
     to net cash used in operating activities:
       Depreciation                                                                    6,791                  5,391
       Amortization                                                                    2,168                  2,620
       Provision for deferred income taxes                                            (6,512)                (1,018)
       Equity in income of unconsolidated subsidiaries                                  (705)                (3,987)
       Change in fair value of Magellan warrants                                      (4,421)                     -
       Cumulative effect of change in accounting principle                             9,509                      -
       Minority interests                                                              2,088                  6,731
       Gain on sale of property and equipment                                           (358)                  (892)
       Gain on sale of investments                                                       406                 (1,518)
       Changes in assets and liabilities, net of effects from acquisitions:
           Accounts receivable                                                         9,273                 (8,649)
           Inventories                                                                 1,952                  2,924
           Prepaid expenses and current assets                                        (2,657)                (4,411)
           Real estate                                                               (42,571)                   612
           Other assets                                                                  (64)                  (100)
           Accounts payable and accrued expenses                                     (15,020)               (10,670)
           Accounts payable and accrued expenses - CEI                                13,898                 10,760
           Deferred revenue, current and noncurrent                                    6,385                  2,190
           Other liabilities                                                             140                      4
                                                                                    --------               --------
                Net cash used in operating activities                                (28,818)                (1,995)
                                                                                    --------               --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of business interests, net of cash acquired                                  -                    (44)
  Acquisition of business interests by
      Controlled Subsidiaries, net of cash acquired                                        -                   (550)
  Disposition of business interest by
      Controlled Subsidiary, net of cash transferred                                 (17,715)                     -
  Purchases of property and equipment                                                 (8,593)               (15,679)
  Proceeds from sale of investments                                                       --                  2,398
  Proceeds from sale of property and equipment                                         3,298                  8,342
  Net proceeds from sale and collection of notes receivable                            1,846                  5,698
  Net distributions from investments                                                   1,050                  1,055
  Distributions from investments of Controlled Subsidiaries                            6,288                     21
  Contributions to investments of Controlled Subsidiaries                             (4,455)                     -
                                                                                    --------               --------
                Net cash provided by (used in) investing activities                  (18,281)                 1,241
                                                                                    --------               --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of long-term debt                                                          68,955                 49,955
  Payments on long-term debt                                                         (39,622)               (24,611)
  Payments on long-term debt - CEI                                                       (79)               (19,186)
  Capital contributions by minority interests                                          4,363                    373
  Distributions to minority interests                                                 (3,186)                (6,460)
  Other                                                                                 (267)                (1,361)
                                                                                    --------               --------
                Net cash provided by (used in) financing activities                   30,164                 (1,290)
                                                                                    --------               --------

NET DECREASE IN CASH AND
  CASH EQUIVALENTS                                                                   (16,935)                (2,044)

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

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                                                     $ 45,143               $ 36,973
                                                                                    ========               ========
</TABLE>


         See accompanying notes to the consolidated financial statements.

                                      6
<PAGE>   7








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


1. ORGANIZATION AND BASIS OF PRESENTATION:

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

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

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the audited financial statements and related footnotes of the Company for
the fiscal year ended December 31, 2000 included in the Company's Form 10-K, as
well as, in conjunction with the Company's previously filed Form 10-Qs. The
Company's auditors report included on the financial statements included in its
2000 Annual Report on Form 10-K expressed substantial doubt about the Company's
ability to continue to operate as a going concern (see Note 12). 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:

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

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

            -     A 5% economic interest in:

                  -     The Woodlands Land Company, Inc. ("LandCo") which has a
                        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").

            -     A 60% general partner interest in COPI Colorado, L.P. ("COPI
                  Colorado") which owns 10% of Crescent Development Management
                  Corp. ("CDMC"). The 10% interest in CDMC represents 100% of
                  the voting stock, and therefore, CDMC is consolidated into
                  COPI Colorado.




                                       7
<PAGE>   8



      -     Subsidiaries which the Company reports on the equity method of
            accounting:
            -     A 52.5% interest in The Woodlands Operating Company, L.P.
                  ("TWOC") which is controlled by a four member committee of
                  which the Company controls two positions; and
            -     A 40% interest in Vornado Crescent Logistics Operating
                  Partnership ("AmeriCold Logistics").
            -     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).

      -     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:

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, for deferred rent of $24.4 million, to December 31, 2003
from March 11, 2002.

LAND DEVELOPMENT

Until December 2000, CDMC had an indirect economic interest in a real estate
company that specializes in the management of resort properties in Colorado,
Utah, South Carolina and Montana. That investment was transferred to Crescent
Development Management Corp. II ("CDMC II"), a newly formed entity having the
same owners, board of directors and officers as CDMC. In connection with that
transfer, CDMC II assumed the indebtedness of CDMC incurred in connection with
that investment, all of which is owed to Crescent Partnership. Effective March
30, 2001, CDMC II sold that investment - a membership interests in East West
Resorts, LLC ("EWR") - to a company affiliated with the other owner of EWR, for
cash and a secured promissory note. CDMC II immediately transferred the cash and
note to Transportal Investment Corp. ("TIC") in exchange for its assumption of
all of its indebtedness and dissolved. Crescent Operating owns 1%, and Crescent
Partnership owns 99%, of TIC, which owns an interest in Transportal.

                                       8

<PAGE>   9



3. INVESTMENTS:

Investments consisted of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                                                          March 31, 2001            December 31, 2000
                                                                          --------------            -----------------
<S>                                                                           <C>                        <C>
        Investment in Landevco............................                    $45,127                    $44,027
        Investment in CDMC projects.......................                      8,273                      8,170
        Investment in Magellan warrants...................                      7,413                      2,992
        Investment in CR License..........................                      5,485                      5,485
        Investment in AmeriCold Logistics.................                      3,076                      4,417
        Investment in CR Las Vegas........................                      2,850                      5,305
                                                                              -------                    -------
                                                                              $72,224                    $70,396
                                                                              =======                    =======
</TABLE>


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

<TABLE>
<CAPTION>                                                                          Three months ended         Three months ended
                                                                                     March 31, 2001             March 31, 2000
                                                                                   ------------------         -------------------
<S>                                                                                <C>                        <C>
  Change in fair value of Magellan warrants.............................               $ 4,421                       $    --
  Equity in income of Landevco..........................................                 2,933                         5,375
  Equity in income of TWOC..............................................                 1,050                           920
  Equity in income of CDMC projects.....................................                   280                           942
  Equity in income of Houston Center Athletic Club ("HCAC").............                    --                             8
  Gain on sale of HCAC..................................................                    --                         1,518
  Equity in income of TCLP..............................................                    --                            24
  Equity in loss of Transportal Network.................................                    --                          (790)
  Equity in loss of AmeriCold Logistics.................................                (1,341)                       (2,492)
  Equity in loss of CRL.................................................                (2,217)                           --
                                                                                       -------                       -------
                                                                                       $ 5,126                       $ 5,505
                                                                                       =======                       =======
</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>
                                                                                    Three months ended March 31, 2001
                                                                               ---------------------------------------------
                                                                               AmeriCold Logistics              TWOC
                                                                               ---------------------       -----------------
<S>                                                                              <C>                          <C>
          Revenues...................................                            $ 158,988                    $  22,219
          Gross profit...............................                            $   7,660                    $   1,436
          Net income (loss)..........................                            $  (3,352)                   $   1,439

          Crescent Operating's equity
              in income (loss) of subsidiary.........                            $  (1,341)                   $   1,050
</TABLE>

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

                                       9

<PAGE>   10


4. INTANGIBLE ASSETS:

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

<TABLE>
<CAPTION>
                                                          March 31, 2001                      December 31, 2000
                                                         -----------------                   -------------------
<S>                                                      <C>                                 <C>
        Goodwill, net - Crescent Machinery                    $13,886                                $14,011
        Goodwill, net - RoseStar .........                      1,147                                  1,202
        Goodwill, net - COPI Colorado ....                     12,840                                 45,077
        Membership intangible, net - DMPLP                     27,804                                 28,550
                                                              -------                                -------
                                                              $55,677                                $88,840
                                                              =======                                =======
</TABLE>


5. LONG-TERM DEBT:

The Company's long-term debt facilities are composed of (i) corporate and
wholly-owned debt, and (ii) non wholly-owned debt. Corporate and wholly-owned
debt relates to debt facilities at the Crescent Operating level or owed by
entities which are owned 100% by Crescent Operating. Non wholly-owned debt
represents non-recourse debt owed by entities which are consolidated in the
Company's financial statements but are not 100% owned by the Company; the
Company's economic investment in these entities is 6% or less. The non
wholly-owned debt is secured by the operations of each individual subsidiary and
is not guaranteed by Crescent Operating. Following is a summary of the Company's
debt financing (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                    March 31, 2001        December 31, 2000
                                                                                   ---------------        -----------------
<S>                                                                                 <C>                  <C>
LONG-TERM DEBT - CORPORATE AND WHOLLY OWNED SUBSIDIARIES

Equipment notes payable to finance companies, bear interest
from 7.0% to 10.0%, due 2001 through 2011 (Crescent Machinery).................      $   106,571             $  115,091

Floor plan debt payable, three to twelve month terms at 0% interest
(Crescent Machinery)...........................................................           11,293                 12,632

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

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

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

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

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


Notes payable to the sellers of equipment companies, weighted average interest
of 7.6% at March 31, 2001 and December 31, 2000, due 2001 through 2003 (COPI)...           4,435                  4,582

Notes payable to Crescent Partnership, weighted average interest of 10.4% at
March 31, 2001 and December 31, 2000, due 2003 through 2006 (RoseStar)..........           1,518                  1,596
                                                                                         -------                -------


    Total debt - corporate and wholly owned subsidiaries........................         200,016                210,100
                                                                                         -------                -------
</TABLE>

                                       10

<PAGE>   11



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


Construction loans for various East West Resort Development projects,
interest at 7.6% to 10.8%, due through 2005 (CDMC).............................       68,784                        62,316

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

Line of credit in the amount of $56.2 million payable to Crescent Partnership,
interest at 11.5%, due August 2004 (CDMC)......................................       41,767                        39,342

Line of credit in the amount of $32.0 million payable to Crescent Partnership,
interest at 11.5%, due September 2008 (CDMC)...................................       37,906                        32,155

Line of credit in the amount of $40.0 million payable to Crescent Partnership,
interest at 11.5%, due December 2006 (CDMC)....................................       35,494                        33,903

Line of credit in the amount of $66.0 million payable to Crescent Partnership,
interest at 11.5%, due March 2009 (CDMC).......................................       10,416                             -

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 2001 (DMPLP)..............       9,313                         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............................     269,846                       263,417
                                                                                   ----------                   ----------

          Total long-term debt.................................................    $ 469,862                   $   473,517
                                                                                   =========                   ===========

Current portion of long-term debt - CEI.........................................   $  12,713                   $    17,023

Current portion of long-term debt...............................................      69,432                        78,104

Long-term debt - CEI, net of current portion....................................     241,752                       242,666

Long-term debt, net of current portion..........................................     145,965                       135,724
                                                                                   ----------                   ----------

          Total long-term debt..................................................   $ 469,862                   $   473,517
                                                                                   =========                   ===========
</TABLE>


The Company has modified certain debt agreements with Crescent Equities
extending the timing of principal and interest payments until May 23, 2001.
Interest payments accrued but deferred as of March 31, 2001 of $6.9 million are
included in Accounts payable and accrued expenses - CEI within the Company's
consolidated financial statements (see Note 12).

                                      11


<PAGE>   12



6. OTHER LIABILITIES:

Other liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                  March 31, 2001             December 31, 2000
                                                                                -----------------           -------------------
<S>                                                                             <C>                         <C>
     Deferred revenue ........................                                        $70,378                    $69,265
     Straight line hospitality rent adjustment                                          3,817                      3,677
     Other ...................................                                             --                      5,475
                                                                                      -------                    -------
                                                                                      $74,195                    $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 March 31, 2001              Three months ended March 31, 2000
                                   ---------------------------------------------------------------------------------------------
                                           Net               Wtd Avg.      Per Share           Net       Wtd. Avg.    Per Share
                                      Income (Loss)           Shares        Amount        Income (Loss)    Shares       Amount
                                   ------------------  ----------------  -------------  ---------------  ----------   ----------
<S>                                 <C>                     <C>            <C>            <C>            <C>          <C>
BASIC EPS.........................      $  (9,120)            10,340       $ (0.88)        $  (1,982)      10,312      $ (0.19)

EFFECT OF DILUTIVE SECURITIES:
Stock Options.....................              -                  -                               -            -
                                        ----------          ---------      --------        ----------      ------      --------
DILUTED EPS.......................      $  (9,120)            10,340       $ (0.88)        $  (1,982)      10,312      $ (0.19)
                                        ==========          =========      ========        ==========      ======      ========
</TABLE>


The Company had 1,319,834 and 1,342,392 options for its common stock outstanding
at March 31, 2001 and 2000, respectively, which were not included in the
calculation of diluted EPS as they were anti-dilutive.

8. INCOME TAXES:

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

<TABLE>
<CAPTION>
                                                                              Three months ended           Three months ended
                                                                                March 31, 2001               March 31, 2000
                                                                            ----------------------        ---------------------
<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...........................................            (201.8)                        (15.5)
          Change in valuation allowance................................            (603.2)                            -
          Other, net...................................................              22.5                          (0.6)
                                                                             ---------------------         ------------------
                           Effective tax rate..........................             742.5%                         23.9%
                                                                             ---------------------         ------------------
</TABLE>

The Company generally provides for taxes using a 40% effective rate on the
Company's share of income or loss. Management believes that the deferred tax
asset will be realized due to tax planning strategies associated with an
anticipated restructure (see Note 12).

9. BUSINESS SEGMENT INFORMATION:

Crescent Operating's assets and operations are located entirely within the
United States and are comprised primarily of four business segments: (i)
Equipment Sales and Leasing, (ii) Hospitality, (iii) Temperature Controlled
Logistics and (iv) Land Development. In addition to these four business
segments, the Company has grouped its investment in Magellan warrants, interest
expense on corporate debt and general corporate overhead costs such as legal and


                                       12
<PAGE>   13
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
                                           ----------------------------------------------------------------------------
                                                     March 31, 2001                            March 31, 2000
                                           -----------------------------------     ------------------------------------
<S>                                           <C>               <C>                       <C>              <C>
Revenues:
     Equipment Sales and Leasing...........    $                  29,540                   $                 36,247
     Hospitality...........................                       65,368                                     72,210
     Temperature Controlled Logistics......                            -                                          -
     Land Development......................                       68,531                                     59,094
     Other.................................                            -                                          -
                                           -----------------------------------     ------------------------------------
     Total revenues........................    $                 163,439                   $                167,551
                                           ===================================     ====================================

Net income (loss):
     Equipment Sales and Leasing...........    $                  (2,401)                  $                 (1,184)
     Hospitality...........................                          (40)                                     2,191
     Temperature Controlled Logistics......                         (815)                                    (1,966)
     Land Development......................                          716                                        728
     Other.................................                       (6,580)                                    (1,751)
                                           -----------------------------------     ------------------------------------
     Total net income (loss)...............    $                  (9,120)                  $                 (1,982)
                                           ===================================     ====================================

                                                     March 31, 2001                          December 31, 2000
                                           -----------------------------------     ------------------------------------
Identifiable assets:
     Equipment Sales and Leasing...........    $                 189,986                   $                192,151
     Hospitality...........................                       45,092                                     44,810
     Temperature Controlled Logistics......                        8,014                                    643,514
     Land Development......................                      625,732                                      8,829
     Other.................................                       23,427                                     21,224
                                           -----------------------------------     ------------------------------------
     Total identifiable assets.............    $                 892,251                   $                910,528
                                           ===================================     ====================================
</TABLE>

10. LITIGATION:

CBHS became the subject of Chapter 11 bankruptcy proceedings by filing a
voluntary petition on February 16, 2000, in United States Bankruptcy Court for
the District of Delaware. Although CBHS is not a subsidiary of Crescent
Operating, Crescent Operating did own a majority (90%) economic interest in
CBHS, until December 29, 2000. Crescent Operating's claims against the estate of
CBHS include (i) its interests as a direct and indirect equity holder of CBHS
and (ii) its claim for indemnification or contribution against third party
lawsuits and claims where Crescent Operating is a named defendant with CBHS,
such as lawsuits based upon alleged WARN Act violations purported to have been
committed by CBHS and/or its subsidiaries in closing behavioral health care
facilities in 1999 and 2000. Crescent Operating has filed proofs of claim
against CBHS with regard to these claims; however, the Company now believes that
there exists substantial doubt whether any of its claims will be collectible,
due to the presumptively insolvent nature of the debtors' estate.

Another claimant in the CBHS bankruptcy is Crescent Partnership (together with
its parent, Crescent Equities), which is the owner of certain facilities leased
to and operated by CBHS and its subsidiaries and is also the secured lender of
$10 million to CBHS. CBHS has an arrearage on its lease payments owed to
Crescent Partnership accrued 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


                                       13
<PAGE>   14



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. The Company
anticipates that other similar lawsuits may be filed due to the closing of the
CBHS facilities or that COPI may be named in existing lawsuits against CBHS.
With respect to the pending suits and possible future claims against Crescent
Operating based on the closure by CBHS of facilities in 1999 and 2000, the
Company believes that such actions are without basis under the WARN Act and
should be dismissed; however, no assurance can be given that Crescent Operating
will prevail.

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. In February 2001, the Company filed a lawsuit 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 months ended March 31, 2001, the Company
recorded changes in the fair value of these warrants, as calculated using the
Black-Scholes pricing model, as investment income of $4.4 million in the
Company's statement of operations.

12. RESTRUCTURING OF CRESCENT OPERATING:

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



                                       14
<PAGE>   15

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 extended certain
payment obligations by reaching agreements with Crescent Equities to defer until
May 23, 2001 payments on certain of Crescent Operating's obligations to Crescent
Equities otherwise due. Interest payments and rent payments accrued but deferred
as of March 31, 2001 totaled approximately $6.9 million and $17.3 million,
respectively. If a restructuring of the Company as now contemplated by the
Company's management and/or a significant infusion of equity is successfully
completed, the Company believes that it will be able to meet its capital
requirements during 2001. If a successful restructuring is not completed and/or
significant new equity is not obtained, the Company will not have adequate
capital to meet its needs. Based on the above, the Company's auditors report
included on the financial statements included in its 2000 Annual Report on Form
10-K expressed substantial doubt about the Company's ability to continue to
operate as a going concern.


                                       15
<PAGE>   16



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

The information in this Item 2 should be read in conjunction with the interim
consolidated financial statements and the accompanying notes presented in Item 1
to this Form 10-Q. The financial statements include all adjustments which
management believes are necessary to reflect a fair statement of the financial
results for the interim periods presented. All such adjustments are of a normal
and recurring nature. The information contained in this Item 2 should also be
read in conjunction with the more detailed information included in the Company's
Form 10-K for the year ended December 31, 2000, as well as, in conjunction with
the Company's previously filed Form 10-Qs. Capitalized terms used but not
otherwise defined in this Item 2 have the meanings given to them in the notes to
the financial statements included in Item 1.

This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Although the Company believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, the Company's actual results could differ materially
from those the Company expects to achieve. The Company's management is currently
actively involved in pursuing a strategic restructuring of the Company in an
effort to alleviate the Company's liquidity issues. Any failure to complete such
a restructuring of the Company would have a significant adverse effect on the
Company and its expected results. Without corporate restructuring and/or
infusion of significant equity, the Company will be unable to meet its financial
obligations in a timely manner. Based on the above, the Company's auditors
report included on the financial statements included in its 2000 Annual Report
on Form 10-K expressed substantial doubt about the Company's ability to continue
to operate as a going concern. Some of the other factors that might cause
material variation from the expectations reflected in the forward-looking
statements include:

        - the inability of the Company to pay its obligations to Crescent Real
          Estate Equities Company ("Crescent Equities") as they come due
          (certain payment obligations have been deferred until May 23, 2001),
          which is probable in the absence of a successful restructuring of the
          Company or infusion of equity,

        - the inability of the Company to reach acceptable terms related to the
          potential sale of the Company's Hospitality and Land Development
          segments to Crescent Equities,

        - 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,

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

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

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

        - 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,

        - 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,



                                       16
<PAGE>   17


        - the high levels of debt and rental payments to which certain of the
          Company's investments are subject make the earnings of those
          investments extremely sensitive to changes in operations or business
          activity, and

        - the effect of the REIT Modernization Act upon future opportunities
          under the Intercompany Agreement with Crescent Equities; the
          Intercompany Agreement is not expected to result in future business
          opportunities.

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


                                       17
<PAGE>   18



                                    OVERVIEW

Crescent Operating is a diversified management company that, through various
subsidiaries and affiliates, currently operates primarily in four business
segments: (i) Equipment Sales and Leasing, (ii) Hospitality, (iii) Temperature
Controlled Logistics and (iv) Land Development. Within these segments the
Company owned the following as of March 31, 2001:

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

-   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 (including the Sonoma Mission Inn Golf and Country Club), 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.

-   THE TEMPERATURE CONTROLLED LOGISTICS SEGMENT consisted of a 40% interest in
    the operations of Vornado Crescent Logistics Operating Partnership
    ("AmeriCold Logistics"), which currently operates 99 refrigerated storage
    properties with an aggregate storage capacity of approximately 518 million
    cubic feet.

-   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
    Development Management Corp. ("CDMC").

PROPOSED RESTRUCTURING OF CRESCENT OPERATING

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


                                       18
<PAGE>   19


                       EQUIPMENT SALES AND LEASING SEGMENT

FINANCIAL ACTIVITY

<TABLE>
<CAPTION>
                                                             Three months ended March 31,
                                                     -------------------------------------------
                                                                2001                 2000
                                                     ---------------------   -------------------

<S>                                                            <C>                  <C>
Revenue:
   New and used equipment.......................                 49%                  60%
   Rental equipment.............................                 30%                  20%
   Parts, service and supplies..................                 21%                  20%
                                                     ---------------------   -------------------
Total revenue...................................                100%                 100%

Expenses:
   Cost of sales:
        New and used equipment..................                 88%                  87%
        Rental equipment........................                 75%                  65%
        Parts, service and supplies.............                 63%                  60%
                                                     ---------------------   -------------------
   Total cost of sales..........................                 79%                  77%

   Gross profit.................................                 21%                  23%

   Operating expenses...........................                 25%                  22%
                                                     ---------------------   -------------------

Income (loss) from operations...................                 (4%)                  1%
                                                     =====================   ===================

EBITDA..........................................                 11%                  12%
                                                     =====================   ===================
</TABLE>

The Company is focused on increasing the profit margin on its rental revenue
through increased utilization of existing assets, elimination of under producing
assets from the rental fleet, as well as packaging rental equipment to larger
customers. The Company also continues to focus on minimizing operating costs and
capturing synergies from the consolidation of the multiple acquisitions
completed in prior years. Crescent Machinery's branch locations are now fully
integrated into a financial and operational computer system which allows
management access, across all branches, to accurate information on a timely
basis. Management believes that the improved information flow is critical to
capturing the synergies of the consolidated group. Management believes these
initiatives are critical to the future success of the Company.

Equipment sales and leasing revenue decreased $6.7 million, or 18.5%, to $29.5
million for the three months ended March 31, 2001, compared with $36.2 million
for the three months ended March 31, 2000. Net loss for the three months ended
March 31, 2001 was $2.4 million as compared with net loss of $1.2 million for
the three months ended March 31, 2000. The Company believes that the results for
the quarter ended March 31, 2001 are not necessarily indicative of the operating
results expected for the full year, due to the seasonality of the business.
Historically, revenue is lower in the first quarter due to the effect of the
winter season on the construction industry. In January 2001, the Franklin,
Indiana Crescent Machinery location was closed and its assets transferred to
other locations for utilization.

Earnings before interest expense, income taxes, depreciation and amortization
("EBITDA") for the Equipment Sales and Leasing segment for the three months
ended March 31, 2001 was $3.3 million as compared with EBITDA of $4.2 million
for the three months ended March 31, 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.



                                       19
<PAGE>   20

HOSPITALITY SEGMENT

FINANCIAL ACTIVITY

The following table sets forth certain information about the Hospitality
Properties for the three months ended March 31, 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 three months ended March 31,
                                                              --------------------------------------------------
                                                                   Average         Average        Revenue Per
                                                               Occupancy Rate     Daily Rate    Available Room
                                                              --------------------------------------------------
                                                    Rooms/
                                                     Guest
                                        Location    Nights      2001    2000     2001    2000    2001     2000
                                     ------------  -------    -------  ------   ------  ------  ------  --------
<S>                                                 <C>       <C>      <C>    <C>      <C>     <C>      <C>
Upscale Business Class Hotels:
------------------------------
Denver Marriott City
Center................                Denver, CO      613       76%      79%    $126     $114    $ 96     $90
Hyatt Regency                         Albuquerque,
Albuquerque...........                   NM           395       71       62       98      104      70      64
Renaissance Houston...                Houston, TX     389       66       75      117       98      78      73
                                                   -------    -------  ------   ------  ------  ------  --------
    Total/Weighted Average                          1,397       72%      73%    $115     $107    $ 83     $78
                                                   =======    =======  ======   ======  ======  ======  ========

Destination Resort Properties:
------------------------------
Hyatt Regency Beaver
Creek(1)..............                 Avon, CO       276       85%      85%    $431     $417    $365    $353
Sonoma Mission Inn &
Spa...................                Sonoma, CA      228       57       67      235      256     135     171
Ventana Inn & Spa.....                Big Sur, CA      62       67       68      364      379     244     257
Canyon Ranch-Tucson...                Tucson, AZ      250(2)
Canyon Ranch-Lenox....                Lenox, MA       212(2)
                                                   -------    -------  ------   ------  ------  ------  --------

Total/Weighted Average                              1,028       80%      84%    $506     $475    $396    $391
                                                   =======    =======  ======   ======  ======  ======  ========
</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 March 31, 2001, the Company had deferred a portion of its lease rental
obligations on the Hospitality Properties; for additional information, see
Liquidity and Capital Resources.

                    TEMPERATURE CONTROLLED LOGISTICS SEGMENT

RECENT DEVELOPMENTS

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, for deferred rent of $24.4 million, to December 31, 2003
from March 11, 2002.

FINANCIAL ACTIVITY

The Company has a 40% economic interest in AmeriCold Logistics. The Company's
share of pretax loss from AmeriCold Logistics for the three months ended March
31, 2001 was $1.3 million. AmeriCold Logistics is experiencing cash flow
deficits which management of AmeriCold Logistics is currently addressing through
sales of non-core assets and capital infusion by new investors.



                                       20
<PAGE>   21


                            LAND DEVELOPMENT SEGMENT

RECENT DEVELOPMENTS

Until December 2000, CDMC had an indirect economic interest in a real estate
company that specializes in the management of resort properties in Colorado,
Utah, South Carolina and Montana. That investment was transferred to CDMC II, a
newly formed entity having the same owners, board of directors and officers as
CDMC. In connection with that transfer, CDMC II assumed the indebtedness of CDMC
incurred in connection with that investment, all of which is owed to Crescent
Partnership. Effective March 30, 2001, CDMC II sold that investment - a
membership interests in East West Resorts, LLC ("EWR") - to a company affiliated
with the other owner of EWR, for cash and a secured promissory note. CDMC II
immediately transferred the cash and note to Transportal Investment Corp.
("TIC") in exchange for its assumption of all of its indebtedness and dissolved.
Crescent Operating owns 1%, and Crescent Partnership owns 99%, of TIC, which
owns an interest in Transportal.

FINANCIAL ACTIVITY

Net income for the Land Development Segment was $0.7 million for the three
months ended March 31, 2001. The Company's share of Desert Mountain
Development's net loss for the three months ended March 31, 2001 was less than
$0.1 million. The Company's share of net income from both The Woodlands Land
Company and WOCOI Investment Company for the three months ended March 31, 2001
was $0.1 million and $0.6 million, respectively. The Company's share of COPI
Colorado's net income for the three months ended March 31, 2001 was less than
$0.1 million.

The following table sets forth certain information as of March 31, 2001 relating
to the active projects of the residential development properties in which the
Company owns an interest.

<TABLE>
<CAPTION>
                                                                   Average
                                                                   Closed
                                         Total        Total        Sale
                                       Lots/Units    Lots/Units    Price
                             Total     Developed     Closed        Per            Range of Proposed
                           Lots/Units    Since        Since        Lot/Unit       Sale Prices Per
 Land Development           Planned    Inception     Inception        (1)              Lot (2)
 ----------------           -------    ---------     ---------     --------       -----------------


<S>                        <C>         <C>           <C>          <C>            <C>
 Desert Mountain........     2,665       2,331         2,147       $ 499,000(3)  $ 425,000 - 4,350,000 (3)
 The Woodlands..........    36,385      24,211        23,135       $  54,000       $14,400 - 1,035,000
 CDMC...................     2,732         639           572             N/A       $25,000 - 4,545,000
                           --------    ---------   ------------

 Total Land Development.    41,782      27,181        25,854
                           ========    =========   ============
</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 March 31, 2001 was $225,500.


                                       21
<PAGE>   22


                                      OTHER

RECENT DEVELOPMENTS

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 months ended March 31, 2001, the Company
recorded changes in the fair value of these warrants, as calculated using the
Black-Scholes pricing model, as investment income of $4.4 million in the
Company's statement of operations.

On May 1, 2001, Richard P. Knight resigned his position as Vice President and
Chief Financial Officer to pursue other interests.


                                       22
<PAGE>   23

                          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 March 31, 2001:


<TABLE>
<CAPTION>
                                                           EQUIPMENT                        TEMPERATURE
                                                             SALES                          CONTROLLED
                                                          AND LEASING      HOSPITALITY       LOGISTICS
                                                      -----------------  ----------------  -------------
<S>                                                   <C>                  <C>              <C>
Revenues..........................................    $      29,540        $     65,368     $       -

Operating expenses................................           30,820              65,307            17
                                                      -----------------  ----------------  -------------
Income (loss) from operations.....................           (1,280)                 61           (17)
                                                      -----------------  ----------------  -------------
Investment income (loss)..........................                -              (2,217)       (1,341)
                                                      -----------------  ----------------  -------------
Other (income) expense
  Interest expense................................            2,533                 242             -
  Interest income.................................               (5)                (26)            -
  Other...........................................               94                   -             -
                                                      -----------------  ----------------  -------------
Total other (income) expense......................            2,622                 216             -
                                                      -----------------  ----------------  -------------
Income (loss) before income taxes,
  minority interests and accounting change........           (3,902)             (2,372)       (1,358)
Income tax provision (benefit)....................           (1,501)               (949)         (543)
                                                      -----------------  ----------------  -------------
Income (loss) before minority interests and
  accounting change...............................           (2,401)             (1,423)         (815)
Minority interests................................                -               1,383             -
                                                      -----------------  ----------------  -------------
Income (loss) before accounting change............           (2,401)                (40)         (815)
Cumulative effect of change in
  accounting principle............................                -                   -             -

                                                      ------------------ ----------------  -------------
Net income (loss).................................    $      (2,401)        $       (40)     $   (815)
                                                      =================  ================  =============


Net income (loss) per share, basic and diluted....
                                                      $       (0.23)        $     (0.00)     $  (0.08)
                                                      =================  ================  =============

EBITDA Calculation: (1)
  Net income (loss)...............................    $      (2,401)        $       (40)     $   (815)
  Interest expense, net...........................            2,528                  17           276
  Income tax provision (benefit)..................           (1,501)                (27)         (543)
  Depreciation and amortization...................            4,697                 339           875
                                                      -----------------  ----------------  -------------
EBITDA............................................    $       3,323         $       289      $   (207)
                                                      =================  ================  =============

<CAPTION>
                                                          LAND
                                                       DEVELOPMENT      OTHER           TOTAL
                                                      -------------  -------------  --------------
<S>                                                    <C>            <C>            <C>
Revenues..........................................     $   68,531     $        -     $    163,439

Operating expenses................................         64,452            438          161,034
                                                      -------------  -------------  --------------
Income (loss) from operations.....................          4,079           (438)           2,405
                                                      -------------  -------------  --------------
Investment income (loss)..........................          4,263          4,421            5,126
                                                      -------------  -------------  --------------
Other (income) expense
  Interest expense................................          4,115          2,044            8,934
  Interest income.................................         (1,127)             6           (1,152)
  Other...........................................           (639)             -             (545)
                                                      -------------  -------------  --------------
Total other (income) expense......................          2,349          2,050            7,237
                                                      -------------  -------------  --------------
Income (loss) before income taxes,
  minority interests and accounting change........          5,993          1,933              294
Income tax provision (benefit)....................          1,805           (995)          (2,183)
                                                      -------------  -------------  --------------
Income (loss) before minority interests and
  accounting change...............................          4,188          2,928            2,477
Minority interests................................         (3,471)             -           (2,088)
                                                      -------------  -------------  --------------
Income (loss) before accounting change............            717          2,928              389
Cumulative effect of change in
  accounting principle............................              -         (9,509)          (9,509)

                                                      -------------  -------------  --------------
Net income (loss).................................     $      717     $   (6,581)    $     (9,120)
                                                      =============  =============  ==============


Net income (loss) per share, basic and diluted....
                                                       $     0.07     $    (0.64)    $      (0.88)
                                                      =============  =============  ==============

EBITDA Calculation: (1)
  Net income (loss)...............................     $      717     $   (6,581)    $     (9,120)
  Interest expense, net...........................            211          2,050            5,082
  Income tax provision (benefit)..................            494           (995)          (2,572)
  Depreciation and amortization...................            336            (17)           6,230
                                                      -------------  -------------  --------------
EBITDA............................................     $    1,758     $   (5,543)    $       (380)
                                                      =============  =============  ==============
</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



                                       23
<PAGE>   24


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001, COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2000

REVENUES

Total revenue decreased $4.2 million, or 2.5%, to $163.4 million for the three
months ended March 31, 2001, compared with $167.6 million for the three months
ended March 31, 2000. The decrease in total revenue is attributable to the
factors discussed in the following paragraphs.

Equipment Sales and Leasing Segment

Equipment sales and leasing revenue decreased $6.7 million, or 18.5%, to $29.5
million for the three months ended March 31, 2001, compared with $36.2 million
for the three months ended March 31, 2000. Significant components of the three
month decrease were:

-   a decrease of $7.3 million in new and used equipment sales in the first
    quarter of 2001 as compared to the corresponding period in 2000 primarily
    due to unusually high sales volumes in March 2000, the closing of its
    Franklin, Indiana location in January 2001 and the slowing economy, as well
    as adverse weather conditions in certain markets; and

-   a decrease in parts, service and supplies revenue of $1.0 million in the
    first quarter of 2001 as compared to the corresponding period in 2000
    primarily due to decreased demand for maintenance and repair work; partially
    offset by

-   an increase in rental revenue of $1.6 million in the first quarter of 2001
    as compared to the corresponding period in 2000 primarily due to increased
    rates and utilization of the rental fleet.


Hospitality Segment

Hospitality revenue decreased $6.8 million, or 9.4%, to $65.4 million for the
three months ended March 31, 2001, compared with $72.2 million for the three
months ended March 31, 2000. Significant components of the overall decrease
were:

-   no revenues at the Four Seasons Hotel in Houston in the first quarter of
    2001 due to the sale of the hotel on November 3, 2000 as compared to
    revenues of $10.2 million in the first quarter of 2000; partially offset by

-   increased revenues of $2.4 million from Canyon Ranch - Tucson, Canyon Ranch
    - Lenox, the Denver Marriott and the Hyatt Regency Beaver Creek due
    primarily to increased rates in the first quarter of 2001 as compared to the
    corresponding period in 2000; and

-   increased revenues of $0.8 million from the Hyatt Regency Albuquerque due
    primarily to increased occupancy in the first quarter of 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, increased $9.4 million, or 15.9%, to $68.5 million for the three
months ended March 31, 2001, compared with $59.1 million for the three months
ended March 31, 2000. Significant components of the overall increase were:

-   a $24.6 million increase in revenue from COPI Colorado in the first quarter
    of 2001 as compared to the corresponding period in 2000, primarily due to
    an increase in property management revenue due to acquisitions during the
    second quarter of 2000 and to an increase in real estate sales primarily
    due to the sale of condominiums and townhomes at projects which were under
    construction during the first quarter of 2000; partially offset by



                                       24
<PAGE>   25

-   a $15.2 million decrease in revenue from Desert Mountain Development in the
    first quarter of 2001 as compared to the corresponding period in 2000 due to
    a fewer number of lots and homes being sold.

OPERATING EXPENSES

Total operating expenses increased $1.4 million, or 0.9%, to $161.0 million for
the three months ended March 31, 2001, compared with $159.6 million for the
three months ended March 31, 2000. The increase in total operating expenses is
attributable to the factors discussed in the following paragraphs.

Equipment Sales and Leasing Segment

Equipment sales and leasing expenses decreased $5.0 million, or 14.0%, to $30.8
million for the three months ended March 31, 2001, compared with $35.8 million
for the three months ended March 31, 2000. Significant components of the three
month decrease were:

-   a $6.1 million decrease in new and used equipment expenses in the first
    quarter of 2001 as compared to the corresponding period in 2000 as a result
    of a decrease in new and used equipment sales for the same period; partially
    offset by

-   a $1.9 million increase in rental expenses in the first quarter of 2001 as
    compared to the corresponding period in 2000 primarily due to an increase in
    rental inventory resulting in increased depreciation expense as well as
    increased maintenance costs on the rental fleet during the winter season.


Hospitality Segment

Hospitality expenses decreased $4.7 million, or 6.7%, to $65.3 million for the
three months ended March 31, 2001, compared with $70.0 million for the three
months ended March 31, 2000. Significant components of the overall decrease
were:

-   no rent or expenses associated with the Four Seasons Hotel in Houston in the
    first quarter of 2001 due to the sale of the hotel on November 3, 2000 as
    compared to rent and expenses of $9.0 million in the first quarter of 2000;
    partially offset by

-   additional rent and expenses in the amount of $3.1 million consistent with
    increased revenues generated by certain of the Hospitality Properties as a
    result of increased rates and occupancy during the first quarter of 2001 as
    compared to the corresponding period in 2000; and

-   additional rent in the amount of $0.7 million for the first quarter of 2001
    as compared to the corresponding period in 2000 due to increased base rent
    as a result of capital expenditures made at certain of the hotels.


Land Development Segment

Land development expenses, which primarily represent operating costs incurred by
Desert Mountain Development and COPI Colorado prior to the elimination of the
minority interests, increased $11.7 million, or 22.2%, to $64.5 million for the
three months ended March 31, 2001, compared with $52.8 million for the three
months ended March 31, 2000. Significant components of the three month increase
were:

-   a $25.7 million increase in expenses incurred by COPI Colorado during the
    first quarter of 2001 as compared to the corresponding period in 2000,
    primarily due to higher costs corresponding with the increase in property
    management and real estate revenues and to higher marketing and overhead
    expenses due to acquisitions; partially offset by



                                       25
<PAGE>   26

-   a $14.0 million decrease in expenses incurred by Desert Mountain Development
    in the first quarter of 2001 as compared to the corresponding period in 2000
    primarily due to lower costs associated with decreased home and lot sales.

Corporate General and Administrative Expenses

Corporate general and administrative expenses totaled $0.5 million for the three
months ended March 31, 2001, as compared to $1.0 million for the three months
ended March 31, 2000. These expenses consisted of general corporate overhead
costs, such as legal and accounting costs, insurance costs and corporate
salaries. The decrease compared to the same period in 2000 is primarily
attributable to transaction costs of approximately $0.3 million incurred by the
Company in the first quarter 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 $0.4 million or 7.3%, to $5.1 million for the three
months ended March 31, 2001, compared with $5.5 million for the three months
ended March 31, 2000. Significant components of the overall decrease were:

-   a decrease in equity in income of Landevco in the amount of $2.4 million
    primarily due to a decrease in commercial land sales; and

-   equity in loss of CRL in the amount of $2.2 million; partially offset by

-   investment income in the amount of $4.4 million realized from the increase
    in the fair value of the Company's Magellan warrants which is recorded in
    the statement of operations effective January 1, 2001 as required under SFAS
    No. 133, Accounting for Derivative Instruments and Hedging Activities.

OTHER (INCOME) EXPENSE

Other (income) expense of $7.2 million remained unchanged for the first quarter
of 2001 as compared to the corresponding period in 2000.

INCOME TAX PROVISION (BENEFIT)

Income tax benefit of $2.2 million for the three months ended March 31, 2001
represents a change of $3.7 million from the three months ended March 31, 2000.
Income tax benefit consisted of a $1.5 million tax benefit for the Equipment
Sales and Leasing segment, a $0.9 million tax benefit for the Hospitality
segment, a $1.0 million tax benefit at the corporate level, a $0.5 million tax
benefit for the Temperature Controlled Logistics segment, partially offset by a
$1.8 tax provision for the Land Development segment.

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

MINORITY INTERESTS

Minority interests decreased $4.6 million, or 68.7%, to $2.1 million for the
three months ended March 31, 2001, compared to $6.7 million for the three months
ended March 31, 2000. Minority interests consist of the non-voting interests in
the Land Development segment and in CRL Investments.


                                       26
<PAGE>   27


CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

Cumulative effect of change in accounting principle increased $9.5 million, or
100%, for the first quarter of 2001 as compared to the corresponding period in
2000. The change from the prior year quarter 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

The Company's management is currently actively pursuing a strategic
restructuring of the Company in an effort to alleviate the Company's liquidity
issues. If a successful restructuring of Crescent Operating is not completed
and/or significant new equity is not obtained, it is likely that the Company
would be unable to meet its financial obligations in a timely manner.
Recognizing that cash flow from its assets would not provide the Company with
adequate capital to meet its requirements during 2000, the Company, during the
first quarter of 2000, extended certain payment obligations by reaching
agreements with Crescent Equities to defer until February 2001 payments on
certain of Crescent Operating's obligations to Crescent Equities otherwise
scheduled to be made in 2000. In the first quarter 2001, the Company further
extended payment of these obligations until April 20, 2001 and in the second
quarter, the Company further extended payment of these obligations until May 23,
2001. Interest payments and rent payments accrued but deferred as of March 31,
2001 totaled approximately $6.9 million and $17.3 million, respectively. If a
restructuring of the Company as now contemplated by the Company's management
and/or a significant infusion of equity is successfully completed, the Company
believes that it will be able to meet its capital requirements during 2001. If a
successful restructuring is not completed and/or significant new equity is not
obtained, the Company will not have adequate capital to meet its needs. Based on
the above, the Company's auditors report included on the financial statements
included in its 2000 Annual Report on Form 10-K expressed substantial doubt
about the Company's ability to continue to operate as a going concern.

CASH FLOWS

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

Cash and cash equivalents were $45.1 million and $62.1 million at March 31, 2001
and December 31, 2000, respectively. The 27.4% decrease is attributable to $28.8
and $18.3 million of cash used in operating and investing activities,
respectively, partially offset by $30.2 million of cash provided by financing
activities.

OPERATING ACTIVITIES

Net cash flows used in operating activities for the three months ended March 31,
2001 were $28.8 million compared with net cash used in operating activities of
$2.0 million for the three months ended March 31, 2000. The Company's outflow of
cash used in operating activities of $28.8 million was primarily attributable to
a net loss of $9.1 million, adjusted for:

-   an increase in deferred taxes of $6.5 million;
-   change in fair value of Megellan warrants of $4.4 million;
-   cumulative effect of change in accounting principle of $9.5 million; and
-   non-cash depreciation and amortization of $9.0 million.

In addition, the Company had outflows from:

-   an increase in real estate of $42.6 million; and
-   decrease in accounts payable and accrued expenses of $15.0 million.



                                       27
<PAGE>   28

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

-   increase in accounts payable and accrued expenses - CEI of $13.9 million;
-   increase in accounts receivable of $9.3 million; and
-   increase in deferred revenue of $6.4 million.

INVESTING ACTIVITIES

Net cash flows used in investing activities for the three months ended March 31,
2001 were $18.3 million compared with net cash provided by investing activities
of $1.2 million for the three months ended March 31, 2000. The Company's outflow
of cash used in investing activities of $18.3 million was primarily attributable
to outflows from:

-   disposition of business interest by controlled subsidiary, net of cash
    transferred of $17.7 million; and
-   purchases of property and equipment of $8.6 million.

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

-   distributions from investments of controlled subsidiaries of $6.3 million;
    and

-   proceeds from the sale of property and equipment of $3.3 million.


FINANCING ACTIVITIES

Net cash flows provided by financing activities for the three months ended March
31, 2001 were $30.2 million compared with net cash used in financing activities
of $1.3 million for the three months ended March 31, 2000. The Company's inflow
of cash provided by financing activities of $30.2 million was primarily
attributable to inflow from:

-   proceeds of long-term debt of $69.0 million; and
-   capital contributions attributable to minority interests of $4.4
    million.

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

-   payments of long-term debt of $39.6 million; and
-   distributions to minority interests of $3.2 million.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                           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



                                       28
<PAGE>   29

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. The Company
anticipates that other similar lawsuits may be filed due to the closing of the
CBHS facilities or that COPI may be named in existing lawsuits against CBHS.
With respect to the pending suits and possible future claims against Crescent
Operating based on the closure by CBHS of facilities in 1999 and 2000, the
Company believes that such actions are without basis under the WARN Act and
should be dismissed; however, no assurance can be given that Crescent Operating
will prevail.

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. In February 2001, the Company filed a lawsuit seeking a
declaratory judgment to assist in resolution of the Company's dispute with Mr.
Haddock.

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

Not Applicable

ITEM 5. OTHER INFORMATION



                                       29
<PAGE>   30



Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

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

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

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

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

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

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

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

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

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

  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>


                                       30
<PAGE>   31
<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>


                                       31
<PAGE>   32
<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>


                                       32
<PAGE>   33
<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>


                                       33
<PAGE>   34
<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>


                                       34
<PAGE>   35
<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>


                                       35
<PAGE>   36
<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>


                                       36
<PAGE>   37
<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>


                                       37
<PAGE>   38
<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>


                                       38
<PAGE>   39
<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>


                                       39
<PAGE>   40
<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>


                                       40
<PAGE>   41
<TABLE>
<S>               <C>
  10.118          Severance Agreement dated February 5, 2001, between Richard P.
                  Knight and Crescent Operating, Inc. and Crescent Machinery
                  Company (filed herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)
</TABLE>


                                       41
<PAGE>   42
<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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)
</TABLE>

(b)     Reports on Form 8-K

        Not Applicable


                                       42
<PAGE>   43


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 15th day of May, 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)


                                       43
<PAGE>   44
                               INDEX TO EXHIBITS

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

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

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

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

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

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

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

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

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

  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>   45
<TABLE>
<S>               <C>
  10.10           Security Agreement dated September 22, 1997 between COI Hotel
                  Group, Inc., as debtor, and Crescent Real Estate Equities
                  Limited Partnership, as lender, together with related $1
                  million promissory note (filed as Exhibit 10.10 to September
                  30, 1997 Form 10-Q and incorporated by reference herein)

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

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

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

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

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

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

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

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

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

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

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



<PAGE>   46
<TABLE>
<S>               <C>
  10.22           Amended and Restated Lease Agreement, dated June 30, 1995
                  between Crescent Real Estate Equities Limited Partnership and
                  RoseStar Management LLC, relating to the Denver Marriott City
                  Center (filed as Exhibit 10.17 to the Annual Report on Form
                  10-K of Crescent Real Estate Equities Company for the Fiscal
                  Year Ended December 31, 1995 (the "1995 CEI 10-K") and
                  incorporated by reference herein)

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

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

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

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

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

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

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

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

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

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

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

<PAGE>   47
<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>   48
<TABLE>
<S>               <C>
  10.46           Agreement of Limited Partnership of COPI Colorado, L.P. (filed
                  as Exhibit 10.1 to that Schedule 13D Statement dated September
                  28, 1998, filed by COPI Colorado, L.P., Crescent Operating,
                  Inc., Gerald W. Haddock, John C. Goff and Harry H. Frampton,
                  III, and incorporated by reference herein)

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

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

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


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

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

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

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

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

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

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

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


<PAGE>   49
<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>   50
<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>   51
<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>   52
<TABLE>
<S>               <C>
  10.92           Taxable REIT Subsidiary Election Agreement dated December 17,
                  1999, among Crescent Real Estate Equities Company, Crescent
                  Real Estate Equities Limited Partnership, Crescent Operating,
                  Inc. and Crescent Development Management Corp. (filed as
                  Exhibit 10.92 to December 31, 1999 Form 10-K and incorporated
                  by reference herein)

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

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

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

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

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

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

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

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

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

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


<PAGE>   53
<TABLE>
<S>               <C>
  10.103          First Amendment to Amended and Restated Credit Agreement dated
                  as of December 20, 1999, between Crescent Real Estate Equities
                  Limited Partnership and Crescent Development Management Corp.
                  with related Line of Credit Note and letter amendment to
                  related security agreement (filed as Exhibit 10.103 to
                  December 31, 1999 Form 10-K and incorporated by reference
                  herein)

  10.104          $5,600,000 Promissory Note dated February 28, 2000, made by
                  East West Resorts, LLC payable to Crescent Real Estate
                  Equities Limited Partnership (filed as Exhibit 10.104 to the
                  Company's March 31, 2000 Form 10-Q ("March 31, 2000 Form
                  10-Q") and incorporated by reference herein)

  10.105          Mutual Termination of Asset Management Agreement for Omni
                  Austin Hotel, Austin, Texas, effective January 31, 2000,
                  between Crescent Real Estate Equities Limited Partnership and
                  COI Hotel Group, Inc. (filed as Exhibit 10.105 to March 31,
                  2000 Form 10-Q and incorporated by reference herein)

  10.106          Master Asset Management and Administrative Services Agreement
                  dated February 1, 2000, by and among Sonoma Management Corp.
                  I, Crescent Operating, Inc. and each of its subsidiaries
                  identified therein (filed as Exhibit 10.106 to March 31, 2000
                  Form 10-Q and incorporated by reference herein)

  10.107          Management Agreement effective February 1, 2000, between
                  Sonoma Management Corp. I, as Manager, and Crescent Real
                  Estate Funding VIII, L.P., as Owner and assignor to the
                  Company, relating to Ventana Inn & Spa (filed as Exhibit
                  10.107 to March 31, 2000 Form 10-Q and incorporated by
                  reference herein)

  10.108          Management Agreement effective February 1, 2000, between
                  Sonoma Management Corp. I, as Manager, and Crescent Real
                  Estate Funding VIII, L.P., as Owner and assignor to the
                  Company, relating to Sonoma Mission Inn Golf and Country Club
                  (filed as Exhibit 10.108 to March 31, 2000 Form 10-Q and
                  incorporated by reference herein)

  10.109          Management Agreement effective February 1, 2000, between
                  Sonoma Management Corp. I, as Manager, and Crescent Real
                  Estate funding VIII, L.P., as Owner and assignor to the
                  Company, relating to Sonoma Mission Inn and Spa (filed as
                  Exhibit 10.109 to March 31, 2000 Form 10-Q and incorporated by
                  reference herein)

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

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

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

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

<PAGE>   54
<TABLE>
<S>               <C>
  10.114          Fourth Amendment to Line of Credit Credit and Security
                  Agreement effective February 1, 2000, between Crescent Real
                  Estate Equities Limited Partnership and Crescent Operating,
                  Inc. relating to Line of Credit Credit and Security Agreement
                  effective May 21, 1997 (filed as Exhibit 10.114 to September
                  30, 2000 Form 10-Q and incorporated by reference herein)

  10.115          Credit Agreement dated September 21, 2000, between Crescent
                  Development Management Corp., as borrower, and Crescent Real
                  Estate Equities Limited Partnership, as lender, and related
                  Line of Credit Note and Security Agreement (filed as Exhibit
                  10.115 to December 31, 2000 Form 10-K and incorporated by
                  reference herein)

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

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


<PAGE>   55
<TABLE>
<S>               <C>
  10.118          Severance Agreement dated February 5, 2001, between Richard P.
                  Knight and Crescent Operating, Inc. and Crescent Machinery
                  Company (filed herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)
</TABLE>


<PAGE>   56
<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 herewith)

  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 herewith)

  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 herewith)

  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 herewith)
</TABLE>