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                                                                   EXHIBIT 10.43

                               FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                          CREDIT AND SECURITY AGREEMENT


         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT (this "Amendment") is made and entered into effective as of August 11,
1998 between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware
limited partnership (the "Lender"), and CRESCENT OPERATING, INC., a Delaware
corporation (the "Borrower").

                                R E C I T A L S:

         A. The parties executed that certain Amended and Restated Credit and
Security Agreement dated as of May 21, 1997 (the "Original Agreement"). All
capitalized terms not otherwise defined in this Amendment will have the same
meaning as described in the Original Agreement.

         B. The parties desire to amend the Original Agreement to reflect an
increase in the maximum aggregate principal amount of the Line of Credit Note to
$30,400,000 and to modify certain of the terms and provisions thereof.

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

         1. Section 1.1. The definitions of "Line of Credit Credit Agreement"
and "Line of Credit Note" in Section 1.1 of the Original Agreement are hereby
amended in their entirety to read as follows:

                  "Line of Credit Credit Agreement" means the Line of Credit
         Credit and Security Agreement dated as of May 21, 1997 between the
         Borrower and the Lender, as amended by the First Amendment to Line of
         Credit Credit and Security Agreement dated as of August 11, 1998,
         relating to the loan evidenced by the Line of Credit Note, as such
         agreement may be further amended, supplemented or otherwise modified
         from time to time.

                  "Line of Credit Note" means the Amended and Restated Line of
         Credit Note from the Borrower to the Lender dated August 11, 1998 in
         the maximum principal amount of Thirty Million Four Hundred Thousand
         Dollars ($30,400,000), evidencing the obligation of the Borrower to
         repay the loan under the Line of Credit Credit Agreement, as modified,
         supplemented and amended from time to time, and any note or notes
         issued in substitution or replacement therefor or in addition thereto.

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


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

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

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

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

                           CRESCENT OPERATING, INC.



                           By:
                                    ------------------------------------------
                                    Name: Jeffrey L. Stevens
                                    Title: Chief Financial Officer


                           CRESCENT REAL ESTATE EQUITIES LIMITED 
                           PARTNERSHIP

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

                                    By:
                                             ---------------------------------
                                             Name: Bruce A. Picker
                                             Title: Vice President, Treasurer


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