<PAGE>


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


                                    FORM 10-Q


[X]      QUARTERLY Report Pursuant To Section 13 Or 15(d) Of The Securities
         Exchange Act Of 1934

         For the quarterly period ended June 30, 2002

                                       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, $0.01 par value, outstanding as of August 14,
2002: 10,828,497

<PAGE>




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


<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>           <C>                                                                                            <C>
                         PART I - FINANCIAL INFORMATION


Item 1.       Financial Statements:

              Consolidated Balance Sheets (Unaudited)..........................................................3

              Consolidated Statements of Operations (Unaudited)................................................4

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

              Consolidated Statements of Cash Flows (Unaudited)................................................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......................................29


                          PART II - OTHER INFORMATION


Item 1.       Legal Proceedings...............................................................................29

Item 2.       Change in Securities and Use of Proceeds........................................................30

Item 3.       Defaults Upon Senior Securities.................................................................30

Item 4.       Submission of Matters to a Vote of Security Holders.............................................31

Item 5.       Other Information...............................................................................31

Item 6.       Exhibits and Reports on Form 8-K................................................................31
</Table>

<PAGE>



                            CRESCENT OPERATING, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)

<Table>
<Caption>
                                                                             June 30, 2002      December 31, 2001
                                                                             -------------      -----------------
                                                                              (unaudited)         (See Note 1)
<S>                                                                          <C>                <C>
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents ............................................     $       6,025      $             492
  Accounts receivable, net .............................................             8,936                 14,581
  Inventories ..........................................................             9,733                 18,965
  Notes receivable .....................................................                55                     58
  Prepaid expenses and other current assets ............................             1,320                  1,875
  Current assets to be transferred pursuant to Settlement Agreement ....                --                 94,161
                                                                             -------------      -----------------
     Total current assets ..............................................            26,069                130,132
                                                                             -------------      -----------------

PROPERTY AND EQUIPMENT, NET ............................................            46,060                 70,094

INVESTMENTS ............................................................                --                  4,833

OTHER ASSETS
  Deferred tax assets ..................................................             7,999                 24,715
  Other assets .........................................................               494                    636
  Long-term assets to be transferred pursuant to Settlement Agreement ..                --                714,994
                                                                             -------------      -----------------
     Total other assets ................................................             8,493                740,345
                                                                             -------------      -----------------
TOTAL ASSETS ...........................................................     $      80,622      $         945,404
                                                                             =============      =================

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES NOT SUBJECT TO COMPROMISE

CURRENT LIABILITIES
  Accounts payable and accrued expenses ................................     $       4,230      $          15,525
  Accounts payable and accrued expenses - CEI ..........................            32,648                 48,875
  Current portion of long-term debt - CEI ..............................            34,645                 69,041
  Current portion of long-term debt ....................................            15,000                101,870
  Deferred revenue .....................................................                --                    641
  Current liabilities to be transferred pursuant to Settlement Agreement                --                553,805
                                                                             -------------      -----------------
     Total current liabilities .........................................            86,253                789,757

LONG-TERM DEBT, NET OF CURRENT PORTION .................................                --                    790

LONG-TERM LIABILITIES TO BE LIQUIDATED PURSUANT TO SETTLEMENT AGREEMENT                 --                 89,356

LIABILITIES SUBJECT TO COMPROMISE ......................................            70,557                     --
                                                                             -------------      -----------------
     Total liabilities .................................................           157,080                879,903

MINORITY INTERESTS TO BE TRANSFERRED PURSUANT TO SETTLEMENT AGREEMENT ..                --                158,889

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
Preferred stock, $.01 par value, 10,000 shares authorized,
        no shares issued or outstanding ................................                --                     --
Common stock, $.01 par value, 22,500 shares authorized,
      11,490 shares issued .............................................               115                    115
Additional paid-in capital .............................................            17,781                 17,781
Accumulated other comprehensive loss ...................................                --                 (1,436)
Accumulated deficit ....................................................           (91,770)              (105,542)
Treasury stock at cost, 662 and 1,103 shares, respectively .............            (2,584)                (4,306)
                                                                             -------------      -----------------
     Total shareholders' deficit .......................................           (76,458)               (93,388)
                                                                             -------------      -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT ............................     $      80,622      $         945,404
                                                                             =============      =================
</Table>


        See accompanying notes to the consolidated financial statements.


                                       3


<PAGE>

                            CRESCENT OPERATING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            (Amounts in thousands, except per share data, unaudited)



<Table>
<Caption>
                                                           For the              For the             For the           For the
                                                      Three Months Ended   Three Months Ended   Six Months Ended  Six Months Ended
                                                         June 30, 2002       June 30, 2001       June 30, 2002     June 30, 2001
                                                      ------------------   ------------------   ----------------  ----------------
                                                                              (See Note 1)                         (See Note 1)
<S>                                                    <C>                 <C>                  <C>               <C>
REVENUES
   Equipment sales & leasing                           $          8,717     $         15,350     $      18,235     $      32,412
                                                       ----------------     ----------------     -------------     -------------
      Total revenues                                              8,717               15,350            18,235            32,412
                                                       ----------------     ----------------     -------------     -------------
OPERATING EXPENSES
   Equipment sales & leasing                                     10,167               15,454            20,716            32,648
   Corporate general and administrative                             981                  503             2,226               958
   Impairment of assets                                              --               11,850                34            11,850
                                                       ----------------     ----------------     -------------     -------------
      Total operating expenses                                   11,148               27,807            22,976            45,456
                                                       ----------------     ----------------     -------------     -------------
LOSS FROM OPERATIONS                                             (2,431)             (12,457)           (4,741)          (13,044)

INVESTMENT (LOSS) INCOME                                         (3,581)               3,393            (4,127)            7,814

EQUITY IN LOSS OF
   UNCONSOLIDATED SUBSIDIARIES                                   (1,436)              (3,076)           (2,142)           (4,417)

OTHER EXPENSE (INCOME)
   Interest expense                                               1,574                2,087             3,550             5,586
   Interest income                                                   (3)                  13                (7)               16
   Other                                                           (205)                 192               174               276
                                                       ----------------     ----------------     -------------     -------------
      Total other expense                                         1,366                2,292             3,717             5,878
                                                       ----------------     ----------------     -------------     -------------
LOSS FROM OPERATIONS BEFORE REORGANIZATION COSTS                 (8,814)             (14,432)          (14,727)          (15,525)

REORGANIZATION ITEMS
    Professional fees                                               429                   --             1,144                --
                                                       ----------------     ----------------     -------------     -------------
LOSS FROM OPERATIONS AFTER REORGANIZATION COSTS,
    BEFORE INCOME TAXES                                          (9,243)             (14,432)          (15,871)          (15,525)

INCOME TAX BENEFIT                                                 (645)              (1,076)           (2,003)           (3,218)
                                                       ----------------     ----------------     -------------     -------------
LOSS FROM CONTINUING OPERATIONS                                  (8,598)             (13,356)          (13,868)          (12,307)

DISCONTINUED OPERATIONS (NOTE 3)
   (LOSS) INCOME FROM OPERATIONS OF DISCONTINUED
   HOSPITALITY  AND LAND DEVELOPMENT SEGMENTS
   (LESS APPLICABLE INCOME TAX EXPENSE OF $(5),
   $6,785, $2,502 AND $7,641 AND MINORITY
   INTERESTS OF $0, $3,806, $1,897 AND $5,894)                      (7)              (2,927)            3,272            (2,251)

LOSS FROM OPERATIONS OF DISCONTINUED EQUIPMENT
   SALES AND LEASING BRANCHES (LESS APPLICABLE
   INCOME TAX BENEFIT OF $0, $625, $0, $1,522)                     (857)               (939)            (2,445)          (2,275)

GAIN ON DISPOSAL OF HOSPITALITY AND LAND
   DEVELOPMENT SEGMENTS (LESS APPLICABLE
   INCOME TAX EXPENSE OF $347 and $17,876)                          520                   --            26,813                --
                                                       ----------------     ----------------     -------------     -------------
      (LOSS) INCOME FROM DISCONTINUED OPERATIONS                   (344)              (3,866)           27,640            (4,526)

(LOSS) INCOME BEFORE ACCOUNTING CHANGE                           (8,942)             (17,222)           13,772           (16,833)

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                  --                   --                --            (9,509)
                                                       ----------------     ----------------     -------------     -------------
NET (LOSS) INCOME                                      $         (8,942)     $       (17,222)    $      13,772     $     (26,342)
                                                       ================     ================     =============     =============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

   Loss before discontinued operations and
      accounting change                                $          (0.79)    $          (1.29)    $       (1.28)    $       (1.19)
   Discontinued operations                                        (0.03)               (0.38)             2.55             (0.44)
   Change in accounting principle                                    --                   --                --             (0.92)
                                                       ----------------     ----------------     -------------     -------------
   Net (loss) earnings per share                       $          (0.82)    $          (1.67)    $        1.27     $       (2.55)
                                                       ================     ================     =============     =============
</Table>


        See accompanying notes to the consolidated financial statements.



                                        4

<PAGE>



                            CRESCENT OPERATING, INC.
           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
                        (Amounts in thousands, unaudited)


<Table>
<Caption>
                                                                                            Accumulated
                                  Common stock         Treasury stock                         other
                               -------------------  --------------------     Additional    comprehensive  Accumulated
                                Shares     Amount    Shares      Amount   paid-in capital  income (loss)    deficit        Total
                               --------   --------  --------    --------  ---------------  ------------   ------------   --------
<S>                            <C>        <C>       <C>         <C>         <C>            <C>            <C>            <C>
BALANCE AT DECEMBER 31, 2001     11,490   $    115    (1,103)   $ (4,306)   $     17,781   $     (1,436)  $   (105,542)  $(93,388)
                               --------   --------  --------    --------    ------------   ------------   ------------   --------
Comprehensive income (loss):
     Net income                      --         --        --          --              --             --         13,772     13,772
Realized losses of
  comprehensive income               --         --        --          --              --          1,436             --      1,436
                                                                                                                         --------
Comprehensive income (loss)                                                                                                15,208
Issuance of treasury stock           --         --       441       1,722              --             --             --      1,722
                               --------   --------  --------    --------    ------------   ------------   ------------   --------
BALANCE AT JUNE 30, 2002         11,490   $    115      (662)   $ (2,584)   $     17,781   $         --   $    (91,770)  $(76,458)
                               ========   ========  ========    ========    ============   ============   ============   ========
</Table>





        See accompanying notes to the consolidated financial statements.



                                       5
<PAGE>

                            CRESCENT OPERATING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Amounts in thousands, unaudited)



<Table>
<Caption>
                                                                                For the           For the
                                                                           Six Months Ended   Six Months Ended
                                                                            June 30, 2002      June 30, 2001
                                                                           ----------------   ----------------
                                                                                                (See Note 1)
<S>                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                        $      13,772     $     (26,342)
   Adjustments to reconcile net income (loss)
     to net cash provided by (used in) operating activities:
       Depreciation                                                                 6,347             9,431
       Amortization                                                                    --               251
       Provision for deferred income taxes                                         17,861            (7,466)
       Equity in loss of unconsolidated subsidiaries                                2,142             4,417
       Investment loss (income) of Magellan warrants                                4,127            (7,814)
       Impairment of assets                                                            38            11,850
       Cumulative effect of change in accounting principle                             --             9,509
       Minority interests                                                           1,897             5,894
       Gain on sale of property and equipment                                          --              (897)
       Gain on discontinued operations                                            (44,689)               --
       Deferred Compensation                                                           --               177
       Net current assets (liabilities) of discontinued operations                 (4,217)         (119,014)
       Changes in assets and liabilities, net of effects from transfers:
           Accounts receivable                                                      5,309             7,166
           Inventories                                                               (236)            5,826
           Prepaid expenses and current assets                                       (513)           (1,892)
           Other assets                                                               729               133
           Accounts payable and accrued expenses                                      288            (1,014)
           Accounts payable and accrued expenses - CEI                              2,281             2,248
           Deferred revenue, current and noncurrent                                  (205)              (49)
           Other liabilities                                                           --              (108)
                                                                            -------------     -------------
                Net cash provided by (used in) operating activities                 4,931          (107,694)
                                                                            -------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Disposition of business interests, net of cash surrendered                      (15,793)               --
  Purchases of property and equipment                                                  (3)          (13,135)
  Proceeds from sale of property and equipment                                      3,430             6,589
  Net investing activities of discontinued operations                                 (80)           (7,593)
                                                                            -------------     -------------
                Net cash used in investing activities                             (12,446)          (14,139)
                                                                            -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of long-term debt                                                           --            22,772
  Payments on long-term debt                                                       (2,934)          (43,538)
  Proceeds of long-term debt - CEI                                                  2,698                --
  Net financing activities of discontinued operations                                 (87)          117,669
                                                                            -------------     -------------
                Net cash (used in) provided by financing activities                  (323)           96,903
                                                                            -------------     -------------


NET DECREASE  IN CASH AND CASH EQUIVALENTS                                         (7,838)          (24,930)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                                              13,863            62,078
                                                                            -------------     -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                    $       6,025     $      37,148
                                                                            =============     =============
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING
AND FINANCING ACTIVITIES
  Reduction in notes payable for property and equipment returned
    to vendors                                                              $      23,951     $          --
                                                                            =============     =============
</Table>



        See accompanying notes to the consolidated financial statements.



                                       6
<PAGE>



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


1. ORGANIZATION AND BASIS OF PRESENTATION:

Crescent Operating, Inc. was formed on April 1, 1997 by Crescent Real Estate
Equities Company ("CEI", "Crescent Real Estate" 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 the "Company") is a
diversified management company that, through various subsidiaries and affiliates
(collectively with Crescent Operating), operates primarily in two business
segments: Equipment Sales and Leasing and Temperature Controlled Logistics.
Prior to February 14, 2002 the Company operated two other business segments:
Hospitality, and Land Development. Crescent Operating's segments either do or
have done business throughout the United States.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
(GAAP) 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 GAAP for complete financial statements.
These financial statements should be read in conjunction with the audited
consolidated financial statements and related footnotes of the Company for the
fiscal year ended December 31, 2001 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
consolidated financial statements included in its 2001 Annual Report on Form
10-K included an auditors report which expressed substantial doubt about the
Company's ability to continue to operate as a going concern. 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 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 (see Note
2):

         o        Subsidiaries which are wholly owned and consolidated:

                  o        Crescent Machinery Company ("Crescent Machinery") (in
                           bankruptcy);

                  o        Rosestar Management LLC ("Rosestar") through February
                           14, 2002; and

                  o        COI Hotel Group, Inc. ("COI Hotel") through February
                           14, 2002.

         o        Subsidiaries which are not wholly owned but the Company
                  controlled through February 14, 2002 and therefore
                  consolidated ("Controlled Subsidiaries"):

                  o        A 5% economic interest, representing 100% of the
                           voting common stock, in:

                           -        The Woodlands Land Company, Inc. ("LandCo")
                                    which has a 52.5% general partner interest
                                    (49.5% through November 2001) in The
                                    Woodlands Land Development Company, L.P.
                                    ("Landevco");

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

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


                                       7
<PAGE>



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

         o        Subsidiaries which the Company reports on the equity method of
                  accounting:

                  o        A 52.5% interest in The Woodlands Operating Company,
                           L.P. ("Woodlands Operating" or "TWOC") which is
                           controlled by a four member committee of which the
                           Company controls two positions, through March 22,
                           2002;

                  o        A 40% interest in Vornado Crescent Logistics
                           Operating Partnership ("AmeriCold Logistics")

The December 31, 2001 and June 30, 2001 financial statements have been restated
to show discontinued operations pursuant to the Settlement Agreement.

2. RECENT DEVELOPMENTS:


SETTLEMENT AGREEMENT

On February 14, 2002, Crescent Operating entered into a Settlement Agreement
with Crescent Real Estate. The Settlement Agreement also provided the basis for
Crescent Operating to file a prepackaged bankruptcy plan that the Company
believes will provide for a limited recovery to its stockholders. Pursuant to
the Settlement Agreement, Crescent Operating has transferred the following
assets to Crescent Real Estate:

         o        all of its hotel operations, in lieu of foreclosure, on
                  February 14, 2002 in exchange for a $23.6 million reduction in
                  its rent obligations to Crescent Real Estate;

         o        all of its land development interests, through a strict
                  foreclosure, on February 14, 2002, and March 22, 2002, in
                  exchange for a $40.1 million reduction of its debt obligations
                  to Crescent Real Estate.

In addition, the Settlement Agreement provides as follows;

         o        Crescent Real Estate will make sufficient funds available to
                  Crescent Operating to pay all of Crescent Operating's
                  creditors, other than Crescent Real Estate, in full and to
                  cover the expenses of implementing the Settlement Agreement
                  and seeking to confirm the bankruptcy plan. To facilitate
                  repayment of $15.0 million, plus interest, owed to Bank of
                  America, Crescent Real Estate has allowed Crescent Operating
                  to secure the Bank of America debt with a pledge of Crescent
                  Operating's interest in AmeriCold Logistics, LLC. The
                  bankruptcy plan contemplates that the AmeriCold Logistics
                  interest will be purchased by a Crescent Real Estate affiliate
                  for a sufficient amount to repay the Bank of America debt

         o        If Crescent Operating's stockholders approve the bankruptcy
                  plan at a special meeting of stockholders called for that
                  purpose, Crescent Real Estate will issue common shares of
                  Crescent Equities to the Crescent Operating stockholders
                  pursuant to the formula contained in the bankruptcy plan. If
                  the stockholders of Crescent Operating do NOT accept the
                  bankruptcy plan, they will not receive a distribution of
                  common shares of Crescent Real Estate. If the total amount of
                  claims and expenses paid by Crescent Real Estate in connection
                  with the Crescent Operating bankruptcy and reorganization
                  transactions equals or exceeds $16.0 million, the stockholders
                  of Crescent Operating will receive no common shares of
                  Crescent Real Estate and will not be entitled to reconsider
                  their approval of the bankruptcy plan. Crescent Operating
                  stockholders receiving Crescent Real Estate shares will be
                  deemed to have released all claims they may have against
                  Crescent Operating and Crescent Real Estate and those acting
                  on their behalf that arose before the effective date of the
                  plan. If the Crescent Operating stockholders do not approve
                  the Crescent Operating bankruptcy plan, Crescent Operating
                  will still seek to have that bankruptcy plan confirmed by the
                  bankruptcy court. If the bankruptcy court confirms the plan,
                  Crescent Operating stockholders will not receive common shares
                  of Crescent Equities and will still cease to be stockholders
                  of Crescent Operating on the date the plan becomes effective.

         o        Crescent Operating will cancel all outstanding shares of its
                  common stock.

         o        Pursuant to both the Settlement Agreement and the bankruptcy
                  plan, Crescent Operating will transfer the remaining assets of
                  Crescent Operating a the direction of Crescent Real Estate.

ADDITIONAL RECENT DEVELOPMENTS

Effective December 31, 2001, the Company, in connection with extending the
maturity of its $15.0 million loan from Bank of America from December 31, 2001
to August 15, 2002, agreed to modify the loan from an unsecured to a secured
credit facility. The Company, with the consent of Crescent Partnership which
agreed to subordinate its security interest in the Company's 40% interest in
AmeriCold Logistics, pledged all of its interest in AmeriCold Logistics to Bank
of America to secure the loan. In August 2002, the Company further extended the
maturity of this loan to January 15, 2003 and agreed to prepay the interest for
that time period in the amount of $0.3 million.

3. DISCONTINUED OPERATIONS:

Pursuant to the Settlement Agreement discussed in Note 2, Crescent Operating has
transferred the following assets to Crescent Real Estate:

         o        all of its hotel operations, in lieu of foreclosure, on
                  February 14, 2002 in exchange for a $23.6 million reduction in
                  its rent obligations to Crescent Real Estate;

         o        all of its land development interests, through a strict
                  foreclosure, on February 14, 2002, and March 22, 2002, in
                  exchange for a $40.1 million reduction of its debt obligations
                  to Crescent Real Estate.

As a result of these transfers, the Company recognized Income from Discontinued
Operations for the six months ended June 30, 2002 of $3.3 million, after
minority interest of $1.9 million and a $2.5 million income tax expense related
to its Hospitality and Land Development segments. The gain associated with the
discontinuance of the operations from these segments and the reduction of the
Company's rent and debt obligations is $26.8 million, net of a $17.9 million
income tax expense.

The carrying amounts of the major classes of asset and liabilities for the
Hospitality and Land Development segments as of the transfer date, February 14,
2002, were (in thousands):

<Table>
<Caption>
                                               Hospitality     Land Development       Total
                                               -----------     ----------------     --------
<S>                                            <C>             <C>                  <C>
Current Assets ...........................     $    38,466     $         60,744     $ 99,210
Long-Term Assets .........................          12,607              663,030      675,637

Current Liabilities ......................          43,978              483,562      527,540
Long-Term Liabilities ....................           4,750               70,549       75,299
</Table>

In December 2001, the Company adopted Statements of Financial Accounting
Standards SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (See Note 12). SFAS No. 144 broadens the definition of what constitutes a
discontinued operation and how the results of a discontinued operation are to be
measured and presented. During the second quarter of 2002, Crescent Machinery
closed down five branch locations and is currently in the process of closing
two additional branch locations. The results from these branch operations are
reflected in discontinued operations, net of tax.


                                       8
<PAGE>


4. INVESTMENTS:

Investments consisted of the following (in thousands):

 <Table>
 <Caption>
                                                              June 30, 2002     December 31, 2001
                                                              -------------     -----------------
<S>                                                           <C>               <C>
 Investment in Landevco .................................     $          --     $          43,577
 Investment in Magellan warrants ........................                --                 4,127
 Investment in CRDI projects ............................                --                 8,124
 Investment in CR License ...............................                --                 5,012
 Investment in CR Las Vegas .............................                --                   450
 Investment in AmeriCold Logistics ......................                --                   706
                                                              -------------     -----------------
                                                              $          --     $          61,996
 Less assets to be transferred pursuant to the Settlement
 Agreement ..............................................                --               (57,163)
                                                              -------------     -----------------
                                                              $          --     $           4,833
                                                              =============     =================
</Table>


Investment loss consisted of the following (in thousands):

<Table>
<Caption>
                                                                   Three months ended       Six months ended
                                                                      June 30, 2002          June 30, 2002
                                                                   ------------------      ------------------
<S>                                                                <C>                     <C>
Change in fair value of Magellan warrants ....................     $           (3,581)     $           (4,127)
</Table>

Equity in loss of unconsolidated subsidiaries consisted of the following
(in thousands):

<Table>
<Caption>
                                                                   Three months ended       Six months ended
                                                                      June 30, 2002           June 30, 2002
                                                                   ------------------      ------------------
<S>                                                                <C>               <C>
Equity in loss of AmeriCold Logistics ........................     $           (1,436)     $           (2,142)
 Less equity in loss of entities to be transferred pursuant to
 Settlement Agreement ........................................                     --                  (2,046)
                                                                   ------------------      ------------------
                                                                   $           (1,436)     $           (4,188)
                                                                   ==================      ==================
</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




                                       9
<PAGE>

operations of each individual subsidiary and is not guaranteed by Crescent
Operating. Following is a summary of the Company's debt financing (amounts in
thousands):


<Table>
<Caption>
                                                                                  June 30, 2002     December 31, 2001
                                                                                  -------------     -----------------
<S>                                                                               <C>               <C>
LONG-TERM DEBT - CORPORATE AND WHOLLY OWNED SUBSIDIARIES

Equipment notes payable to finance companies, bear interest from 4.5% to
9.5%, due 2001 through 2011 (Crescent Machinery) (in default) ...............     $      58,147     $          80,683

Floor plan debt payable, three to twelve month terms at 0%
interest (Crescent Machinery) (in default) ..................................                --                 4,190

Line of credit in the amount of $15.0 million payable to Bank of America,
interest at the banks prime rate, 4.75% at June 30,
2002, due August 2002 (COPI) ................................................            15,000                15,000

Line of credit payable to Crescent Partnership, interest at 9%,
due May 2002 (COPI)(in default) .............................................             9,552                22,025

Line of credit payable to Crescent Partnership, interest at 12%, due May 2002
or five years after the last draw (COPI) (in default) .......................             8,495                20,205

Note payable to Crescent Partnership, interest at 12%, due through May 2002
(COPI)(in default) ..........................................................             6,827                16,238

Note payable to Crescent Partnership, interest at 12%, due May
2002 (COPI)(in default) .....................................................             4,445                10,572

Notes payable to Crescent Partnership (previously the sellers of
equipment companies), weighted average interest of 7.5% and 7.6% at
June 30, 2002 and December 31, 2001, due 2002 through 2003 (COPI) ...........             2,628                 2,787

Notes payable to Crescent Partnership, interest at 2.75%, due
February 2003 (COPI) ........................................................             2,698                    --

Notes payable to Crescent Partnership, weighted average interest of 10.2% at
June 30, 2002 and December 31, 2001, due 2003 through 2006 (Rosestar)
(in default) ................................................................                --                 1,143
                                                                                  -------------     -----------------
       Total debt - corporate and wholly owned subsidiaries .................           107,792               172,843
                                                                                  -------------     -----------------


LONG-TERM DEBT - NON WHOLLY OWNED SUBSIDIARIES

Construction loans for various East West Resort Development
projects, interest at 4.4% to 11.3%, due through 2003 (CRDI) ................                --               136,620

Line of credit in the amount of $100.0 million payable to Crescent
Partnership, interest at 11.5%, due September 2008 (CRDI) ...................                --                72,250

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

Line of credit in the amount of $56.2 million payable to
Crescent Partnership, interest at 11.5%, due August 2004 (CRDI) .............                --                48,354
</Table>






                                       10
<PAGE>


<Table>
<S>                                                                                      <C>               <C>
Line of credit in the amount of $70.0 million payable to Crescent Partnership,
interest at 11.5%, due December 2006 (CRDI) ...................................                 --             36,571

Line of credit in the amount of $50.0 million payable to National Bank of
Arizona, interest at prime to prime plus 1%, due November 2003 (DMPLP) ........                 --             29,910

Line of credit in the amount of $40.0 million payable to Crescent Partnership,
interest at 11.5%, due December 2006 (DMPLP) ..................................                 --             23,396

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

Note payable to Crescent Partnership maturing December 2002,
interest at 10% (DMPLP) .......................................................                 --              1,000

Term note in the amount of $0.2 million payable to Crescent
Partnership, interest at 12%, due August 2003 (CRL) ...........................                 --                166
                                                                                   ---------------    ---------------
          Total debt - non wholly owned subsidiaries ..........................                 --            414,267
                                                                                   ---------------    ---------------
          Total long-term debt ................................................    $       107,792    $       587,110
                                                                                   ===============    ===============
Current portion of long-term debt - CEI .......................................    $        34,645    $        69,634

Current portion of long-term debt .............................................             15,000            101,870

Current debt subject to compromise ............................................             58,147                 --

Long-term debt - CEI, net of current portion ..................................                 --                549

Long-term debt, net of current portion ........................................                 --                790

Current and Long-term debt of assets to be disposed of pursuant
to the Settlement Agreement ...................................................                 --            414,267
                                                                                   ---------------    ---------------
          Total debt ..........................................................    $       107,792    $       587,110
                                                                                   ===============    ===============
</Table>


On February 6, 2002, Crescent Machinery Company filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court in Fort
Worth, Texas. Outstanding principal amounts under default by Crescent Machinery
totaled $58.1 million at June 30, 2002.

On February 13, 2002, the Company received notice from Crescent Partnership that
the Company was in default on the 1997 Term Loan, the 1997 Revolving Loan, the
AmeriCold Loan and the COPI Colorado Loan. On February 14, 2002, pursuant to the
Settlement Agreement, Crescent Partnership foreclosed on certain collateral
securing such loans, which had the effect of reducing the aggregate indebtedness
from $76.2 million to $36.1 million.

As a part of the acquisitions of E.L. Lester and Company ("Lester") and Harvey
Equipment Center, Inc. ("Harvey"), Crescent Operating issued notes payable in
the amount of $6.0 million and $1.2 million, respectively (the "Equipment
Acquisition Notes"). On February 15, 2002, Crescent Partnership purchased the
Equipment Acquisition Notes from the note holders. As of July 1, 2002 and July
31, 2002, Crescent Operating defaulted on payment of principal and interest on
these notes.





                                       11
<PAGE>
6. SUMMARY OF LIABILITIES SUBJECT TO COMPROMISE:

Liabilities subject to compromise consisted of the following (in thousands):

<Table>
<Caption>
                                                                   June 30, 2002
                                                                   -------------
<S>                                                                <C>
Secured Debt - Notes Payable ..................................    $      55,147
Secured Debt - Other ..........................................            4,480
Priority Debt .................................................            1,427
Unsecured Debt - Notes Payable ................................            3,000
Unsecured Debt - Other ........................................            6,503
                                                                   -------------
  Total .......................................................    $      70,557
                                                                   =============
</Table>

Additional intercompany liabilities that are subject to compromise in the amount
of $10.5 million are not included as they are eliminated for consolidated
financial purposes.

7. COMPANY SUBSIDIARIES IN REORGANIZATION:

On February 6, 2002, Crescent Machinery filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the Northern
District of Texas in Fort Worth, Texas. The carrying amounts of the major
classes of assets and liabilities and shareholders' deficit for Crescent
Machinery as of June 30, 2002 were as follows (in thousands):


<Table>
<Caption>
                                                                  June 30, 2002
                                                                  -------------
<S>                                                               <C>
CURRENT ASSETS
  Cash and cash equivalents .................................     $       5,350
  Accounts receivable .......................................             7,901
  Inventories ...............................................             9,733
  Other current assets ......................................             1,477
                                                                  -------------
    Total current assets ....................................            24,461

PROPERTY AND EQUIPMENT, NET .................................            46,015

OTHER ASSETS ................................................               495
                                                                  -------------
TOTAL ASSETS ................................................     $      70,971
                                                                  =============

LIABILITIES
  Accounts payable and accrued expenses .....................     $      15,209
  Debt ......................................................            58,147
  Other .....................................................             5,386
                                                                  -------------
    Total Liabilities .......................................            78,742

SHAREHOLDERS' DEFICIT
  Common stock ..............................................             6,007
  Additional paid-in capital ................................            63,770
  Accumulated deficit .......................................           (77,548)
                                                                  -------------
    Total shareholders' deficit .............................            (7,771)
                                                                  -------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT .................     $      70,971
                                                                  =============
</Table>


8. EARNINGS PER SHARE:

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

<Table>
<Caption>
                                                        Three months ended                     Six months ended
                                                ----------------------------------    ----------------------------------
                                                 June 30, 2002      June 30, 2001      June 30, 2002      June 30, 2001
                                                ---------------    ---------------    ---------------    ---------------
<S>                                             <C>                <C>                <C>                <C>
Loss from Continuing Operations .............   $        (8,598)   $       (13,356)   $       (13,868)   $       (12,307)
                                                ===============    ===============    ===============    ===============
Weighted average shares (basic) .............            10,828             10,340             10,828             10,340
Effect of Dilutive Securities:
Stock Options ...............................                --                 --                 --                 --
                                                ---------------    ---------------    ---------------    ---------------
Weighted average shares (diluted) ...........            10,828             10,340             10,828             10,340
                                                ===============    ===============    ===============    ===============
Basic and diluted EPS before discontinued
operations and accounting change ............             (0.79)             (1.29)             (1.28)             (1.19)
                                                ===============    ===============    ===============    ===============
Income (loss) from Discontinued Operations ..              (344)            (3,866)            27,640             (4,526)
Weighted average shares (diluted) ...........            10,828             10,340             10,828             10,340
                                                ---------------    ---------------    ---------------    ---------------
Basic and diluted EPS before accounting
change ......................................             (0.82)             (1.67)              1.27              (1.63)
                                                ===============    ===============    ===============    ===============
Accounting Change ...........................                --                 --                                (9,509)
Weighted average shares (diluted) ...........            10,828             10,340             10,828             10,340
                                                ---------------    ---------------    ---------------    ---------------
Diluted EPS .................................   $         (0.82)   $         (1.67)   $          1.27    $         (2.55)
                                                ===============    ===============    ===============    ===============
</Table>



The Company had 1,270,624 and 1,268,224 options for its common stock outstanding
for each of the three and six months ended June 30, 2002 and each of the three
and six months ended June 30, 2001, respectively, which were not included in the
calculation of diluted EPS as they were anti-dilutive.




                                       12
<PAGE>



9. INCOME TAXES:

The table below shows the reconciliation of the federal statutory income tax
rate to the effective tax rate for income from continuing operations.

<Table>
<Caption>
                                                                                      Three months ended   Six months ended
                                                                                         June 30, 2002      June 30, 2002
                                                                                      ------------------   ----------------
<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..............................................................          --               (2.9)
     Change in valuation allowance...................................................       (36.7)              15.8
     Other, net......................................................................          --                1.1
                                                                                        ---------------    ---------------
         Effective tax rate..........................................................         3.3%              54.0%
                                                                                        ===============    ===============
</Table>

Provision (benefit) for income taxes is comprised of the following
(in thousands):


<Table>
<Caption>
                                                                                      Three months ended   Six months ended
                                                                                        June 30, 2002        June 30, 2002
                                                                                      ------------------   ----------------
<S>                                                                                   <C>                  <C>
Income from continuing operations
     Deferred .......................................................................   $          (645)   $        (2,003)

Discontinued operations
   From Operations
     Deferred .......................................................................   $            (5)   $         2,502

   Gain on disposal of discontinued operations
     Current ........................................................................   $            --    $           176
     Deferred .......................................................................               347             17,700
                                                                                        ---------------    ---------------
     Total ..........................................................................   $           347    $        17,876
                                                                                        ===============    ===============
</Table>


The Company generally provides for taxes using a 40% effective rate on the
Company's share of income or loss. The Company increased its valuation allowance
related to its consolidated tax group by $3.4 million in the second quarter of
2002 to offset a portion of the deferred tax assets for which the ultimate
realization in future years is uncertain. Management believes that the remaining
deferred tax asset will be realized due to tax planning strategies associated
with the Settlement Agreement (see Note 2).


10. BUSINESS SEGMENT INFORMATION:

Crescent Operating's assets and operations are located entirely within the
United States and are comprised primarily of two business segments: (i)
Equipment Sales and Leasing and (ii) Temperature Controlled Logistics. The
Company, previously operated in the Hospitality and Land Development segments.
Pursuant to the Settlement Agreement, the Company transferred all of its
interests in the Hospitality and Land Development segments to Crescent Equities
on February 14, 2002 (see Note 2). In addition to these two business segments,
the Company has grouped its investment in Magellan warrants, interest expense on
corporate debt and general corporate overhead costs such as legal and accounting
costs, insurance costs and corporate salaries as "Other" for segment reporting
purposes. The Company uses net income as the measure of segment profit or loss.
Business segment information is summarized as follows (in thousands):


<Table>
<Caption>
                                                 Three months ended             Six months ended
                                           -----------------------------   -----------------------------
                                           June 30, 2002   June 30, 2001   June 30, 2002   June 30, 2001
                                           -------------   -------------   -------------   -------------
<S>                                        <C>             <C>             <C>             <C>
Revenues:

Equipment Sales and Leasing ............   $       8,717   $      15,350   $      18,235   $      32,412
                                           -------------   -------------   -------------   -------------
Total revenues .........................   $       8,717   $      15,350   $      18,235   $      32,412
                                           =============   =============   =============   =============
</Table>



                                       13
<PAGE>


<Table>
<S>                                          <C>            <C>            <C>           <C>
Net loss from continuing operations:
   Equipment Sales and Leasing .........     $  (2,313)     $ (10,761)     $  (4,701)    $ (11,826)
   Temperature Controlled Logistics ....        (1,436)        (3,623)        (1,859)       (4,438)
   Other ...............................        (4,849)         1,028         (7,308)        3,957
                                             ---------      ---------      ---------     ---------
   Total net (loss) from continuing
      operations .......................     $  (8,598)     $ (13,356)     $ (13,868)    $ (12,307)
                                             =========      =========      =========     =========
</Table>


<Table>
<Caption>
                                             June 30, 2002      December 31, 2001
                                             -------------      -----------------
<S>                                          <C>                <C>
Identifiable assets:
   Equipment Sales and Leasing .........     $      70,971      $          93,647
   Temperature Controlled Logistics ....             5,591                  6,015
   Hospitality .........................                --                 40,416
   Land Development ....................                --                761,984
   Other ...............................             4,060                 43,342
                                             -------------      -----------------
   Total identifiable assets ...........     $      80,622      $         945,404
                                             =============      =================
</Table>



11. LITIGATION:

Charter Behavioral Health Systems, LLC ("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.

As a result of the liquidation of CBHS through bankruptcy, the equity investment
in CBHS became worthless. On December 29, 2000, as part of Crescent Operating's
tax planning, Crescent Operating sold its 25% common interest and its 100%
preferred membership interest in CBHS, and COPI CBHS Holdings sold its 65%
common interest in CBHS to The Rockwood Financial Group, Inc. for a nominal sum.

Crescent Operating held no funded or liquidated claims against the estate of
CBHS. Crescent Operating filed proofs of claim against CBHS as a protective
matter for potential indemnification or contribution for 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. The only such lawsuits that have been brought against Crescent
Operating arise from WARN Act claims. In connection with a settlement entered
into among Crescent Operating, CBHS, the WARN Act plaintiffs, and others,
Crescent Operating's indemnification and contribution claims against CBHS based
on such lawsuits have been resolved. In the event that, prior to the bar date
for asserting claims against Crescent Operating in its bankruptcy case, no other
claims or lawsuits are asserted against Crescent Operating that would give rise
to indemnification or contribution claims by Crescent Operating against CBHS,
Crescent Operating's claims for indemnification or contribution in the CBHS case
will be disallowed. If any such lawsuits or claims are brought, Crescent
Operating will pursue its indemnification and contribution claims as
appropriate.

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 in 1999 and 2000. Of those lawsuits, three also
named Crescent Operating as a defendant, but all three of those suits have since
been dismissed. An additional suit seeking similar relief was also filed against
Crescent Operating and Crescent Partnership, as well as CBHS.

A global Stipulation of Settlement of all WARN matters has been reached and
filed with the United States District Court and Bankruptcy Court for the
District of Delaware by the WARN Act claimants, CBHS, Crescent Operating,
Crescent Partnership and the Creditors Committee in the CBHS case. The
settlement was approved by the District Court by order dated March 18, 2002. As
it applies to Crescent Operating, the settlement provides that either Crescent
Operating or Crescent Partnership was required to deposit into escrow $500,000
for the benefit of the WARN Act claimants and, upon the settlement becoming
final, Crescent Operating will receive a complete release for all WARN Act
claims and any other claims in the CBHS case other than potential claims from
those CBHS


                                       14
<PAGE>

employees who have opted out of the settlement. It appears that as maximum of
three such employees have opted out and none have made claims against Crescent
Operating to date. Crescent Partnership has paid the $500,000 into escrow. This
payment will not be included as an expense for the purposes of calculating the
aggregate value of the Crescent Real Estate shares to be distributed to the
Crescent Operating shareholders.

In accordance with an agreement between Gerald Haddock and Crescent Operating,
COPI Colorado redeemed the limited partnership interest of Mr. Haddock, Crescent
Operating'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 challenged the valuation performed by the
independent appraiser and the procedures followed by Crescent Operating with
respect to the redemption and valuation process. On February 7, 2001, Crescent
Operating filed a lawsuit in the 141st Judicial Court of Tarrant County, Texas
seeking a declaratory judgment to assist in resolution of Crescent Operating's
dispute with Mr. Haddock. The parties settled their dispute, and the lawsuit was
dismissed effective as of January 2, 2002.

On June 10, 2002, the attorneys for the Official Unsecured Creditors Committee
of Crescent Machinery Company delivered a letter to Crescent Operating and to
certain of its current and former officers and directors. In the letter, the
creditors committee alleges that Crescent Operating and others have substantial
liability for certain actions and failures to act by Crescent Operating and
certain of its officers and directors that caused damage to Crescent Machinery.
If a lawsuit is filed by the creditors committee, Crescent Operating intends to
vigorously defend any claims asserted. Crescent Operating does not believe the
claims asserted in the creditors committee's letter have any merit. However,
there is a risk that substantial delays could result from the process whereby
the creditors committee's claim is adjudicated and there is further risk that if
the creditors committee were ultimately successful in the prosecution of its
claim, Crescent Operating may be unable to make any distribution to its
stockholders.

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.


12. RECENT ACCOUNTING PRONOUNCEMENTS:

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. The Company applied the new
rules on accounting for goodwill and other intangible assets beginning in the
first quarter 2002.

In August 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. It
also supersedes the accounting and reporting provisions of APB Opinion No. 30,
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions. SFAS No. 144 retains
the fundamental provisions of SFAS No. 121 for recognition and measurement of
the impairment of long-lived assets to be held and used and measurement of the
long-lived assets to be disposed of by sale, but broadens the definition of what
constitutes a discontinued operation and how the results of a discontinued
operation are to be measured and presented. SFAS No. 144 is effective for fiscal
years beginning after December 15, 2001. The Company adopted SFAS No. 144 on
January 1, 2002 and it did not have a material impact on their results of
operations or financial position; however, due to the Settlement Agreement
discussed in this Item 1, the Hospitality and Land Development segments are
presented as discontinued operations. In addition, during the six months ended
June 30, 2002, Crescent Machinery closed five branch locations and is
currently in the process of closing two additional branch locations. The
results from these branch operations are reflected in discontinued operations
net of tax.


                                       15
<PAGE>


In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections. In
general, SFAS 145 will require gains and losses on extinguishments of debt to be
classified as income or loss from continuing operations rather than as
extraordinary items as previously required under Statement 4. While gains or
losses from extinguishments of debt for fiscal years beginning after May 15,
2002 shall not be reported as extraordinary items unless the extinguishment
qualifies as an extraordinary item under the provisions of APB Opinion No. 30,
Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, management has elected to adopt SFAS No. 145 early. The
impact of adopting SFAS No. 145 resulted in a gain on disposal of discontinued
operations of $26.8 million, net of applicable income tax expense of $17.9
million.


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

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, 2001. 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.

Although Crescent Operating 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 financial results of the business segments for the three and six
months ended June 30, 2002 should not affect the ultimate distribution of
Crescent Real Estate shares pursuant to the Settlement Agreement. The Company's
consolidated financial statements included in the Annual Report on Form 10-K for
the year ended December 31, 2001, included an auditors report which expressed
substantial doubt about the Company's ability to continue to operate as a going
concern. Some of the other factors that might cause material variation from the
expectations reflected in the forward-looking statements include:

         o        the ability of Crescent Operating to generate income from the
                  assets remaining after the transfers of its hospitality and
                  land development businesses pursuant to the Settlement
                  Agreement;

         o        the Company's inability to complete the transactions
                  contemplated by the February 14, 2002 Settlement Agreement
                  with Crescent Partnership, including but not limited to,
                  holding a shareholders' meeting to approve the prepackaged
                  bankruptcy plan contemplated by the Settlement Agreement;
                  obtaining shareholder approval for that plan; or filing that
                  plan in the form contemplated;

         o        failure of Crescent Equities to provide assistance and funding
                  to the Company of substantially all the costs of performing
                  the steps required under the Settlement Agreement for
                  implementation of the prepackaged bankruptcy plan, which
                  funding is expected to provide for the preparation of a proxy
                  statement for a shareholders' meeting to approve the
                  prepackaged bankruptcy plan, the solicitation of proxies for
                  that meeting, and all other expenses associated therewith; the
                  expenses of operating the Company from the date of the
                  Settlement Agreement through the commencement of the
                  prepackaged bankruptcy; and the settlement or satisfaction of
                  all of the Company's known creditors;

         o        the Company's inability, after the commencement of bankruptcy
                  proceedings, to control the course or outcome of the
                  proceedings or its business operations, as federal bankruptcy
                  law places the ultimate control over the bankrupt debtor into
                  the discretion of the bankruptcy court;

         o        the unpredictable nature of course or outcome of Crescent
                  Machinery Company's bankruptcy proceedings;


                                       16
<PAGE>


         o        even if the prepackaged bankruptcy plan is confirmed as
                  contemplated, the Company will not have the ability to control
                  the issuance of CEI common shares to Crescent Operating
                  stockholders, following confirmation of the prepackaged
                  bankruptcy plan;

         o        the Company's inability to make any forecast regarding
                  shareholders' recovery in bankruptcy if the prepackaged
                  bankruptcy plan is not approved by the shareholders prior to
                  the Company's filing for bankruptcy protection, as the
                  Company's debts far exceed its assets, and its creditors,
                  including CEI, may not be paid in full, and, consequently, it
                  is probable that if the stockholders do not approve the
                  prepackaged bankruptcy plan, the stockholders would receive no
                  distributions with respect to their share ownership in the
                  Company;

         o        the Company's inability to sell its interest in the tenant of
                  the AmeriCold temperature controlled logistics properties to a
                  new entity that will be owned by the CEI shareholders,
                  proceeds of which sale would be applied by the Company to the
                  repayment of the Company's $15.0 million obligation to Bank of
                  America;

         o        the high levels of debt that the Company maintains and the
                  Company's current inability to generate revenue sufficient to
                  meet debt service payments, other obligations and operating
                  expenses;

         o        the availability of the financing that likely will be
                  necessary to maintain the Company's operations and
                  investments;

         o        the current and continuing underperformance or non-performance
                  of the Company's existing business investments;

         o        the Company's inability to reach an agreement with its
                  creditors which may result in the Company losing control of
                  its remaining assets or operations or both either through
                  foreclosure or bankruptcy;

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

         o        the impact of terrorism acts on the industries in which the
                  Company's businesses and investments operate.


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


                                    OVERVIEW

Crescent Operating is a diversified management company that, through various
subsidiaries and affiliates, currently operates primarily in two business
segments: Equipment Sales and Leasing and Temperature Controlled Logistics.
Prior to February 14, 2002, the Company operated in two other business segments:
Land Development and Hospitality. As Crescent Operating only operated these two
segments for one and one-half months in 2002 there is no detail regarding their
operations. At June 30, 2002, the Company owns or owned the following:

                                       17
<PAGE>

o        THE EQUIPMENT SALES AND LEASING SEGMENT consisting of a wholly owned
         interest in Crescent Machinery Company and its subsidiary ("Crescent
         Machinery"), a construction equipment sales, leasing and service
         company with 10 locations in three states.

o        THE TEMPERATURE CONTROLLED LOGISTICS SEGMENT consisting of a 40%
         interest in the operations of Vornado Crescent Logistics Operating
         Partnership ("AmeriCold Logistics"), which currently operates 101
         refrigerated storage properties with an aggregate storage capacity of
         approximately 538 million cubic feet.

BACKGROUND OF SETTLEMENT AGREEMENT

On February 6, 2002, Crescent Machinery Company - comprising the Company's
Equipment Sales and Leasing segment - filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code. On February 14, 2002, Crescent Operating entered
into the Settlement Agreement with Crescent Real Estate, pursuant to which the
Company's interests in the Land Development and Hospitality segments were
transferred to Crescent Partnership in partial satisfaction of the indebtedness
owing from Crescent Operating. The Company agreed to transfer the assets of its
Temperature Controlled Logistics segment in the future in connection with the
satisfaction of its indebtedness to Bank of America. The Settlement Agreement
also requires the filing of a prepackaged bankruptcy plan for Crescent
Operating. This bankruptcy plan effects the orderly termination of Crescent
Operating's business. Substantially all of Crescent Operating's assets are
encumbered by liens in favor of Crescent Partnership. Crescent Operating is in
default in its obligations to Crescent Partnership. The Settlement Agreement
also provides Crescent Operating with funds to satisfy its creditors' claims and
gives Crescent Operating stockholders the opportunity to receive common shares
of Crescent Real Estate.

SETTLEMENT AGREEMENT

On February 14, 2002, Crescent Operating entered into a Settlement Agreement
with Crescent Real Estate. The Settlement Agreement also provided the basis for
Crescent Operating to file a prepackaged bankruptcy plan that the Company
believes will provide for a limited recovery to its stockholders. Pursuant to
the Settlement Agreement, Crescent Operating has transferred the following
assets to Crescent Real Estate:

         o        all of its hotel operations, in lieu of foreclosure, on
                  February 14, 2002 in exchange for a $23.6 million reduction in
                  its rent obligations to Crescent Real Estate;

         o        all of its land development interests, through a strict
                  foreclosure, on February 14, 2002, and March 22, 2002, in
                  exchange for a $40.1 million reduction of its debt obligations
                  to Crescent Real Estate.

         In addition, the Settlement Agreement provides as follows:

         o        Crescent Real Estate will make sufficient funds available to
                  Crescent Operating to pay all of Crescent Operating's
                  creditors, other than Crescent Real Estate, in full and to
                  cover the expenses of implementing the Settlement Agreement
                  and seeking to confirm the bankruptcy plan. To facilitate
                  repayment of $15.0 million, plus interest, owed to Bank of
                  America, Crescent Real Estate has allowed Crescent Operating
                  to secure the Bank of America debt with a pledge of Crescent
                  Operating's interest in AmeriCold Logistics, LLC. The
                  bankruptcy plan contemplates that the AmeriCold Logistics
                  interest will be purchased by a Crescent Real Estate affiliate
                  for a sufficient amount to repay the Bank of America debt.

         o        If Crescent Operating's stockholders approve the bankruptcy
                  plan at a special meeting of stockholders called for that
                  purpose, Crescent Real Estate will issue common shares of
                  Crescent Equities to the Crescent Operating stockholders
                  pursuant to the formula contained in the bankruptcy plan. If
                  the stockholders of Crescent Operating do NOT accept the
                  bankruptcy plan, they will not receive a distribution of
                  common shares of Crescent Real Estate. If the total amount of
                  claims and expenses paid by Crescent Real Estate in connection
                  with the Crescent Operating bankruptcy and reorganization
                  transactions equals or exceeds $16.0 million, the stockholders
                  of Crescent Operating will receive no common shares of
                  Crescent Real Estate and will not be entitled to reconsider
                  their approval of the bankruptcy plan. Crescent Operating
                  stockholders receiving Crescent Real Estate shares will be
                  deemed to have released all claims they may have against



                                       18
<PAGE>

                  Crescent Operating and Crescent Real Estate and those acting
                  on their behalf that arose before the effective date of the
                  plan. If the Crescent Operating stockholders do not approve
                  the Crescent Operating bankruptcy plan, Crescent Operating
                  will still seek to have that bankruptcy plan confirmed by the
                  bankruptcy court. If the bankruptcy court confirms the plan,
                  Crescent Operating stockholders will not receive common shares
                  of Crescent Equities and will still cease to be stockholders
                  of Crescent Operating on the date the plan becomes effective.

         o        Crescent Operating will cancel all outstanding shares of its
                  common stock.

         o        Pursuant to both the Settlement Agreement and the bankruptcy
                  plan, Crescent Operating will transfer the remaining assets of
                  Crescent Operating at the direction of Crescent Real Estate.


A copy of the Settlement Agreement was attached as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed March 1, 2002, with the Securities and Exchange
Commission ("SEC"); that report is available at the SEC's website at
www.sec.gov. The Settlement Agreement and the mutual releases executed in
connection with the Settlement Agreement, including Crescent Operating's release
of all claims it may have against Crescent Real Estate, are enforceable
regardless of whether the plan is approved by Crescent Operating's stockholders
or confirmed by the bankruptcy court.




                       EQUIPMENT SALES AND LEASING SEGMENT

OVERVIEW

Crescent Machinery is engaged in the sale, leasing and service of construction
equipment and accessories to the construction industry located in three states
as of June 30, 2002.  All of the Crescent Machinery locations represent major
lines of equipment and offer new and used equipment for sale and rent, have
factory trained service personnel, and provide parts and warranty service.

Like many companies serving the construction industries, Crescent Machinery was
affected in 2001 by multiple factors impacting the industry. These factors
include excess inventories of machines available for sale or rental, severe
price competition, a slowdown in many construction markets, the reduction in the
number of new projects, the general recessionary economy, and the continued
negative effects following the terrorist attacks of September 11, 2001.

Beginning in the second quarter of 2001, Crescent Machinery's business plan
focused on right-sizing the business and creating liquidity. This plan included
the reduction of operating costs and excess or underutilized assets. As of June
30, 2002, Crescent Machinery's net book value of its inventory and rental fleet
was reduced by approximately $30.7 million since December 31, 2001 and has
implemented actions to reduce expenses of approximately $5.0 million on an
annualized basis. Crescent Machinery also closed its branches in Beaumont,
Texas, Van Wert, Ohio and Franklin, Indiana in 2001 and its branches in
Honolulu, Hawaii, Santa Rosa, California, Sacramento, California, Sparks,
Nevada, and Fresno, California as of June 30, 2002. At June 30, 2002, Crescent
Machinery operated 10 branches in three states.



                                       19
<PAGE>

As part of that business plan, Crescent Machinery continues reviewing key
factors to its business, including the business mix between the sale of
equipment and various rental and service programs; evaluating the suppliers
Crescent Machinery used or may add in the future to maximize the equipment
solutions Crescent Machinery offered its customers; standardizing best practices
across all branch locations; and implementing new compensation programs that
directly linked pay to performance.

An essential part of Crescent Machinery's plan involves restructuring its
existing lines of credit to provide debt service relief. Crescent Machinery
defaulted on certain major loans from commercial institutions due to Crescent
Machinery's decision not to pay the principal portion of payment installments
due from September through December 2001 in the total amount of approximately
$6.4 million. Outstanding principal amounts under default by Crescent Machinery
totaled $58.1 million at June 30, 2002. Crescent Machinery's lenders did not
exercise remedies available for Crescent Machinery's payment default. Crescent
Machinery did reach an agreement with certain lenders to take back the financed
equipment and limit Crescent Machinery's exposure to shortfall on the sale of
the equipment.

Crescent Machinery was unable to reach satisfactory agreements with other
lenders, however, and on February 6, 2002, Crescent Machinery Company filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code with the U.S.
Bankruptcy Court for the Northern District of Texas in Fort Worth, Texas.
Crescent Machinery intends to continue its normal operations in the sale, rental
and servicing of construction equipment, while attempting to reorganize and
restructure its debt to emerge a financially stronger and more competitive
business. Crescent Machinery plans to continue with business as usual during
this process, but certain locations have been and will be sold or closed to
improve efficiency. Crescent Machinery has closed all but two of its West Coast
branches and plans to close the remaining two locations outside of Texas and
Oklahoma by August 31, 2002.

In addition to its equity claim as the sole shareholder of Crescent Machinery,
Crescent Operating is a creditor of Crescent Machinery, holding a $10.0 million
principal amount note receivable from Crescent Machinery. Crescent Operating
does not anticipate receiving a significant repayment for this note receivable
in the Crescent Machinery bankruptcy case, if any.

The Company is unable to predict as of the date of the filing of this Quarterly
Report whether Crescent Machinery will be able to successfully reorganize its
debt and operations, or what the treatment of creditors of Crescent Machinery
and the Company, as the sole shareholder of Crescent Machinery and as a
creditor, will be under any proposed plan of reorganization of Crescent
Machinery. The payment rights and other entitlements of pre-petition creditors
of Crescent Machinery (including the Company) and the Company, as Crescent
Machinery's sole shareholder, may be substantially altered by any plan of
reorganization confirmed by the Court. Under a plan, pre-petition creditors may
receive less than 100% of the face value of their claims, and the ownership
interest of the Company in Crescent Machinery may be substantially diluted or
cancelled in whole or in part. Crescent Operating does not anticipate receiving
any distribution in the Crescent Machinery bankruptcy case. Crescent Machinery's
bankruptcy schedules reflect that the value of Crescent Machinery's assets is
less than the amount of debt. As a result, it is likely that if Crescent
Machinery is reorganized, the equity in reorganized Crescent Machinery will be
distributed to its creditors and potential new investors not to Crescent
Operating.

There can be no assurance given that a plan of reorganization of Crescent
Machinery will be approved by the creditors, or that the Bankruptcy Court will
confirm any such plan. If a plan of reorganization is not confirmed by the
Bankruptcy Court, there can be no assurance that Crescent Machinery will have
sufficient funds to continue as a going concern, to restructure its debt on
acceptable terms or continue its operations. If such a plan is not confirmed by
the Bankruptcy Court, Crescent Machinery may be forced to liquidate its assets
under Chapter 7 of the U.S. Bankruptcy Code and to cease operations, in which
case it is unlikely that the Company would realize any significant value for its
ownership interest in Crescent Machinery.



                                       20
<PAGE>

OPERATIONAL STATISTICS

<Table>
<Caption>
                                             Three months ended June 30,        Six months ended June 30,
                                             ---------------------------       ---------------------------
                                                2002             2001              2002            2001
                                             ----------       ----------       ----------       ----------
<S>                                          <C>              <C>              <C>              <C>
Revenue:
   New and used equipment ..............             38%              41%              40%              45%
   Rental equipment ....................             39%              37%              38%              34%
   Parts, service and supplies .........             23%              22%              22%              21%
                                             ----------       ----------       ----------       ----------
Total revenue ..........................            100%             100%             100%             100%
Expenses:
   Cost of sales:
        New and used equipment .........             85%              89%              89%              88%
        Rental equipment ...............             77%              67%              75%              71%
        Parts, service and supplies ....             62%              64%              62%              63%
                                             ----------       ----------       ----------       ----------
   Total cost of sales .................             77%              76%              78%              77%
   Gross profit ........................             23%              24%              22%              23%
   Operating expenses ..................             46%              27%              43%              26%
                                             ----------       ----------       ----------       ----------
Loss from operations ...................            (22%)             (3%)            (21%)             (3%)
                                             ==========       ==========       ==========       ==========
</Table>

Equipment sales and leasing revenue decreased $14.2 million, or 43.8%, to $18.2
million for the six months ended June 30, 2002, compared with $32.4 million for
the six months ended June 30, 2001. Net operating loss for the six months ended
June 30, 2002 was $3.6 million as compared with net operating loss of $0.2
million for the six months ended June 30, 2001. The Company believes that the
results for the six months ended June 30, 2002 are not necessarily indicative of
the operating results expected for the full year, due to the closing of its West
Coast branches in 2002 and to the seasonality of the business.


                    TEMPERATURE CONTROLLED LOGISTICS SEGMENT

RECENT DEVELOPMENTS

During the first and second quarters of 2002, AmeriCold Logistics exercised its
right, pursuant to the terms of its leases, to defer payment of rent. As of
June 30, 2002, AmeriCold Logistics had deferred $9.3 million of rent for 2002,
bringing total deferred rent to $17.6 million.

On January 23, 2002, the leases with Temperature Controlled Logistics
Partnerships were restructured to consolidate four of the non-encumbered leases
into one non-encumbered lease. The restructuring did not affect total
contractual rent due under the combined leases.

Effective December 31, 2001, the Company, in connection with extending the
maturity of its $15.0 million loan from Bank of America from December 31, 2001
to August 15, 2002, agreed to modify the loan from an unsecured to a secured
credit facility. In August 2002, the Company further extended the maturity of
this loan to January 15, 2003 and agreed to prepay the interest for that time
period in the amount of $0.3 million. The Company, with the consent of Crescent
Partnership which agreed to subordinate its security interest in the Company's
40% interest in AmeriCold Logistics, pledged all of its interest in AmeriCold
Logistics to Bank of America to secure the loan.



                                       21
<PAGE>

OPERATIONAL INFORMATION

The following table shows the location and size of facility for each of the
properties operated by AmeriCold Logistics as of June 30, 2002:

<Table>
<Caption>
                                          Total Cubic                                                    Total Cubic
                         Number of          Footage                                    Number of           Footage
      State              Properties      (in millions)                State            Properties       (in millions)
-------------------     -------------    --------------         ------------------    -------------     --------------
<S>                     <C>              <C>                    <C>                   <C>               <C>
Alabama                      5                  10.8            Missouri(1)                2                  46.8
Arizona                      1                   2.9            Nebraska                   2                   4.4
Arkansas                     6                  33.1            New York                   1                  11.8
California                  11                  47.1            North Carolina             3                  10.0
Colorado                     1                   2.8            Ohio                       1                   5.5
Florida                      5                   6.5            Oklahoma                   2                   2.1
Georgia                      8                  49.5            Oregon                     6                  40.4
Idaho                        2                  18.7            Pennsylvania               4                  50.8
Illinois                     2                  11.6            South Carolina             1                   1.6
Indiana                      1                   9.1            South Dakota               2                   6.3
Iowa                         2                  12.5            Tennessee                  3                  10.6
Kansas                       2                   5.0            Texas                      5                  39.1
Kentucky                     1                   2.7            Utah                       1                   8.6
Maine                        1                   1.8            Virginia                   3                  13.8
Massachusetts                5                  10.5            Washington                 6                  28.7
Minnesota                    1                   5.9            Wisconsin                  3                  17.4
Mississippi                  1                   4.7            Canada                     1                   4.8
                                                                                      -------------     --------------
                                                                Total                    101                 537.9
                                                                                      =============     ==============
</Table>

(1) Includes one underground facility of approximately 33.1 million cubic feet.


                                OTHER INVESTMENTS

MAGELLAN WARRANTS

In connection with the transaction in which Crescent Operating acquired its 50%
membership interest in CBHS, the Company purchased, for $12.5 million, warrants
to acquire 1,283,311 shares of Magellan common stock for an exercise price of
$30.00 per share. The Magellan warrants are exercisable in varying increments
over the period which began on May 31, 1998 and ends on May 31, 2009. Prior to
January 1, 2001, the fair value of theses warrants, using the Black-Scholes
pricing model, would be determined and the resulting difference between the cost
and the estimated fair value of the warrants was included in the consolidated
financial statements as accumulated comprehensive income (loss) for the period
ended. As of January 1, 2001, the Company was required to adopt SFAS No. 133, as
amended by SFAS No. 138. Upon adoption, the Company was required to record the
net accumulated 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 recorded changes in the fair value of these warrants
in the statement of operations as investment income (loss). For the three and
six months ended June 30, 2002, the Company recorded changes in the fair value
of these warrants as investment loss of $3.6 million and $4.1 million in the
Company's statement of operations. As of June 30, 2002, the value of the
warrants was zero. The Company does not anticipate any future recognition of
value as it relates to the warrants.

Crescent Operating transferred the Magellan warrants to Crescent Machinery
Company in 1999 as a contribution to capital. With the commencement of Crescent
Machinery's bankruptcy proceedings, the Magellan warrants became part of
Crescent Machinery's estate, subject to the claims of creditors.

For additional financial information related to the Company's business segments,
see the Company's notes to the consolidated financial statements.



                                       22
<PAGE>
                          SEGMENT FINANCIAL INFORMATION
                        (Amounts in thousands, unaudited)

The following is a summary of Crescent Operating's financial information
reported by segment for the three months ended June 30, 2002:


<Table>
<Caption>
                                                        EQUIPMENT       TEMPERATURE
                                                          SALES         CONTROLLED
                                                       AND LEASING       LOGISTICS         OTHER            TOTAL
                                                       -----------      -----------     -----------      -----------
<S>                                                    <C>              <C>             <C>              <C>
Revenues .........................................     $     8,717      $        --     $        --      $     8,717

Operating expenses ...............................          10,167               --             981           11,148
                                                       -----------      -----------     -----------      -----------
Loss from operations .............................          (1,450)              --            (981)          (2,431)
Investment loss ..................................              --               --          (3,581)          (3,581)
Equity in losses of unconsolidated subsidiaries ..              --           (1,436)             --           (1,436)
Other (income) expense
       Interest expense ..........................             447               --           1,127            1,574
       Interest income ...........................              --               --              (3)              (3)
       Other .....................................             (13)              --            (192)            (205)
                                                       -----------      -----------     -----------      -----------
Total other expense ..............................             434               --             932            1,366
                                                       -----------      -----------     -----------      -----------
Loss from operations before reorganization costs..          (1,884)          (1,436)         (5,494)          (8,814)
Reorganization costs
       Professional fees..........................             429               --              --              429
                                                       -----------      -----------     -----------      -----------
Loss from operations before income taxes .........          (2,313)          (1,436)         (5,494)          (9,243)
Income tax benefit ...............................              --               --            (645)            (645)
                                                       -----------      -----------     -----------      -----------
Loss from continuing operations ..................     $    (2,313)     $    (1,436)    $    (4,849)     $    (8,598)
                                                       ===========      ===========     ===========      ===========
</Table>



                                       23
<PAGE>



                          SEGMENT FINANCIAL INFORMATION
                        (Amounts in thousands, unaudited)

The following is a summary of Crescent Operating's financial information
reported by segment for the six months ended June 30, 2002:


<Table>
<Caption>
                                                        EQUIPMENT       TEMPERATURE
                                                          SALES         CONTROLLED
                                                       AND LEASING       LOGISTICS          OTHER            TOTAL
                                                       -----------      -----------      -----------      -----------
<S>                                                    <C>              <C>              <C>              <C>
Revenues .........................................     $    18,235      $        --      $        --      $    18,235

Operating expenses ...............................          20,716               --            2,260           22,976
                                                       -----------      -----------      -----------      -----------
Loss from operations .............................          (2,481)              --           (2,260)          (4,741)
Investment loss ..................................              --               --           (4,127)          (4,127)
Equity in losses of unconsolidated subsidiaries ..              --           (2,142)              --           (2,142)
Other (income) expense
       Interest expense ..........................             908               --            2,642            3,550
       Interest income ...........................              (1)              --               (6)              (7)
       Other .....................................             169               --                5              174
                                                       -----------      -----------      -----------      -----------
Total other expense ..............................           1,076               --            2,641            3,717
                                                       -----------      -----------      -----------      -----------
Loss from operations before reorganization costs .          (3,557)          (2,142)          (9,028)         (14,727)
Reorganization costs
       Professional fees .........................           1,144               --               --            1,144
                                                       -----------      -----------      -----------      -----------
Loss from operations before income taxes .........          (4,701)          (2,142)          (9,028)         (15,871)
Income tax benefit ...............................              --             (283)          (1,720)          (2,003)
                                                       -----------      -----------      -----------      -----------
Loss from continuing operations ..................     $    (4,701)     $    (1,859)     $    (7,308)     $   (13,868)
                                                       ===========      ===========      ===========      ===========
</Table>


                                       24

<PAGE>


RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002, COMPARED
TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2001

REVENUES

Total revenue, which consists of Equipment sales and leasing revenue, decreased
$6.7 million, or 43.5%, to $8.7 million for the three months ended June 30,
2002, compared with $15.4 million for the three months ended June 30, 2001.
Total revenue decreased $14.2 million, or 43.8%, to $18.2 million for the six
months ended June 30, 2002, compared with $32.4 million for the six months ended
June 30, 2001. Significant components of the decreases were:

o    a net decrease of $1.8 million and $6.0 million in new and used equipment
     sales for the three and six months ended June 30, 2002 as compared to the
     corresponding periods in 2001 primarily due to the slowing economy and the
     impact of the Chapter 11 bankruptcy process on the Company's business;

o    a decrease of $1.4 million and $2.7 million in parts, service and supplies
     revenue for the three and six months ended June 30, 2002 as compared to the
     corresponding periods in 2001 primarily due to decreased demand for
     maintenance and repair work and the impact of the Chapter 11 bankruptcy
     process on the Company's business; and

o    a decrease of $3.5 million and $5.5 million in rental revenue for the three
     and six months ended June 30, 2002 as compared to the corresponding periods
     in 2001 primarily due to the slowing economy and the impact of the Chapter
     11 bankruptcy process on the Company's business.


OPERATING EXPENSES

Total operating expenses decreased $16.7 million, or 60.1%, to $11.1 million for
the three months ended June 30, 2002, compared with $27.8 million for the three
months ended June 30, 2001. Total operating expenses decreased $22.5 million, or
49.5%, to $23.0 for the six months ended June 30, 2002, compared with $45.5
million for the six months ended June 30, 2001. The decreases in total operating
expenses are attributable to the factors discussed in the following paragraphs.

Equipment Sales and Leasing Segment

Equipment sales and leasing expenses decreased $5.3 million, or 34.2%, to $10.2
million for the three months ended June 30, 2002, compared with $15.5 million
for the three months ended June 30, 2001. Equipment sales and leasing expenses
decreased $11.9 million, or 36.5%, to $20.7 million for the six months ended
June 30, 2002, compared with $32.6 million for the six months ended June 30,
2001. Significant components of the decreases were:

o    a decrease of $1.5 million and $5.3 million in new and used equipment
     expenses for the three and six months ended June 30, 2002 as compared to
     the corresponding periods in 2001 directly related to the decrease in new
     and used equipment revenue;

o    a $2.1 million and a $3.4 million decrease in rental expenses for the three
     and six months ended June 30, 2002 as compared to the corresponding periods
     in 2001 primarily due to the decrease in rental revenue for the three and
     six months ended June 30, 2002;

o    a decrease of $0.3 million and $0.2 million in general and administrative
     expenses for the three and six months ended June 30, 2002 as compared to
     the corresponding periods in 2001 primarily due to cost reduction measures
     put into place, partially offset by costs associated with the bankruptcy
     process; and

o    a decrease of $1.0 million and $1.9 million in parts, service and supplies
     expenses for the three and six months ended June 30, 2002 as compared to
     the corresponding periods in 2001 primarily as a result of the decrease in
     parts, service and supplies revenues for the same periods.


                                       25
<PAGE>

Corporate General and Administrative Expenses

Corporate general and administrative expenses totaled $1.0 million and $2.2
million for the three and six months ended June 30, 2002, respectively, as
compared to $0.5 million and $1.0 million for the three and six months ended
June 30, 2001. The increases are primarily related to increases in general
corporate overhead costs, such as legal and accounting costs, related to the
Settlement Agreement and the proposed prepackaged bankruptcy.

INVESTMENT INCOME (LOSS)

Investment income (loss) decreased $7.0 million or 206%, to a ($3.6) million
loss for the three months ended June 30, 2002, compared with income of $3.4
million for the three months ended June 30, 2001. Investment income (loss)
decreased $11.9 million or 153%, to a ($4.1) million loss for the six months
ended June 30, 2002, compared with income of $7.8 million for the six months
ended June 30, 2001. The decreases are attributable to the decreases in the fair
value of the Company's Magellan warrants resulting in investment losses as
compared with income for the corresponding period in 2001.

EQUITY IN EARNINGS (LOSS) OF UNCONSOLIDATED SUBSIDIARIES

Equity in earnings (loss) of unconsolidated subsidiaries decreased $1.7 million
or 54.8%, to ($1.4) million for the three months ended June 30, 2002, compared
with a loss of ($3.1) million for the three months ended June 30, 2001. The
decrease is primarily due to the Company not recording any additional losses
related to its investment in AmeriCold Logistics since the Company's share of
historical losses were in excess of its investment balance.

Equity in earnings (loss) of unconsolidated subsidiaries decreased $2.3 million
or 52.3%, to ($2.1) million for the six months ended June 30, 2002, compared
with a loss of ($4.4) million for the six months ended June 30, 2001. The six
month decrease was primarily due to equity in loss of AmeriCold Logistics in the
amount of $(0.7) million and to the realization of other comprehensive
income/loss of ($1.4) million.

OTHER (INCOME) EXPENSE

Other (income) expense decreased $0.9 million, or 39.1%, to $1.4 million for the
three months ended June 30, 2002, compared with $2.3 million for the three
months ended June 30, 2001. For the six months ended June 30, 2002, other
(income) expenses decreased $2.2 million, or 37.3%, to $3.7 million, compared
with $5.9 million for the six months ended June 30, 2001. Significant components
of the decreases were primarily attributable to net decreases in interest
expense of $0.5 million and $2.0 million for the three and six months ended June
30, 2002.


INCOME TAX PROVISION (BENEFIT)

Income tax benefit of $0.6 million for the three months ended June 30, 2002
represents a decrease of $0.5 million from the $1.1 million benefit provided for
the three months ended June 30, 2001. Income tax benefit of $2.0 million for the
six months ended June 30, 2002 represents a decrease of $1.2 million from the
$3.2 million benefit provided for the six months ended June 30, 2001. Income tax
provision attributable to discontinued operations for the six months ended June
30, 2002 was comprised of a $2.2 million expense for the Hospitality segment and
a $0.3 million expense for the Land Development segment. Income tax provision
for the six months ended June 30, 2002 of $17.9 was attributable to the gain
from the disposal of discontinued operations resulting primarily from the
cancellation of corporate level indebtedness pursuant to the Settlement
Agreement.

The Company generally provides for taxes using a 40% effective rate on the
Company's share of income or loss. Management continues to evaluate its ability
to realize the deferred tax assets quarterly by assessing the need for a
valuation allowance. An 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 were eliminated as a result of the assignment of the Land
Development and Hospitality segments to Crescent Equities pursuant to the
Settlement Agreement.

                                       26
<PAGE>

DISCONTINUED OPERATIONS

Pursuant to the Settlement Agreement, the Company's transferred its interests in
the Hospitality and Land Development segments as of February 14, 2002 and March
22, 2002. The Company had a deminimus loss from discontinued operations related
to the Hospitality and Land Development segments for the three months ending
June 30, 2002. The Company realized income from discontinued operations of $3.3
million, after minority interest of $1.9 million and a $2.5 million income tax
expense, related to the Hospitality and Land Development segments for the six
months ended June 30, 2002. The gain on disposal of discontinued operations was
$0.5 million, net of a $0.3 million income tax expense, for the three months
ended June 30, 2002 and $26.8 million, net of a $17.9 million income tax
expense, for the six months ended June 30, 2002.

In December 2001, the Company adopted Statements of Financial Accounting
Standards SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (See Note 12). SFAS No. 144 broadens the definition of what constitutes a
discontinued operation and how the results of a discontinued operation are to be
measured and presented. During the second quarter of 2002, Crescent Machinery
closed down five branch locations and is currently in the process of closing two
additional branch locations. The Company realized a $0.1 decrease in loss from
discontinued operations related to the Equipment Sales and Leasing segment for
the three months ended June 30, 2002 as compared to the corresponding period in
2001. The Company realized a $0.2 million increase in loss from discontinued
operations related to the Equipment Sales and Leasing segment for the six months
ended June 30, 2002 as compared to the corresponding period in 2001.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

Cumulative effect of change in accounting principle decreased $9.5 million, or
100%, for the six months ended June 30, 2002 as compared to the corresponding
period in 2001. The change from the prior period was due to the prior year's
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 of $12.5 million
and their estimated fair value at December 31, 2001, $3.0 million, as calculated
using the Black-Scholes pricing model.

LIQUIDITY AND CAPITAL RESOURCES

In February 2002, Crescent Operating was notified by Crescent Real Estate that
the Company's obligations to Crescent Real Estate were in default. Moreover,
Crescent Real Estate announced that it would seek to enforce collection by
foreclosure or otherwise of its claims against Crescent Operating and its
operating units as quickly as possible. Crescent Operating was unable to repay
the debts to Crescent Real Estate as to which a default had been declared.
Crescent Operating did not have sufficient liquidity to pay its liabilities on a
current basis. In light of these factors, Crescent Operating entered into a
Settlement Agreement with Crescent Real Estate. See - Note 2 - Recent
Developments - Settlement Agreement.

The Settlement Agreement significantly restricts Crescent Operating's ability to
access capital resources. Among other things, the Settlement Agreement limits
Crescent Operating's ability to incur additional indebtedness, incur liens, pay
dividends or make certain other restrictive payments. Based on these
restrictions in the Settlement Agreement and Crescent Operating's current
financial condition, it is unlikely that Crescent Operating would have


                                       27
<PAGE>
access to any third-party financing. In connection with the Settlement
Agreement, Crescent Real Estate did provide Crescent Operating with a $3.2
million facility to provide liquidity during the pendency of the bankruptcy
case. Pursuant to this facility, Crescent Real Estate will fund only Crescent
Operating's out-of-pocket operating expenses through the bankruptcy. The Company
is in the process of responding to the Securities and Exchange Commission's
comments on its proposed proxy statement. The Company anticipates filing its
proxy statement in the third quarter of 2002, obtaining shareholder approval in
the fourth quarter of 2002 and filing for bankruptcy in the fourth quarter of
2002.

Interest payments and rent payments due to Crescent Real Estate, accrued but
deferred as of June 30, 2002, totaled approximately $8.3 million and $23.7
million, respectively.

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 $6.0 million and $13.9 million at June 30, 2002
and December 31, 2001, respectively (see Note 1). The 56.8% decrease is
attributable to $12.4 million and $0.3 million of cash used in investing and
financing activities, respectively, partially offset by $4.9 million of cash
provided by operating activities.

OPERATING ACTIVITIES

Net cash flows provided by operating activities for the six months ended June
30, 2002 were $4.9 million compared with net cash used in operating activities
of $107.7 million for the six months ended June 30, 2001. The Company's inflow
of cash provided by operating activities of $4.9 million was primarily
attributable to inflows from:

o    net income of $13.8 million;

o    a decrease in accounts receivable of $5.3 million; and

o    an increase in accounts payable and accrued expenses - CEI of $2.3 million.

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

o    an increase in prepaid expenses and current assets of $0.5 million; and

o    an increase in inventories of $0.2 million.

INVESTING ACTIVITIES

Net cash flows used in investing activities for the six months ended June 30,
2002 were $12.4 million compared with net cash used in investing activities of
$14.1 million for the six months ended June 30, 2001. The Company's outflow of
cash used in investing activities of $12.4 million was primarily attributable to
outflows from:

o    disposition of business interests, net of cash transferred of $15.8
     million.

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

o    net proceeds from the sale of property and equipment of $3.4 million.


FINANCING ACTIVITIES

Net cash flows used in financing activities for the six months ended June 30,
2002 were $0.3 million compared with net cash provided by financing activities
of $96.9 million for the six months ended June 30, 2001. The Company's outflow
of cash used in financing activities of $0.3 million was primarily attributable
to outflow from:

o    payments of all long-term debt of $2.9 million.



                                       28
<PAGE>

The outflow of cash provided by financing activities was partially offset by
inflows from:

o    proceeds of all long-term debt of $2.7 million.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since December 31, 2001, there have been no material changes to the information
regarding market risk as set forth in the Company's Form 10-K for the year ended
December 31, 2001.


                                       29
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 10, 2002, the attorneys for the Official Unsecured Creditors Committee
of Crescent Machinery Company delivered a letter to Crescent Operating and to
certain of its current and former officers and directors. In the letter, the
creditors committee alleges that Crescent Operating and others have substantial
liability for certain actions and failures to act by Crescent Operating and
certain of its officers and directors that caused damage to Crescent Machinery.
If a lawsuit is filed by the creditors committee, Crescent Operating intends to
vigorously defend any claims asserted. Crescent Operating does not believe the
claims asserted in the creditors committee's letter have any merit. However,
there is a risk that substantial delays could result from the process whereby
the creditors committee's claim is adjudicated and there is further risk that if
the creditors committee were ultimately successful in the prosecution of its
claim, Crescent Operating may be unable to make any distribution to its
stockholders.


ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Prior to filing a voluntary petition in bankruptcy on February 6, 2002, Crescent
Machinery was in default on certain major loans from commercial institutions due
to Crescent Machinery's decision not to pay the principal portion of payment
installments due since September 2001. Outstanding principal amounts under
payment default by Crescent Machinery totaled $58.1 million at June 30, 2002.
Prior to the commencement of bankruptcy proceedings, Crescent Machinery's
lenders did not exercise remedies available for Crescent Machinery's payment
default, and Crescent Machinery and those lenders engaged in negotiations about
the defaults and about modifying certain terms, including payment obligations,
of the existing credit lines. Crescent Machinery did reach an agreement with
certain lenders to take back the financed equipment and limit Crescent
Machinery's exposure to shortfall on the sale of the equipment.

Crescent Machinery was unable to reach satisfactory agreements with other
lenders, however, and on February 6, 2002, Crescent Machinery Company filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code with the U.S.
Bankruptcy Court for the Northern District of Texas in Fort Worth, Texas.

Effective October 31, 2001, Crescent Operating amended its four loan agreements
with Crescent Partnership - the 1997 Term Loan, the 1997 Revolving Loan, the
AmeriCold Loan, and the COPI Colorado Loan - to further extend payment of
interest and principal payments otherwise due in 2000 and 2001 to the earlier of
December 31, 2002 and the closing of the transactions contemplated by the
agreement for the purchase and sale of assets and stock dated June 28, 2001,
between the Company and Crescent Partnership (the "Sale Agreement"). The
transactions contemplated by the Sale Agreement did not close in 2001 and
Crescent Partnership terminated the Sale Agreement on January 23, 2002. Crescent
Operating made no payments on the loans. Crescent Operating was in payment
default on all four loans. On February 13, 2002, Crescent Partnership delivered
default notices to Crescent


                                       30
<PAGE>


Operating relating to approximately $76.2 million of principal and accrued
interest due to Crescent Partnership under the four loans.

In addition, until February 2002, Crescent Operating's subsidiaries in the
hospitality business segment leased from Crescent Partnership or its affiliates,
hotel and resort properties. With the consent of Crescent Partnership, the
lessees had accrued but deferred payment of rent on the leases for those
properties, the payment of which was guaranteed by Crescent Operating to the
extent of cash generated by the hospitality business segment. Following the
termination of the Sale Agreement on January 23, 2002, Crescent Partnership on
February 13, 2002, delivered default notices to the Company relating to
approximately $49.0 million of unpaid rent.

On February 14, 2002, Crescent Operating entered into the Settlement Agreement
with Crescent Real Estate, pursuant to which the Company's interests in the Land
Development and Hospitality segments were transferred to Crescent Partnership in
partial satisfaction of the indebtedness owing from Crescent Operating (see Note
2).

Pursuant to the Settlement Agreement, Crescent Operating has transferred the
following assets to Crescent Real Estate:

o    all of its hotel operations, in lieu of foreclosure, on February 14, 2002
     in exchange for a $23.6 million reduction in its rent obligations to
     Crescent Real Estate;

o    all of its land development interests, through a strict foreclosure, on
     February 14, 2002, and March 22, 2002, in exchange for a $40.1 million
     reduction of its debt obligations to Crescent Real Estate.

As a part of the acquisitions of E.L. Lester and Company ("Lester") and Harvey
Equipment Center, Inc. ("Harvey"), Crescent Operating issued notes payable in
the amount of $6.0 million and $1.2 million, respectively (the "Equipment
Acquisition Notes"). All principal and unpaid interest on these notes are due
July 2002 and July 2003, respectively. On February 15, 2002, Crescent
Partnership purchased Equipment Acquisition Notes from the note holders. As of
August 14, 2002, Crescent Operating was in default on payment of principal and
interest on these notes.

The aggregate outstanding amounts under default by the Company owed to Crescent
Real Estate as of June 30, 2002 totaled $66.6 million, comprised of $23.7
million of deferred rent obligations and $42.9 million of accrued interest and
principal. The aggregate outstanding amounts under default by the Company owed
to Crescent Real Estate as of August 14, 2002 totaled $67.6 million, comprised
of $23.7 million of deferred rent obligations and $43.9 million of accrued
interest and principal.

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

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

                                       31
<PAGE>


(a)  Exhibits

         EXHIBIT
          NUMBER                   DESCRIPTION OF EXHIBITS
         -------                   -----------------------

         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)



                                       32
<PAGE>


          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)

          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)



                                       33
<PAGE>


          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)


                                       34
<PAGE>


          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)

          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)



                                       35
<PAGE>


          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)


                                       36
<PAGE>


          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)

          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)


                                       37
<PAGE>


          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)


                                       38
<PAGE>


          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)



                                       39
<PAGE>


          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)



                                       40
<PAGE>


          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)



                                       41
<PAGE>


          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)

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

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

          10.120    Third Amendment to Credit and Security Agreement effective
                    January 31, 2001, between Crescent Real Estate Equities
                    Limited Partnership and Crescent Operating, Inc. relating to
                    $9.0 million Credit and Security Agreement effective
                    September 21, 1998 (filed as Exhibit 10.120 to March 31,
                    2001 Form 10-Q and incorporated by reference herein)

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

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

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

          10.124    Fourth Amendment to Credit and Security Agreement effective
                    February 15, 2001, between Crescent Real Estate Equities
                    Limited Partnership and Crescent Operating, Inc. relating to
                    $9.0 million Credit and Security Agreement effective
                    September 21, 1998 (filed as Exhibit 10.124 to March 31,
                    2001 Form 10-Q and incorporated by reference herein)

          10.125    Sixth Amendment to Line of Credit Credit and Security
                    Agreement effective February 15, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,



                                       42
<PAGE>


                    Inc. relating to Line of Credit Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.125 to
                    March 31, 2001 Form 10-Q and incorporated by reference
                    herein)

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

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

          10.128    Fifth Amendment to Credit and Security Agreement effective
                    March 5, 2001, between Crescent Real Estate Equities Limited
                    Partnership and Crescent Operating, Inc. relating to $9.0
                    million Credit and Security Agreement effective September
                    21, 1998 (filed as Exhibit 10.128 to March 31, 2001 Form
                    10-Q and incorporated by reference herein)

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

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

          10.131    Management Rights Agreement dated as of February 6, 2001, by
                    and among Crescent Operating, Inc., Crescent Machinery
                    Company, Crescent Machinery Company, LP, and SunTX Capital
                    Management Corp. (filed as Exhibit 10.131 to June 30, 2001
                    Form 10-Q and incorporated by reference herein)

          10.132    Fifth Amendment to Credit and Security Agreement effective
                    June 28, 2001, between Crescent Real Estate Equities Limited
                    Partnership and Crescent Operating, Inc. relating to $19.5
                    million Credit and Security Agreement effective March 11,
                    1999 (filed as Exhibit 10.132 to the Company's December 31,
                    2001 Form 10-K ("December 31, 2001 Form 10-K") and
                    incorporated by reference herein)

          10.133    Sixth Amendment to Credit and Security Agreement effective
                    June 28, 2001, between Crescent Real Estate Equities Limited
                    Partnership and Crescent Operating, Inc. relating to $9.0
                    million Credit and Security Agreement effective September
                    21, 1998 (filed as Exhibit 10.133 to December 31, 2001 Form
                    10-K and incorporated by reference herein)

          10.134    Eighth Amendment to Line of Credit Credit and Security
                    Agreement effective June 28, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,
                    Inc. relating to Line of Credit Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.134
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.135    Eighth Amendment to Amended and Restated Credit and Security
                    Agreement effective June 28, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,
                    Inc. relating to Amended and Restated Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.135
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.136    Sixth Amendment to Credit and Security Agreement effective
                    October 31, 2001, between Crescent Real Estate Equities
                    Limited Partnership and Crescent Operating, Inc. relating to
                    $19.5 million Credit and Security Agreement effective March
                    11, 1999 (filed as Exhibit 10.136 to December 31, 2001 Form
                    10-K and incorporated by reference herein)

          10.137    Seventh Amendment to Credit and Security Agreement effective
                    October 31, 2001, between Crescent Real Estate Equities
                    Limited Partnership and Crescent Operating, Inc. relating to
                    $9.0 million Credit and Security Agreement effective
                    September 21, 1998 (filed as Exhibit 10.137 to December 31,
                    2001 Form 10-K and incorporated by reference herein)


                                       43
<PAGE>
          10.138    Ninth Amendment to Line of Credit Credit and Security
                    Agreement effective October 31, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,
                    Inc. relating to Line of Credit Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.138
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.139    Ninth Amendment to Amended and Restated Credit and Security
                    Agreement effective October 31, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,
                    Inc. relating to Amended and Restated Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.139
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.140    Agreement for the Purchase and Sale of Assets and Stock
                    dated June 28, 2001 by and among Crescent Real Estate
                    Equities Limited Partnership and Crescent Operating, Inc.,
                    Rosestar Management LLC, Canyon Ranch Leasing, L.L.C., Wine
                    Country Hotel, LLC, Rosestar Southwest, LLC, COI Hotel
                    Group, Inc. and COPI Colorado, LP (filed as Annex A to Proxy
                    Statement for 2001 Annual Meeting of Shareholders and
                    incorporated by reference herein)

          10.141    Amended and Restated Securities Purchase Agreement, made and
                    entered into as of June 28, 2001, amended and restated as of
                    October 31, 2001 by and among Crescent Machinery Company,
                    L.P., Crescent Machinery Holdings, L.P., CMC GP, LLC,
                    Crescent Machinery Company, Crescent Operating, Inc., COPI
                    Colorado, LP, CRE Equipment Holdings, LLC, Crescent Real
                    Estate Equities Limited Partnership, and SunTX CMLP, Inc.
                    (filed as Annex E to Proxy Statement for 2001 Annual Meeting
                    of Shareholders and incorporated by reference herein)

          10.142    Third Amendment to Credit Agreement effective as of August
                    27, 2001, among Crescent Operating, Inc., Bank of America,
                    N.A. (formerly NationsBank, N.A.), and the Support Parties
                    identified therein (filed as Exhibit 10.142 to December 31,
                    2001 Form 10-K and incorporated by reference herein)

          10.143    Fourth Amendment to Credit Agreement effective as of
                    November 27, 2001, among Crescent Operating, Inc., Bank of
                    America, N.A. (formerly NationsBank, N.A.), and the Support
                    Parties identified therein, together with related $15.0
                    million promissory note (filed as Exhibit 10.143 to December
                    31, 2001 Form 10-K and incorporated by reference herein)

          10.144    Fifth Amendment to Credit Agreement effective as of December
                    31, 2001, among Crescent Operating, Inc., Bank of America,
                    N.A. (formerly NationsBank, N.A.), and the Support Parties
                    identified therein, together with related $15.0 million
                    promissory note, modified and extended as of December 31,
                    2001 (filed as Exhibit 10.144 to December 31, 2001 Form 10-K
                    and incorporated by reference herein)

          10.145    Assignment/Pledge (Security Agreement) effective as of
                    December 31, 2001 by Crescent Operating to Bank of America,
                    N.A. (formerly NationsBank, N.A.) (filed as Exhibit 10.145
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.146    Settlement Agreement dated as of February 14, 2002, by and
                    among Crescent Real Estate Equities Limited Partnership,
                    Crescent Real Estate Equities Company and Crescent
                    Operating, Inc., Rosestar Management LLC, Canyon Ranch
                    Leasing, L.L.C., Wine Country Hotel, LLC, Rosestar
                    Southwest, LLC and COI Hotel Group, Inc. (filed as Exhibit
                    2.1 to the Company's Current Report on Form 8-K filed March
                    1, 2002, and incorporated by reference herein)



                                       44
<PAGE>
          10.147    Promissory Note, dated as of February 14, 2002, executed
                    by Crescent Operating, Inc. and payable to Crescent Real
                    Estate Equities Limited Partnership in the amount of
                    $8,575,000.00 (filed as Exhibit 2.2 to the Company's
                    Current Report on Form 8-K filed March 1, 2002, and
                    incorporated by reference herein)


(b)  Reports on Form 8-K

On May 10, 2002, Crescent Operating amended its Current Report on Form 8-K
filed March 1, 2002, to file under Paragraph (b) (Pro forma financial
information) of Item 7 (Financial Statements and Exhibits), pursuant to its
previous undertaking, the Pro Forma Consolidated Balance Sheet (unaudited) of
the Company as of December 31, 2001 and the Pro Forma Consolidated Statement of
Operations (unaudited) of the Company for the year ended December 31, 2001,
being the financial statements required in connection with the disposition of
its Land Development and Hospitality segments to Crescent Partnership pursuant
to the Settlement Agreement.

                                       45
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 22nd day of August, 2002.

                                  CRESCENT OPERATING, INC.
                                  (Registrant)




                                  By  /s/ Jeffrey L. Stevens
                                      ------------------------------------------
                                      Jeffrey L. Stevens
                                      President, Chief Executive Officer,
                                      Chief Financial and Accounting Officer

                                       46
<PAGE>
                               INDEX TO EXHIBITS


         EXHIBIT
          NUMBER                   DESCRIPTION OF EXHIBITS
         -------                   -----------------------

         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)



<PAGE>


          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)

          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)



<PAGE>


          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)


<PAGE>


          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)

          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)



<PAGE>


          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)


<PAGE>


          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)

          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)


<PAGE>


          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)


<PAGE>


          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)



<PAGE>


          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)



<PAGE>


          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)



<PAGE>


          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)

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

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

          10.120    Third Amendment to Credit and Security Agreement effective
                    January 31, 2001, between Crescent Real Estate Equities
                    Limited Partnership and Crescent Operating, Inc. relating to
                    $9.0 million Credit and Security Agreement effective
                    September 21, 1998 (filed as Exhibit 10.120 to March 31,
                    2001 Form 10-Q and incorporated by reference herein)

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

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

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

          10.124    Fourth Amendment to Credit and Security Agreement effective
                    February 15, 2001, between Crescent Real Estate Equities
                    Limited Partnership and Crescent Operating, Inc. relating to
                    $9.0 million Credit and Security Agreement effective
                    September 21, 1998 (filed as Exhibit 10.124 to March 31,
                    2001 Form 10-Q and incorporated by reference herein)

          10.125    Sixth Amendment to Line of Credit Credit and Security
                    Agreement effective February 15, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,



<PAGE>


                    Inc. relating to Line of Credit Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.125 to
                    March 31, 2001 Form 10-Q and incorporated by reference
                    herein)

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

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

          10.128    Fifth Amendment to Credit and Security Agreement effective
                    March 5, 2001, between Crescent Real Estate Equities Limited
                    Partnership and Crescent Operating, Inc. relating to $9.0
                    million Credit and Security Agreement effective September
                    21, 1998 (filed as Exhibit 10.128 to March 31, 2001 Form
                    10-Q and incorporated by reference herein)

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

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

          10.131    Management Rights Agreement dated as of February 6, 2001, by
                    and among Crescent Operating, Inc., Crescent Machinery
                    Company, Crescent Machinery Company, LP, and SunTX Capital
                    Management Corp. (filed as Exhibit 10.131 to June 30, 2001
                    Form 10-Q and incorporated by reference herein)

          10.132    Fifth Amendment to Credit and Security Agreement effective
                    June 28, 2001, between Crescent Real Estate Equities Limited
                    Partnership and Crescent Operating, Inc. relating to $19.5
                    million Credit and Security Agreement effective March 11,
                    1999 (filed as Exhibit 10.132 to the Company's December 31,
                    2001 Form 10-K ("December 31, 2001 Form 10-K") and
                    incorporated by reference herein)

          10.133    Sixth Amendment to Credit and Security Agreement effective
                    June 28, 2001, between Crescent Real Estate Equities Limited
                    Partnership and Crescent Operating, Inc. relating to $9.0
                    million Credit and Security Agreement effective September
                    21, 1998 (filed as Exhibit 10.133 to December 31, 2001 Form
                    10-K and incorporated by reference herein)

          10.134    Eighth Amendment to Line of Credit Credit and Security
                    Agreement effective June 28, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,
                    Inc. relating to Line of Credit Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.134
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.135    Eighth Amendment to Amended and Restated Credit and Security
                    Agreement effective June 28, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,
                    Inc. relating to Amended and Restated Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.135
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.136    Sixth Amendment to Credit and Security Agreement effective
                    October 31, 2001, between Crescent Real Estate Equities
                    Limited Partnership and Crescent Operating, Inc. relating to
                    $19.5 million Credit and Security Agreement effective March
                    11, 1999 (filed as Exhibit 10.136 to December 31, 2001 Form
                    10-K and incorporated by reference herein)

          10.137    Seventh Amendment to Credit and Security Agreement effective
                    October 31, 2001, between Crescent Real Estate Equities
                    Limited Partnership and Crescent Operating, Inc. relating to
                    $9.0 million Credit and Security Agreement effective
                    September 21, 1998 (filed as Exhibit 10.137 to December 31,
                    2001 Form 10-K and incorporated by reference herein)


<PAGE>
          10.138    Ninth Amendment to Line of Credit Credit and Security
                    Agreement effective October 31, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,
                    Inc. relating to Line of Credit Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.138
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.139    Ninth Amendment to Amended and Restated Credit and Security
                    Agreement effective October 31, 2001, between Crescent Real
                    Estate Equities Limited Partnership and Crescent Operating,
                    Inc. relating to Amended and Restated Credit and Security
                    Agreement effective May 21, 1997 (filed as Exhibit 10.139
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.140    Agreement for the Purchase and Sale of Assets and Stock
                    dated June 28, 2001 by and among Crescent Real Estate
                    Equities Limited Partnership and Crescent Operating, Inc.,
                    Rosestar Management LLC, Canyon Ranch Leasing, L.L.C., Wine
                    Country Hotel, LLC, Rosestar Southwest, LLC, COI Hotel
                    Group, Inc. and COPI Colorado, LP (filed as Annex A to Proxy
                    Statement for 2001 Annual Meeting of Shareholders and
                    incorporated by reference herein)

          10.141    Amended and Restated Securities Purchase Agreement, made and
                    entered into as of June 28, 2001, amended and restated as of
                    October 31, 2001 by and among Crescent Machinery Company,
                    L.P., Crescent Machinery Holdings, L.P., CMC GP, LLC,
                    Crescent Machinery Company, Crescent Operating, Inc., COPI
                    Colorado, LP, CRE Equipment Holdings, LLC, Crescent Real
                    Estate Equities Limited Partnership, and SunTX CMLP, Inc.
                    (filed as Annex E to Proxy Statement for 2001 Annual Meeting
                    of Shareholders and incorporated by reference herein)

          10.142    Third Amendment to Credit Agreement effective as of August
                    27, 2001, among Crescent Operating, Inc., Bank of America,
                    N.A. (formerly NationsBank, N.A.), and the Support Parties
                    identified therein (filed as Exhibit 10.142 to December 31,
                    2001 Form 10-K and incorporated by reference herein)

          10.143    Fourth Amendment to Credit Agreement effective as of
                    November 27, 2001, among Crescent Operating, Inc., Bank of
                    America, N.A. (formerly NationsBank, N.A.), and the Support
                    Parties identified therein, together with related $15.0
                    million promissory note (filed as Exhibit 10.143 to December
                    31, 2001 Form 10-K and incorporated by reference herein)

          10.144    Fifth Amendment to Credit Agreement effective as of December
                    31, 2001, among Crescent Operating, Inc., Bank of America,
                    N.A. (formerly NationsBank, N.A.), and the Support Parties
                    identified therein, together with related $15.0 million
                    promissory note, modified and extended as of December 31,
                    2001 (filed as Exhibit 10.144 to December 31, 2001 Form 10-K
                    and incorporated by reference herein)

          10.145    Assignment/Pledge (Security Agreement) effective as of
                    December 31, 2001 by Crescent Operating to Bank of America,
                    N.A. (formerly NationsBank, N.A.) (filed as Exhibit 10.145
                    to December 31, 2001 Form 10-K and incorporated by
                    reference herein)

          10.146    Settlement Agreement dated as of February 14, 2002, by and
                    among Crescent Real Estate Equities Limited Partnership,
                    Crescent Real Estate Equities Company and Crescent
                    Operating, Inc., Rosestar Management LLC, Canyon Ranch
                    Leasing, L.L.C., Wine Country Hotel, LLC, Rosestar
                    Southwest, LLC and COI Hotel Group, Inc. (filed as Exhibit
                    2.1 to the Company's Current Report on Form 8-K filed March
                    1, 2002, and incorporated by reference herein)



<PAGE>
          10.147    Promissory Note, dated as of February 14, 2002, executed
                    by Crescent Operating, Inc. and payable to Crescent Real
                    Estate Equities Limited Partnership in the amount of
                    $8,575,000.00 (filed as Exhibit 2.2 to the Company's
                    Current Report on Form 8-K filed March 1, 2002, and
                    incorporated by reference herein)