<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

   
                                   FORM 10-K/A

                                Amendment No. 1
    


               FOR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997.

                                       OR

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

                         Commission file number 1-13038

                     CRESCENT REAL ESTATE EQUITIES COMPANY                    
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                 <C>
                 TEXAS                                           52-1862813
-------------------------------------------         ------------------------------------------
(State or other jurisdiction of incorporation       (I.R.S. Employer Identification Number)
or organization)
</TABLE>
             777 Main Street, Suite 2100, Fort Worth, Texas  76102
--------------------------------------------------------------------------------
               (Address of principal executive offices)(Zip code)

       Registrant's telephone number, including area code (817) 877-0477

Securities registered pursuant to Section 12(b) of the Act:
   
<TABLE>
<S>                                                            <C>
                                                               Name of Each Exchange
Title of each class:                                           on Which Registered:  
--------------------                                           ---------------------

Common Shares of Beneficial Interest 
par value $.01 per share                                   New York Stock Exchange, Inc.

6 3/4% Series A Convertible Cumulative
   Preferred Shares of Beneficial Interest
   par value $.01 per share                                New York Stock Exchange, Inc. 
</TABLE>
    
--------------------------------------------------------------------------------

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 twelve (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 ninety (90) days.

                     YES      X                NO
                        ---------------          ---------------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

   
As of May 8, 1998, the aggregate market value of the 113,838,829 Common
Shares and 8,000,000 Preferred Shares held by non-affiliates of the registrant
was approximately $4.2 billion, based upon the closing price of $35 9/16 for
Common Shares and 24 15/16 for Preferred Shares on the New York Stock Exchange.
    

   
Number of Common Shares outstanding as of May 8, 1998:  113,838,829
    

   
Number of Preferred Shares outstanding as of May 8, 1998:  8,000,000
    

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement to be filed with the Securities and Exchange
Commission for Registrant's 1997 Annual Meeting of Shareholders to be held in
June 1998 are incorporated by reference into Part III.
<PAGE>   2
         The Form 10-K of Crescent Real Estate Equities Company (the "Company")
for the year ended December 31, 1997 is being amended to (i) amend the cover
page to reflect certain additional and updated information relating to the
Company's equity, (ii) amend and restate in its entirety Item 7. Management's
Discussion and Analysis of Financial Condition and Historical Results of
Operations to include certain additional information and to correct certain
typographical errors, (iii) to amend and restate Item 14. Exhibits, Financial
Statement Schedules, and Reports on Form 8-K to change the manner of
presentation of the information contained therein, to include an exhibit, to
amend and restate Exhibit 27.01 to correct certain typographical errors therein,
and to amend and restate the list of exhibits to reflect such changes and
correct certain typographical errors, and (iv) to amend and restate the Exhibit
Index to reflect the amendment and restatement of Exhibit 27.01 to correct
certain typographical errors therein, the inclusion of an exhibit in this Form
10-K/A, and the correction of certain typographical errors in the Exhibit Index.
<PAGE>   3
   
    

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        HISTORICAL RESULTS OF OPERATIONS

OVERVIEW

         The following discussion should be read in conjunction with the
"Selected Financial Data" and the financial statements and notes thereto,
appearing elsewhere in this report. Historical results and percentage
relationships set forth in "Selected Financial Data", the "Financial Statements
and Supplementary Data" and this section should not be taken as indicative of
future operations of the Company.

COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996

         Total revenues increased $238.5 million, or 114.2%, to $447.4 million
for the year ended December 31, 1997, as compared to $208.9 million for the year
ended December 31, 1996. The increase in Office and Retail Property revenues of
$181.1 million is primarily attributable to: a) the acquisition of 26 Office
Properties and one Retail Property during 1997, which resulted in $79.5 million
of incremental revenues; b) the fact that 23 Office Properties and four Retail
Properties acquired during 1996 contributed revenues for a full year in 1997 as
compared to a partial year in 1996, which resulted in $91.6 million of
incremental revenues; and c) an increase in Office and Retail Property revenues
of $10.0 million from the 32 Office and Retail Properties owned prior to January
1, 1996, which is primarily due to rental rate increases at these Properties.
The increase in Hotel Property revenues of $17.5 million is primarily
attributable to: a) the acquisition of two Hotel Properties during 1997, which
resulted in $2.1 million of incremental revenues; b) the fact that three Hotel
Properties acquired during 1996 contributed revenues for a full year in 1997 as
compared to a partial year in 1996, which resulted in $14.5 million of
incremental revenues; and c) an increase in Hotel Property revenues of $.9
million from the three Hotel Properties owned prior to January 1, 1996. The
increase in Behavioral Healthcare Facilities revenues of $29.8 million is
attributable to the acquisition of the facilities in June 1997. The increase in
interest and other income of $10.1 million for the year ended December 31, 1997,
is primarily attributable to: a) the $127.8 million increase in notes receivable
primarily as a result of the acquisition of certain notes included in the
Carter-Crowley Portfolio, loans to Crescent Operating, Inc. ("COI"), loans to
Desert Mountain Properties Limited Partnership ("DMPLP") and the acquisition of
a note receivable secured by a hotel property; and b) interest earned on
available cash from the April 1997 Offering (as defined below).


                                     

                                       1
<PAGE>   4


         Total expenses increased $171.3 million, or 103.9%, to $336.1 million
for the year ended December 31, 1997, as compared to $164.8 million for the year
ended December 31, 1996. The increase in rental property operating expenses of
$85.1 million is primarily attributable to: a) the acquisition of 26 Office
Properties and one Retail Property during 1997, which resulted in $38.3 million
of incremental expenses; b) the fact that 23 Office Properties and four Retail
Properties acquired during 1996 contributed expenses for a full year in 1997 as
compared to a partial year in 1996, which resulted in $40.8 million of
incremental expenses; and c) an increase in expenses of $5.5 million from the 32
Office and Retail Properties owned prior to January 1, 1996. Depreciation and
amortization expense increased $33.9 million due primarily to the acquisitions
of Office and Retail Properties, Hotel Properties and Behavioral Healthcare
Facilities. The increase in interest expense of $43.5 million is primarily
attributable to: (i) $6.9 million of interest payable under LaSalle Note III,
which was assumed in the acquisition of the Greenway Plaza Portfolio in October
1996; (ii) $.8 million of interest payable to Nomura Asset Capital Corporation
under the Nomura Funding VI Note, which was assumed in December 1996; (iii) $2.0
million of interest payable under the financing arrangement with Northwestern
Mutual Life Insurance Company, which was in place as of December 1996; (iv) $1.0
million of interest payable under LaSalle Note II secured by the Funding II
properties; (v) $10.0 million of interest payable under various short-term notes
with BankBoston, N.A. ("BankBoston") with principal amounts ranging between $150
million and $235 million, which were entered into from June through December 
1997; (vi) $14.0 million of incremental interest payable due to draws under the
Credit Facility (average balance outstanding for the year ended December 31,
1997 and 1996 was $216.8 million and $64.3 million, respectively); (vii) $7.7
million of interest payable under the Notes due 2002 and Notes due 2007, which
were issued in a private offering in September 1997 (the "September 1997 Notes
Offering"); and (viii) $1.1 million of interest payable under the Chase
Manhattan Note, which was assumed in the acquisition of Fountain Place in
November 1997. All of 



                                       2
<PAGE>   5


these financing arrangements (the terms of which are described in more detail
below under "Liquidity and Capital Resources"), were used to fund acquisitions.
The increase in corporate general and administrative expense of $8.2 million is
primarily attributable to incremental costs associated with the operation of the
Company as a result of the acquisition of additional Properties and to incentive
compensation paid to the Company's executive officers.

COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995

         Total revenues increased $78.9 million, or 60.7%, to $208.9 million for
the year ended December 31, 1996, as compared to $130.0 million for the year
ended December 31, 1995. The increase in Office and Retail Property revenues of
$66.8 million is primarily attributable to: a) the acquisition of 23 Office
Properties and four Retail Properties during 1996, which resulted in $32.8
million of incremental revenues; and b) the fact that 20 Office Properties
acquired during 1995 contributed revenues for a full year in 1996 as compared to
a partial year in 1995, which resulted in $34.9 million of incremental revenue.
This increase reflects a $.9 million decrease in revenues from the Office and
Retail Properties owned as of January 1, 1995. The increase in Hotel Property
revenues of $11.7 million is primarily attributable to: a) the acquisition of
three Hotel Properties in 1996, which resulted in $2.7 million of incremental
revenues; and b) the fact that three Hotel Properties acquired during 1995
contributed revenues for a full year in 1996 as compared to a partial year in
1995, which resulted in $9.1 million of incremental revenues.

         Total expenses increased $65.7 million, or 66.3%, to $164.8 million
for the year ended December 31, 1996, as compared to $99.1 million for the year
ended December 31, 1995. The increase in rental property operating expenses of
$27.9 million is primarily attributable to: a) the acquisition of 23 Office
Properties and four Retail Properties during 1996, which resulted in $13.9
million of incremental expenses; and b) the fact that 20 Office Properties
acquired during 1995 contributed expenses for a full year in 1996 as compared to
a partial year in 1995, which resulted in $14.1 million of incremental expenses.
This increase reflects a $.2 million decrease in expenses from the Office and
Retail Properties owned as of January 1, 1995. Depreciation and amortization
expense increased $12.5 million, primarily due to the acquisitions of Office,
Retail and Hotel Properties during 1996 and 1995. The increase in interest
expense of $24.1 million is primarily attributable to $27.1 million of interest
payable under the terms of the three new long-term financing arrangements
entered into from August 1995 through March 1996, proceeds of which were used to
repay the Credit Facility and to fund property acquisitions in 1995 and 1996,
and $2.1 million of interest payable under LaSalle Note III, which was assumed
in the acquisition of the Greenway Plaza Portfolio in October 1996. This
increase reflects a $5.1 million decrease in interest expense under the Credit
Facility, primarily due to a lower average outstanding balance throughout the
year. The increase in corporate general and administrative expenses of $.9
million is primarily attributable to incremental costs associated with the
operations of the Company as a result of acquisitions of additional Properties.


LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalents were $66.6 million and $25.6 million at
December 31, 1997 and December 31, 1996, respectively. The increase is
attributable to $2,123.7 million and $211.7 million of cash provided by
financing and operating activities, respectively, offset by $2,294.4 million
used in investing activities. The Company's inflow of cash provided by financing
activities is primarily attributable to proceeds received from offerings of
common shares ($1,345.3 million), net borrowings under the Credit Facility
($310.0 million), net borrowings under the short-term BankBoston notes ($191.9
million) and proceeds from the September 1997 Notes Offering ($400.0 million).
The inflow of cash provided by financing activities was partially offset by the
distributions paid to shareholders and unitholders ($140.8 million) and the
distribution of COI shares to shareholders and unitholders ($11.9 million). The
inflow of cash from operating activities is primarily attributable to: (i)
Property operations, and (ii) an increase in accounts payable which is primarily
attributable to 1997 acquisitions. The inflow of cash from operating activities
was partially offset by an increase in other assets and deferred rent receivable
($52.4 million). The Company utilized $2,294.4 million of cash inflow primarily
in the following investing activities: (i) the acquisition of 26 Office
Properties, one Retail Property, two Hotel Properties and 90 Behavioral
Healthcare Facilities ($1,532.7 million); (ii) additional investments in
Residential Development Corporations ($270.2 million) primarily attributable to
Desert Mountain Development Corporation ($214.0 million) and Woodlands Land
Development Company, L.P. ($41.2 million); (iii) investments in unconsolidated
companies ($278.0 million) primarily attributable to Woodland Commercial
Properties Company, L.P. ($38.6 million), 



                                       3
<PAGE>   6
the Refrigerated Warehouse Investment ($160 million), Bank One Center ($41.5
million) and DBL Holding, Inc. ($12.6 million); (iv) notes receivable ($127.8
million) primarily attributable to loans included in the Carter-Crowley
Portfolio ($58.4 million), a loan to DMPLP ($17.6 million), loans made to COI
($42.1 million), and the acquisition of a note receivable secured by a hotel
property ($7.1 million); (v) capital expenditures for rental properties ($22.0
million), primarily attributable to building improvements for the Office and
Retail Properties, and replacement of furniture, fixtures and equipment for the
Hotel Properties; and (vi) recurring and non-recurring tenant improvement and
leasing costs for the Office and Retail Properties ($53.9 million).

         On February 14, 1997, the Company filed a shelf registration (the
"February Shelf Registration Statement") with the Securities and Exchange
Commission ("SEC") for an aggregate of $1.2 billion of common shares, preferred
shares and warrants exercisable for common shares. An aggregate of $1,184.0
million of common shares have been issued under the registration statement. Net
proceeds from the offerings of these securities were used as described below.

         On April 28, 1997, the Company completed an offering (the "April 1997
Offering") of 24,150,000 common shares (including the underwriters'
overallotment option) at $25.375 per share under the February Shelf Registration
Statement. Net proceeds to the Company from the April 1997 Offering after
underwriting discount of $29.2 million and other offering costs of $3.0 million
were $580.6 million. On May 14, 1997, the Company completed an additional
offering of 500,000 common shares under the February Shelf Registration
Statement to several underwriters who participated in the April 1997 Offering.
The common shares were sold at $25.875 per share, with gross and net proceeds of
$12.9 million (collectively, the "Offerings").

         In the second quarter of 1997, the Company used net proceeds of $593.5
million from the Offerings and $314.7 million from borrowings under the Credit
Facility and $160.0 million of short-term borrowings from BankBoston (i) to fund
$30.0 million in connection with the formation and capitalization of COI; (ii)
to repay the $150.0 million BankBoston short-term note payable; (iii) to reduce
by $131.0 million borrowings under the Credit Facility; (iv) to fund $306.3
million of the purchase price of the Carter-Crowley Portfolio acquired by the
Company; (v) to fund the $419.7 million commitment of the Company and COI
relating to the acquisition of the Behavioral Healthcare Facilities; and (vi) to
fund $31.2 million for working capital purposes.

         On August 12, 1997, the Company entered into two transactions with
affiliates of Union Bank of Switzerland ("UBS"). In one transaction, pursuant to
which the Company obtained additional equity capital through the issuance of
common shares, the Company sold 4,700,000 common shares at $31.5625 per share to
UBS Securities, LLC for $148.3 million ($145.0 million of net proceeds) ("UBS
Offering") under the February Shelf Registration Statement. The net proceeds to
the Company from the UBS Offering were used to repay borrowings under the Credit
Facility. In the other transaction, which will permit the Company to benefit
from any increases in the market price of its common shares, the Company entered
into a forward share purchase agreement with Union Bank of Switzerland, London
Branch ("UBS-LB") which provides that the Company will purchase 4,700,000 common
shares from UBS-LB within one year. The purchase price will be determined on the
date the Company settles the agreement and will include a forward accretion
component, minus an adjustment for the Company's distribution rate. The Company
may complete, at its option, the settlement in cash or common shares. 

         On September 22, 1997, the Operating Partnership completed the
September 1997 Notes Offering, which was a private offering of unsecured notes
in an aggregate principal amount of $400.0 million ($394.8 million of net
proceeds), the Notes due 2002 and the Notes due 2007.  The net proceeds of the
September 1997 Notes Offering were used to fund $327.6 million of the purchase
price for Houston Center, to repay $50.0 million of borrowings under the Credit
Facility, to fund $10.0 million of the purchase price of Miami Center and to
repay $7.2 million of short-term indebtedness.

         In September 1997, the Company's Notes due 2002 and the Notes due 2007 
were assigned a rating of Baa3 from Moody's Investors Service, Inc.

         On October 8, 1997, the Company completed an offering (the "October
1997 Offering") of 10,000,000 common shares at $39.00 per share under the
February Shelf Registration Statement. Net proceeds to the Company from the
October 1997 Offering after underwriting discount of $19.9 million and other
offering costs of $1.6 million were 




                                       4
<PAGE>   7
$368.5 million. The net proceeds were used to repay $323.5 million of borrowings
under the Credit Facility and to fund $45.0 million of the purchase price of the
U.S. Home Building.

     On October 29, 1997, the Company filed a shelf registration statement (the
"October Shelf Registration Statement") with the SEC for an aggregate of $1.5
billion of common shares, preferred shares and warrants exercisable for common
shares. As of March 25, 1998, the Company has issued $424.0 million of
securities under the October Shelf Registration Statement, as described below.
Any securities issued in the future under the October Shelf Registration
Statement may be offered from time to time in amounts, at prices, and on terms
to be determined at the time of the offering. Management believes the October
Shelf Registration Statement will provide the Company with more efficient and
immediate access to the capital markets at such time as it is considered
appropriate. Net proceeds from any future offering of these securities are
expected to be used for general business purposes, including the acquisition and
development of additional properties and other acquisition transactions, the
payment of certain outstanding debt and improvements to certain properties in
the Company's portfolio.

     On December 12, 1997 the Company entered into two transactions with Merrill
Lynch International. In one transaction, pursuant to which the Company obtained
additional equity capital through the issuance of common shares, the Company
sold 5,375,000 common shares at $38.125 per share under the October Shelf
Registration Statement to Merrill Lynch International for $204.9 million ($199.9
million in net proceeds) (the "Merrill Lynch Offering"). The net proceeds to the
Company from the Merrill Lynch Offering were used to repay borrowings under the
Credit Facility. In the other transaction, which will permit the Company to
benefit from any increases in the market price of its common shares, the Company
entered into a swap agreement (the "Swap Agreement") with Merrill Lynch
International relating to 5,375,000 common shares (the "Settlement Shares"),
pursuant to which Merrill Lynch International will sell, as directed by the
Company on or before December 12, 1998, a sufficient number of common shares to
achieve net sales proceeds equal to the market value of the Settlement Shares on
December 12, 1997, plus a forward accretion component, minus an adjustment for
the Company's distribution rate. The precise number of common shares that will
be required to be sold pursuant to the Swap Agreement will depend primarily on
the market price of the common shares at the time of settlement. The common
shares required to be sold by Merrill Lynch International pursuant to the Swap
Agreement are expected to be the same common shares initially issued by the
Company (although Merrill Lynch International, at its option, may substitute
other common shares that it holds). If, however, as a result of a decrease in
the market price of the common shares, the number of common shares required to
be sold is greater than the number of Settlement Shares, the Company will
deliver additional common shares to Merrill Lynch International. In contrast, if
such number of common shares is less than the number of Settlement Shares, as a
result of an increase in the market price of the common shares, Merrill Lynch
International will deliver common shares or, at the option of the Company, cash
to the Company. On February 20, 1998, the Company issued an additional 525,000
common shares to Merrill Lynch International under the October Shelf
Registration Statement as a result of the decline in market price of the common
shares from the date of issuance on December 12, 1997 through February 12, 1998.

     On February 19, 1998, the Company completed an offering (the "February 1998
Preferred Offering") of 8,000,000 6-3/4% Series A convertible cumulative
preferred shares (the "Series A Preferred Shares") with a liquidation preference
of $25.00 per share under the October Shelf Registration Statement. Series A
Preferred Shares are convertible at any time, in whole or in part, at the option
of the holders thereof into common shares of the Company at a conversion price
of $40.86 per common share (equivalent to a conversion rate of .6119 common
shares per Series A Preferred Share), subject to adjustment in certain
circumstances. Net proceeds to the Company from the February 1998 Preferred
Offering after underwriting discount of $8.0 million and other offering costs of
$.8 million were $191.3 million. The net proceeds from the February 1998
Preferred Offering were used to repay borrowings under the Credit Facility.

   
     As of March 25, 1998, with the exception of the Station transaction, the
Company had no commitments for material capital expenditures. The Company
principally expects to fund the approximately $1.745 billion required to
consummate the Merger with Station through the issuance of common shares and a
new series of preferred shares with a value of approximately $700 million, the
assumption of approximately $541 million of Station's outstanding debt, the
refinancing of approximately $378 million of Station's outstanding debt and the
incurrence of approximately $126 million in additional debt primarily related
to transaction costs. There are currently no definitive agreements or
arrangements relating to refinancing or obtaining any such debt.
    

                                       5
<PAGE>   8
         The significant terms of the Company's primary debt financing
arrangements are shown below (dollars in thousands):

<TABLE>
<CAPTION>
                                                            INTEREST                                   BALANCE
                                                              RATE                                   OUTSTANDING
       DESCRIPTION                        MAXIMUM              AT            EXPIRATION                   AT
                                         BORROWINGS         12/31/97            DATE                   12/31/97
----------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>           <C>                      <C>       
Secured Fixed Rate Debt:
 LaSalle Note I(1)                       $  239,000           7.83%           August 2027            $  239,000
 LaSalle Note II(2)                         161,000           7.79%            March 2028               161,000
 CIGNA Note (3)                              63,500           7.47%          December 2002               63,500
 Metropolitan Life Note II (4)               45,000           6.93%          December 2002               45,000
 Northwestern Life Note (5)                  26,000           7.66%           January 2003               26,000
 Metropolitan Life Note I(6)(7)              12,109           8.88%          September 2001              12,109
 Nomura Funding VI Note(7)(8)                 8,691          10.07%            July 2020                  8,692
 Rigney Promissory Note (9)                     800           8.50%          November 2012                  800
                                         ----------           ----                                   ----------
     Subtotal/Weighted Average           $  556,100           7.75%                                  $  556,101
                                         ==========           ====                                   ==========
Secured Variable Rate Debt:
 LaSalle Note III (7) (10)               $  115,000           8.07%            July 1999             $  115,000
 Chase Manhattan Note (11)                   97,123           7.44%          September 2001              97,123
                                         ----------           ----                                   ----------
     Subtotal/Weighted Average           $  212,123           7.78%                                  $  212,123
                                         ==========           ====                                   ==========
Unsecured Fixed Rate Debt:
 Notes due 2007 (12)                     $  250,000           7.13%          September 2007          $  250,000
 Notes due 2002 (12)                        150,000           6.63%          September 2002             150,000
                                         ----------           ----                                   ----------
     Subtotal/Weighted Average           $  400,000           6.94%                                  $  400,000
                                         ==========           ====                                   ==========
Unsecured Variable Rate Debt:
 Line of Credit (13)                     $  550,000           7.14%            June 2000             $  350,000
 BankBoston Bridge Loan(14)                 150,000           7.14%          March 1998(16)              91,900
 BankBoston Note II (14)                    100,000           7.14%           August 1998               100,000
                                         ----------           ----                                   ----------
     Subtotal/Weighted Average           $  800,000           7.14%                                  $  541,900
                                         ----------           ----                                   ----------
TOTAL/WEIGHTED AVERAGE                   $1,968,223           7.37%                                  $1,710,124
                                         ==========           ====                                   ==========
</TABLE>

NOTES:

(1)  The note has a seven-year period during which only interest is payable
     (through August 2002), followed by principal amortization based on a
     25-year amortization schedule through maturity. At the end of 12 years
     (August 2007), the interest rate increases, and the Company is required to
     remit, in addition to the monthly debt service payment, excess property
     cash flow, as defined, to be applied first against principal until the note
     is paid in full and thereafter, against accrued excess interest, as
     defined. It is the Company's intention to repay the note in full at such
     time (August 2007) by making a final payment of approximately $220 million.
     LaSalle Note I is secured by Properties owned by Funding I (See Note 1 to
     Item 8. Financial Statements and Supplementary Data). The note agreement
     prohibits Funding I from engaging in certain activities, including
     incurring liens on the Properties securing the note, pledging the
     Properties securing the note, incurring other indebtedness (except as
     specifically permitted in the note agreement), canceling a material claim
     or debt owed to it, entering into an affiliate transaction (except as
     specifically permitted in the note agreement), distributing funds derived
     from operation of the Properties securing the note (except as specifically
     permitted in the note agreement), or creating easements with respect to the
     Properties securing the note.

(2)  The note has a seven-year period during which only interest is payable
     (through March 2003), followed by principal amortization based on a 25-year
     amortization schedule through maturity. At the end of 10 years (March
     2006), the interest rate increases, and the Company is required to remit,
     in addition to the monthly debt service payment, excess property cash flow,
     as defined, to be applied first against principal until the note is paid in
     full and thereafter, against accrued excess interest, as defined. It is the
     Company's intention to repay the note in full at such time (March 2006) by
     making a final payment of approximately $154 million. LaSalle Note II is
     secured by Properties owned by Funding II (See Note 1 to Item 8. Financial
     Statements and Supplementary Data). The note agreement prohibits Funding II
     from engaging in certain activities, including incurring liens on the
     Properties securing the note, pledging the Properties securing the note,
     incurring other indebtedness (except as specifically permitted in the note
     agreement), canceling a material claim or debt owed to it, entering into an
     affiliate transaction (except as specifically permitted in the note
     agreement), distributing funds derived from operation of the Properties
     securing the note (except as specifically permitted in the note agreement),
     or creating easements with respect to the Properties securing the note.

(3)  The note requires payments of interest only during its term. The CIGNA Note
     is secured by the MCI Tower and Denver Marriott City Center properties. The
     note agreement has no negative covenants.

(4)  The note requires monthly payments of principal and interest based on a
     25-year amortization schedule through maturity, at which time the
     outstanding principal balance is due and payable. The Metropolitan Life
     Note II is secured by Energy Centre. The note agreement requires the
     Company to maintain compliance with a number of customary covenants,
     including maintaining the Property that secures the note and not creating
     any lien with respect to or otherwise encumbering such Property.



                                       6
<PAGE>   9



(5)  The note requires payments of interest only during its term. The
     Northwestern Life Note is secured by the 301 Congress Avenue Property. The
     note agreement requires the Company to maintain compliance with a number of
     customary covenants, including maintaining the Property that secures the
     note and not creating any lien with respect to or otherwise encumbering
     such Property.

(6)  The note requires monthly payments of principal and interest based on
     20-year amortization schedule through maturity, at which time the
     outstanding principal balance is due and payable. The Metropolitan Note I
     is secured by five of The Woodlands Office Properties. The note agreement
     has no negative covenants.

(7)  The note was assumed in connection with an acquisition and was not
     subsequently retired by the Company because of prepayment penalties.

(8)  Under the terms of the note, principal and interest are payable based on a
     25-year amortization schedule. In July 1998, the Company may defease the
     note by purchasing Treasury obligations to pay the note without penalty.
     The Nomura Funding VI Note is secured by Canyon Ranch-Lenox, the Property
     owned by Funding VI (see Note 1 to Item 8. Financial Statements and
     Supplementary Data). In July of 2010, the interest rate due under the note
     will change to a 10-year Treasury yield plus 500 basis points or, if the
     Company so elects, it may repay the note without penalty. The note
     agreement requires Funding VI to maintain compliance with a number of
     customary covenants, including a debt service coverage ratio for the
     Property that secures the note, a restriction on the ability to transfer or
     encumber the Property that secures the note, and covenants related to
     maintaining its single purpose nature, including restrictions on ownership
     by Funding VI of assets other than the Property that secures the note,
     restrictions on the ability to incur indebtedness and make loans and
     restrictions on operations.

(9)  The note requires quarterly payments of principal and interest based on a
     15-year amortization schedule through maturity, at which time the
     outstanding principal balance is due and payable. The Rigney Promissory
     Note is secured by a parcel of land owned by the Company and located across
     from an Office Property. The note agreement has no negative covenants.

(10) The note bears interest at the rate for 30-day LIBOR plus a weighted
     average rate of 2.135% (subject to a rate cap of 10%), and requires
     payments of interest only during its term. The LaSalle Note III is secured
     by the Properties owned by Funding III, IV, and V (see Note 1 to Item 8.
     Financial Statements and Supplementary Data). The note agreement prohibits
     Fundings III, IV and V from engaging in certain activities, including using
     the Properties securing the note in certain ways, imposing any
     restrictions, agreements or covenants that run with the land upon the
     Properties securing the note, incurring additional indebtedness (except as
     specifically permitted in the note agreement), canceling or releasing a
     material claim or debt owed to it, or distributing funds derived from
     operation of the Properties securing the note (except as specifically
     permitted in the note agreement).

(11) The note bears interest at the rate for 30-day LIBOR plus 175 basis points
     and requires payment of interest only during its term. The Chase Manhattan
     Note is secured by Fountain Place. The note agreement has no negative
     covenants.

(12) The notes are unsecured and require payments of interest only during their
     terms. The interest rates on the notes are subject to temporary increase by
     50 basis points in the event that a registered offer to exchange the notes
     for the notes of the Company with terms identical in all material respects
     to the notes is not consummated or a shelf registration statement with
     respect to the resale of the notes is not declared effective by the
     Commission on or before March 21, 1998. The interest rates on the notes
     will increase by 50 basis points temporarily, since the exchange offer was
     not completed by March 21, 1998. The Company anticipates that the interest
     rates will return to the original rates during the second quarter of 1998.
     The interest rates on the notes also is subject to temporary or permanent
     increase by 37.5 basis points in the event that, within the period from
     September 22, 1997 to September 22, 1998, such notes are not assigned, or
     do not retain, an investment grade rating (as defined in the notes) by
     specified rating agencies. These adjustments may apply simultaneously. The
     indenture requires the Company to maintain compliance with a number of
     customary financial and other covenants on an ongoing basis, including
     leverage ratios and debt service coverage ratios, limitations on the
     incurrence of additional indebtedness and maintaining the Company's
     Properties.

(13) The Credit Facility is unsecured with an interest rate of the Eurodollar
     rate plus 120 basis points. The Credit Facility requires the Company to
     maintain compliance with a number of customary financial and other
     covenants on an ongoing basis, including leverage ratios based on book
     value and debt service coverage ratios, limitations on additional secured
     and total indebtedness and distributions, limitations on additional
     investments and the incurrence of additional liens, restrictions on real
     estate development activity and a minimum net worth requirement.

(14) The note is unsecured with an interest rate of the Eurodollar rate plus 120
     basis points. The note requires payments of the interest only during its
     term. The note agreement has no negative covenants.

(15) The maximum borrowings under the BankBoston Bridge Loan were increased to
     $250 million subsequent to December 31, 1997.

(16) The Company has a commitment with BankBoston to extend the term to May 31,
     1998 with the same interest rate.


         The combined aggregate principal amounts either at maturity or in the
form of scheduled principal installments due pursuant to borrowings under the
Credit Facility and other indebtedness of the Company are as follows:

   
<TABLE>
<CAPTION>
                                                                        (In thousands)
<S>                                                                        <C>     
      1998....................................................             $193,038
      1999....................................................              116,223
      2000....................................................              351,322
      2001....................................................              109,149
      2002....................................................              215,619
      Thereafter..............................................              724,773
</TABLE>
    

   

     Based on the Company's total market capitalization of $6.9 billion at
December 31, 1997 (at a $39.375 share price, which was the closing price of the
common share on the NYSE on December 31, 1997, and including the full conversion
of all units of minority interest in the Operating Partnership plus total
indebtedness), the Company's debt represented 25% of its total market
capitalization. The Company intends to maintain a flexible and conservative
capital structure with total debt targeted at approximately 40% of total market
capitalization.

    



                                       7
<PAGE>   10




     The Company intends to maintain its qualification as a REIT under the Code.
As a REIT, the Company will generally not be subject to corporate federal income
taxes as long as it satisfies certain technical requirements of the Code,
including the requirement to distribute at least 95% of its taxable income to
its shareholders.

     The Company expects to meet its short-term liquidity requirements primarily
through cash flow provided by operating activities, which the Company believes
will be adequate to fund normal recurring operating expenses, debt service
requirements, recurring capital expenditures and distributions to shareholders
and unitholders. To the extent the Company's cash flow from operating activities
is not sufficient to finance non-recurring capital expenditures or investment
property acquisition costs, the Company expects to finance such activities with
proceeds from the Credit Facility, available cash reserves and other debt and
equity financing.

     The Company expects to meet its long-term liquidity requirements,
consisting primarily of maturities under the Company's fixed and variable rate
debt, through long-term secured and unsecured borrowings and the issuance of
debt securities and/or additional equity securities of the Company.

FUNDS FROM OPERATIONS

   
         Funds from Operations ("FFO"), based on the definition adopted by the
Board of Governors of the National Association of Real Estate Investment Trusts
("NAREIT") and as used herein, means net income (loss) (determined in accordance
with generally accepted accounting principles or "GAAP"), excluding gains (or
losses) from debt restructuring and sales of property, plus depreciation and
amortization of real estate assets, and after adjustments for unconsolidated
partnerships and joint ventures. FFO was developed by NAREIT as a relative
measure of performance and liquidity of an equity REIT in order to recognize
that income-producing real estate historically has not depreciated on the basis
determined under GAAP. The Company considers FFO an appropriate measure of
performance of an equity REIT. However, FFO (i) does not represent cash
generated from operating activities determined in accordance with GAAP (which,
unlike FFO, generally reflects all cash effects of transactions and other events
that enter into the determination of net income), (ii) is not necessarily
indicative of cash flow available to fund cash needs, and (iii) should not be
considered as an alternative to net income determined in accordance with GAAP as
an indication of the Company's operating performance, or to cash flow from
operating activities determined in accordance with GAAP as a measure of either
liquidity or the Company's ability to make distributions. The Company has
historically distributed an amount less than FFO, primarily due to reserves
required for capital expenditures, including leasing costs. The aggregate cash
distributions paid to shareholders and unitholders for the years ended December
31, 1997 and 1996 were $140.8 and $73.4 million, respectively. An increase in
FFO does not necessarily result in an increase in aggregate distributions
because the Company's board of trustees is not required to increase
distributions on a quarterly basis unless necessary in order to enable the
Company to maintain REIT status. However, the Company must distribute 95% of its
real estate investment trust taxable income (as defined in the Code), therefore,
a significant increase in FFO will generally require an increase in
distributions to shareholders and unitholders although not necessarily on a
proportionate basis. Accordingly, the Company believes that in order to
facilitate a clear understanding of the consolidated historical operating
results of the Company, FFO should be considered in conjunction with the
Company's net income (loss) and cash flows as reported in the consolidated
financial statements and notes thereto. However, the Company's measure of FFO
may not be comparable to similarly titled measures of other REIT's because these
REIT's may not apply the definition of FFO in the same manner as the Company.
    




                                       8
<PAGE>   11



                       STATEMENTS OF FUNDS FROM OPERATIONS
                             (dollars in thousands)

   
<TABLE>
<CAPTION>
                                                                  Years Ended December 31
                                                               ----------------------------
                                                                 1997                1996
                                                               ---------           --------
<S>                                                            <C>                 <C>     
Income before minority interest and extraordinary item         $ 135,024           $ 47,951


Adjustments:
  Depreciation and amortization of real estate assets             72,503             39,290
  Adjustment for investments in real estate mortgages
   and equity of unconsolidated companies                          8,303              1,857
  Minority interest in joint ventures                             (1,434)            (1,482)
                                                               ---------           --------
Funds from operations                                          $ 214,396           $ 87,616
                                                               =========           ========
</TABLE>
    

          RECONCILIATION OF FUNDS FROM OPERATIONS TO NET CASH PROVIDED
                             BY OPERATING ACTIVITIES
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                      Years Ended December 31
                                                    ----------------------------
                                                       1997               1996
                                                    ---------           --------
<S>                                                 <C>                 <C>     
Funds from operations                               $ 214,396           $ 87,616
 Depreciation and amortization of
   non-real estate assets                               1,235                835
 Amortization of deferred financing costs               3,499              2,812
 Minority interest in joint ventures
  profit and depreciation and amortization              2,122              1,892
 Adjustment for investments in real
   estate mortgages and equity of
   unconsolidated companies                            (8,303)            (1,857)
 Change in deferred rent receivable                   (23,371)            (6,210)
 Change in current assets and  liabilities             34,500             (7,493)
 Equity in earnings in excess of
  distributions received from
  unconsolidated companies                            (12,536)              (322)
 Non-cash compensation                                    172                111
                                                    ---------           --------
Net cash provided by operating activities           $ 211,714           $ 77,384
                                                    =========           ========
</TABLE>

LEASING

         The Company applies a well-defined leasing strategy in order to capture
the potential rental growth in the Company's existing portfolio of Office
Properties as occupancy and rental rates increase with the recovery of the
markets and the submarkets in which the Company has invested. The Company's
strategy is based in part on identifying, and then investing in, submarkets in
which weighted average full-service rental rates (representing base rent after
giving effect to free rent and scheduled rent increases that would be taken into
account under generally accepted accounting principles ("GAAP") and including
adjustments for expenses payable by or reimbursed from tenants) are
significantly less than weighted average full-service replacement cost rental
rates (the rate estimated by management to be necessary to provide a return to a
developer of a comparable, multi-tenant building sufficient to justify
construction of new buildings) in that submarket. In calculating replacement
cost rental rates, management relies on available third party data and its own
estimates of construction costs (including materials and labor in a particular
market) and assumes replacement cost rental rates are achieved at a 95%
occupancy level. The Company believes that the difference between the two rates
is a useful measure of the additional revenue that the Company may be able to
obtain from a property, because the difference should represent the amount by
which rental rates would have to increase before construction of properties that
would compete with the Company's Office Properties would cause the Company to
risk losing tenants to construction of new buildings. For the Company's Office
Properties, inclusive of acquisitions completed through March 25, 1998, the
weighted average full-service rental rate as of December 31, 1997 was $18.12 per
square foot compared to an estimated weighted average full-service replacement
cost rental rate of $28.33 per square foot. Many of the Company's submarkets
have experienced substantial rental rate growth during the past two years. For
example, Class A office rental rates in Dallas, Houston, Austin and Denver have
increased by approximately 30%, 18%, 19% and 15%, respectively, from 1995 to
1997, according to Jamison Research, Inc. in the case of Dallas;



                                       9

<PAGE>   12
Baca Landata, Inc., The Woodlands Operating Company, LP and Cushman & Wakefield
of Texas, Inc. in the case of Houston; CB Commercial in the case of Austin; and
Cushman & Wakefield of Colorado, Inc. in the case of Denver. As a result, the
Company has been successful in renewing or re-leasing office space in these
markets at rental rates significantly above the expiring rental rates. For the
year ended December 31, 1997, leases were signed renewing or re-leasing
1,585,769 net rentable square feet of office space at a weighted average
full-service rental rate and an annual net effective rate (calculated as
weighted average full-service rental rate minus operating expenses) of $19.42
and $12.43 per square foot, respectively, compared to expiring leases with a
weighted average full-service rental rate and an annual net effective rate of
$15.96 and $8.94 per square foot, respectively. This represents increases in the
weighted average full-service rental rate and in the annual net effective rate
of 22% and 39%, respectively.

OPERATING INFORMATION

         The following table presents on an aggregate basis, for the years 
ended December 31, 1997 and 1996, the EBIDA and occupancy rates of the Office
and Retail Properties owned as of January 1, 1996 on a stabilized (occupancy
rate of 90% or more) and unstabilized (occupancy rate of less than 90%) basis.


<TABLE>
<CAPTION>
                                 Net              EBIDA (1)
                 Number        Rentable         (in millions)                 % Occupied
                   of           Area        --------------------------       --------------------
               Properties   (in millions)     1997            1996          1997            1996
               ----------   ------------- ------------     ----------       ----            ----
<S>               <C>         <C>           <C>             <C>             <C>             <C>
Stabilized(3)..    27         5.9          $  75.4         $  71.7           96%             96%
Unstabilized ..     6         3.1          $  21.2         $  19.0           72%(2)          74%
</TABLE>


(1)  "EBIDA" consists of operating income plus interest, depreciation and
     amortization. The Company believes that in addition to cash flows and net
     income, EBIDA is a useful financial performance measurement for assessing
     the operating performance of the Office and Retail Properties. Together
     with net income and cash flows, EBIDA provides investors with an additional
     basis to evaluate the ability of the Company to incur and service debt and
     to fund acquisitions and other capital expenditures. To evaluate EBIDA and
     the trends it depicts, the components of EBIDA, such as rental revenues,
     rental expenses, real estate taxes and general administrative expenses,
     should be considered. Excluded from EBIDA are financing costs such as
     interest as well as depreciation and amortization, each of which can
     significantly affect the Company's results of operations and liquidity and
     should be considered in evaluating the Company's operating performance.
     Further, EBIDA does not represent net income or cash flows from operating,
     financing and investing activities as defined by generally accepted
     accounting principals ("GAAP") and does not necessarily indicate that cash
     flows will be sufficient to fund cash needs. It should not be considered as
     an alternative to net income as an indicator of the Company's operating
     performance or to cash flows as a measure of liquidity.

(2)  Leases have been executed at certain of "unstabilized" properties but had
     not commenced as of December 31, 1997. If such leases had commenced as of
     December 31, 1997, the percent leased for the "unstabilized" properties
     would have been 96%. 

(3)  Properties owned as of January 1, 1996, with occupancies equal to 90% or
     more, in 1997 and 1996.

HISTORICAL RECURRING OFFICE AND RETAIL PROPERTY
CAPITAL EXPENDITURES, TENANT IMPROVEMENT AND LEASING COSTS

   
         The following table sets forth annual and per square foot recurring
capital expenditures (excluding those expenditures which are recoverable from
tenants) and tenant improvement and leasing costs for the years ended December
31, 1996 and 1997, attributable to signed leases, all of which have commenced or
will commence during the next twelve months (i.e., the renewal or replacement
tenant began or will begin to pay rent) for the Office and Retail Properties
consolidated in the Company's financial statements during each of the periods
presented. Tenant improvement and leasing costs for signed leases during a
particular period do not equal the cash paid for tenant improvement and leasing
costs during such period, due to timing of payments.
    



                                       10
<PAGE>   13
<TABLE>
<CAPTION>
                                                     1996               1997
                                                   --------          ----------
<S>                                                <C>               <C>       
CAPITAL EXPENDITURES:
 Capital Expenditures (in thousands) ...          $  1,214          $    3,310
  Per square foot .......................         $    .13          $      .15
TENANT IMPROVEMENT AND LEASING COSTS:(1)
  Replacement Tenant Square Feet ........           390,945             584,116
  Renewal Tenant Square Feet ............           248,603           1,001,653
  Tenant Improvement Costs (in thousands)          $  6,263          $   10,958
  Per square foot leased ................          $   9.79          $     6.91
  Tenant Leasing Costs (in thousands) ...          $  2,877          $    6,601
  Per square foot leased ................          $   4.50          $     4.16
  Total (in thousands) ..................          $  9,140          $   17,559
        Total per square foot ...........          $  14.29          $    11.07
        Average lease term ..............          5.3 years          6.4 years
        Total per square foot per year ..          $   2.38          $     1.73
</TABLE>



 (1) Excludes leasing activity for leases that have less than a one-year term
     (i.e., storage and temporary space).

         Capital expenditures may fluctuate in any given period subject to the
nature, extent, and timing of improvements required to be made in the Company's
Property portfolio. The Company maintains an active preventive maintenance
program in order to minimize required capital improvements. In addition, capital
improvement costs are recoverable from tenants in many instances.

         Tenant improvement and leasing costs also may fluctuate in any given
year depending upon factors such as the property, the term of the lease, the
type of lease (renewal or replacement tenant), the involvement of external
leasing agents and overall competitive market conditions. Management believes
that future recurring tenant improvements and leasing costs for the Company's
existing Office Properties will approximate on average for "renewal tenants"
$6.00 to $8.00 per square foot, or $1.20 to $1.60 per square foot per year based
on an average five-year lease term, and, on average for "replacement tenants",
$12.00 to $14.00 per square foot, or $2.40 to $2.80 per square foot per year
based on an average five-year lease term.

YEAR 2000 COMPLIANCE

         The Company has reviewed its in-house computer software programs and
operating systems, which consist primarily of the accounting and property
management systems, to assess the impact of the Year 2000 on these systems.
These programs and systems are Year 2000 compliant.

         Based on present information, the Company believes that it will be able
to achieve Year 2000 compliance for its property-specific computer systems, such
as energy management and security access systems, through a combination of the
modification and replacement of systems within its Office Property portfolio.
The Company anticipates that the costs associated with achieving Year 2000
compliance will not have a material impact on the Company's financial results.
The implementation will take place over the next 12 to 18 months with the
assistance of full-time employees and independent contractors.

   
    


                                       11
<PAGE>   14

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      Financial Statements. The following financial statements are filed as 
         part of this report.

         Report of Independent Public Accountants

         Crescent Real Estate Equities Company Consolidated Balance Sheets at
         December 31, 1997 and 1996.

         Crescent Real Estate Equities Company Consolidated Statements of
         Operations for the years ended December 31, 1997, 1996 and 1995.

         Crescent Real Estate Equities Company Consolidated Statements of
         Shareholders' Equity for the years ended December 31, 1997, 1996 and
         1995.

         Crescent Real Estate Equities Company Consolidated Statements of Cash
         Flows for the years ended December 31, 1997, 1996 and 1995.

         Crescent Real Estate Equities Company Notes to Financial Statements.

         Financial Statement Schedules. The financial statement schedules listed
         in Item 14(d) below are filed as part of this report.

         Exhibits. The exhibits listed in Item 14(c) below are filed as part of
         this report.


(b)      Reports on Form 8-K

         Form 8-K dated September 30, 1997 and filed October 1, 1997, for the
         purpose of (i) announcing, under Item 5 - Other Events, the Company's
         underwritten public offering of 8,500,000 common shares and (ii)
         filing, under Item 7 - Financial Statements, Pro Forma Financial
         Information and Exhibits, the Pro Forma Consolidated Balance Sheet of
         the Company as of June 30, 1997 (unaudited) and notes thereto, and the
         Pro Forma Consolidated Statements of Operations of the Company for the
         six months ended June 30, 1997 and the year ended December 31, 1996
         (unaudited) and notes thereto.

         Form 8-K/A filed October 1, 1997, to the Form 8-Ks dated June 20, 1997
         and filed September 30, 1997, dated September 22, 1997 and filed
         September 30, 1997, and dated and filed September 30, 1997, for the
         purpose of including in such reports, under Item 7 - Financial
         Statements, Pro Forma Financial Information and Exhibits, the Pro Forma
         Consolidated Balance Sheet of the Company as of June 30, 1997
         (unaudited) and notes thereto, and the Pro Forma Consolidated
         Statements of Operation of the Company for the six months ended June
         30, 1997 and the year ended December 31, 1996 (unaudited) and notes
         thereto.

         Form 8-K/A filed October 9, 1997, to the Form 8-K dated September 30,
         1997 and filed October 1, 1997, for the purpose of (i) reflecting,
         under Item 5 - Other Events, changes in the amount and price of the
         Company's underwritten public offering of 10,000,000 common shares and
         (ii) filing, under Item 7 - Financial Statements, Pro Forma Financial
         Information and Exhibits, a revised Pro Forma Consolidated Balance
         Sheet of the Company as of June 30, 1997 (unaudited) and notes thereto,
         and a revised Pro Forma Consolidated Statements of Operations of the
         Company for the six months ended June 30, 1997 and the year ended
         December 31, 1996 (unaudited) and notes thereto.


                                       12

<PAGE>   15
         Form 8-K dated October 8, 1997 and filed October 14, 1997, for the
         purpose of filing, under Item 7 - Financial Statements, Pro Forma
         Financial Information and Exhibits, certain exhibits in connection with
         the Company's underwritten public offering of 10,000,000 common shares.

         Form 8-K dated September 28, 1997 and filed October 27, 1997, for the
         purpose of announcing, under Item 5 - Other Events, the Company's
         Refrigerated Warehouse Investment.

         Form 8-K dated October 22, 1997 and filed October 28, 1997, for the
         purpose of (i) announcing, under Item 5 - Other Events, the Company's
         acquisition of Bank One Center, and (ii) filing, under Item 7 -
         Financial Statements, Pro Forma Financial Information and Exhibits, the
         Report of Independent Public Accountants, with respect to Bank One
         Center, the Statements of Excess of Revenues Over Specific Operating
         Expenses for the year ended December 31, 1996 and the eight month
         period ended August 31, 1997 and notes thereto, the Pro Forma
         Consolidated Balance Sheet as of June 30, 1997 (unaudited) and notes
         thereto, and the Pro Forma Consolidated Statements of Operation for the
         six months ended June 30, 1997 and the year ended December 31, 1996
         (unaudited) and notes thereto.

         Form 8-K/A filed November 25, 1997, to the Form 8-K dated September 28,
         1997 and filed October 27, 1997, updating, under Item 5 - Other Events,
         certain information relating to the Company's Refrigerated Warehouse
         Investment.

         Form 8-K dated December 12, 1997 and filed December 18, 1997, for the
         purpose of filing, under Item 7 - Financial Statements, Pro Forma
         Financial Information and Exhibits, certain exhibits in connection with
         the Company's public offering of 5,375,000 common shares to Merrill
         Lynch International.

         Form 8-K/A filed December 19, 1997, to the Form 8-K dated December 12,
         1997 and filed December 18, 1997, for the purpose of filing, under Item
         7 - Financial Statements, Pro Forma Financial Information and Exhibits,
         certain revised exhibits in connection with the Company's public
         offering of 5,375,000 common shares to Merrill Lynch International.

(c)      The following exhibits are filed as part of this report.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION OF EXHIBIT
-------        ----------------------
<S>           <C>
*2.01          Agreement and Plan of Merger, dated as of January 16, 1998, as
               amended, by and between Crescent Real Estate Equities Company
               and Station Casinos, Inc.

3.03           Restated Declaration of Trust of Crescent Real Estate Equities
               Company (filed as Exhibit No. 4.01 to the Registrant's
               Registration Statement on Form S-3 (File No. 333-21905) (the
               "1997 S-3") and incorporated herein by reference)

3.04           Amended and Restated Bylaws of Crescent Real Estate Equities
               Company, as amended (filed herewith)

4.02           Registration Rights Agreement, dated February 16, 1996, by and
               among the Registrant, Crescent Real Estate Equities Limited
               Partnership and certain of the limited partners of Crescent Real
               Estate Equities Limited Partnership named therein (filed as
               Exhibit No. 4.02 to the Registrant's Annual Report on Form 10-K
               for the fiscal year ended December 31, 1996 (the "1996 10-K")
               and incorporated herein by reference)

4.03           Registration Rights Agreement, dated January 20, 1997, by and
               among the Registrant, Crescent Real Estate Equities Limited
               Partnership and certain of the limited partners of Crescent Real
               Estate Equities Limited Partnership named therein (filed as
               Exhibit No. 4.03 to the 1996 10-K and incorporated herein by
               reference)

4.04           Form of Registration Agreement relating to the acquisition of
               the Greenway Plaza Portfolio (filed as Exhibit No. 4.01 to the
               Registrant's Current Report on Form 8-K dated and filed
               September 27, 1996 (the "1996 8-K") and incorporated herein by
               reference)

4.05           Registration Rights Agreement, dated as of June 26, 1996,
               relating to Canyon Ranch-Tucson (filed as Exhibit No. 4.02 to
               the 1996 8-K and incorporated herein by reference)
</TABLE>

                                       13
<PAGE>   16
<TABLE>
<S>           <C>
 4.06          Form of Common Share Certificate (filed as Exhibit No. 4.03 to
               the 1997 S-3 and incorporated herein by reference)

*4.07          Statement of Designation of 6-3/4% Series A Convertible
               Cumulative Preferred Shares of Crescent Real Estate Equities
               Company 

 4.08          Form of Certificate of 6-3/4% Series A Convertible Cumulative
               Preferred Shares of Crescent Real Estate Equities Company (filed
               as Exhibit No. 4 to the Registrant's Registration Statement on
               Form 8-A/A filed on February 18, 1998 and incorporated by
               reference)

 4.09          Indenture, dated as of September 22, 1997, between Crescent Real
               Estate Equities Limited Partnership and State Street Bank and
               Trust Company, of Missouri, N.A. (filed as Exhibit No. 4.01 to
               the Registration Statement on Form S-4 (File No. 333-42293) of
               Crescent Real Estate Equities Limited Partnership (the "Form
               S-4") and incorporated herein by reference)

 4.10          Form of 6-5/8% Note due 2002 (filed as Exhibit No. 4.04 to the
               Form S-4 and incorporated herein by reference)

 4.11          Form of 7-1/8% Note due 2007 (filed as Exhibit No. 4.05 to the
               Form S-4 and incorporated herein by reference)

 4.12          Registration Rights Agreement, dated as of September 22, 1997,
               among Crescent Real Estate Equities Limited Partnership, Merrill
               Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
               and Salomon Brothers Inc. (filed as Exhibit No. 4.06 to the Form
               S-4 and incorporated herein by reference)

 4.13          Purchase Agreement, dated as of August 11, 1997, between
               Crescent Real Estate Equities Company, UBS Securities
               (Portfolio), LLC, and Union Bank of Switzerland, London Branch
               (filed as Exhibit No. 4.01 to the Registrant's Current Report on
               Form 8-K dated August 11, 1997 and filed August 13, 1997 and
               incorporated herein by reference)

 4.14          Purchase Agreement, effective as of December 12, 1997, among
               Crescent Real Estate Equities Company, Crescent Real Estate
               Equities Limited Partnership, Merrill Lynch International and
               Merrill Lynch, Pierce, Fenner & Smith Incorporated (filed as
               Exhibit No. 1.01 to the Registrant's Current Report on Form 8-K/A
               dated December 12, 1997 and filed December 19, 1997 and
               incorporated herein by reference)
</TABLE>

                                       14
<PAGE>   17
<TABLE>
<S>           <C>
 4.15          Swap Agreement, effective as of December 12, 1997, between
               Crescent Real Estate Equities Company and Merrill Lynch
               International (filed as Exhibit No. 1.02 to the Registrant's
               Current Report on Form 8-K dated December 12, 1997 and filed
               December 18, 1997 and incorporated herein by reference)

 4.16          Registration Rights Agreement, dated as of March 2, 1998, among
               Crescent Real Estate Equities Company, Crescent Real Estate
               Equities Limited Partnership and certain limited partners of
               Crescent Real Estate Equities Limited Partnership (filed as
               Exhibit No. 4.05 to the Registrant's Registration Statement on
               Form S-3 (File No. 333-47563) and incorporated herein by
               reference).

 10.01         Second Amended and Restated Agreement of Limited Partnership of
               Crescent Real Estate Equities Limited Partnership, dated as of
               November 1, 1997, as amended (filed as Exhibit No. 4.06 to the
               Registrant's Registration Statement on Form S-3 (File No.
               333-41049) and incorporated herein by reference)

*10.02         Noncompetition Agreement of Richard E. Rainwater as assigned to 
               Crescent Real Estate Equities Limited Partnership on May 5, 1994

*10.03         Noncompetition Agreement of John C. Goff, as assigned to
               Crescent Real Estate Equities Limited Partnership on May 5, 1994 
               
*10.04         Noncompetition Agreement of Gerald W. Haddock, as assigned to
               Crescent Real Estate Equities Limited Partnership on May 5, 1994 
              
*10.05         Employment Agreement of John C. Goff, as assigned to Crescent
               Real Estate Equities Limited Partnership on May 5, 1994, and as 
               further amended 

*10.06         Employment Agreement of Gerald W. Haddock, as assigned to
               Crescent Real Estate Equities Limited Partnership on May 5, 1994,
               and as further amended 

 10.07         Form of Registration Rights, Lock-Up and Pledge Agreement (filed
               as Exhibit No. 10.05 to the 1994 S-11 and incorporated herein by
               reference)

 10.08         Form of Officers' and Trust Managers' Indemnification Agreement
               as entered into between the Registrant and each of its executive
               officers and trust managers (filed as Exhibit No. 10.07 to the
               Form S-4 and incorporated herein by reference)

 10.09         Crescent Real Estate Equities Company 1994 Stock Incentive Plan
               (filed as Exhibit No. 10.07 to the 1994 S-11 and incorporated
               herein by reference)

*10.10         Crescent Real Estate Equities, Ltd. First Amended and Restated 
               401(k) Plan 
</TABLE>               

                                       15
<PAGE>   18
<TABLE>
<S>           <C>
10.11          Agreement, dated as of August 15, 1996, relating to the
               acquisition of the Greenway Plaza Portfolio (filed as Exhibit
               No. 10.02 to the 1996 8-K and previously incorporated by
               reference but no longer incorporated herein by reference)

10.12          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 No. 10.12 to
               the Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1995 (the "1995 10-K") and previously
               incorporated by reference but no longer incorporated herein by
               reference)

10.13          Real Estate Purchase and Sale Agreement, dated as of January 29,
               1997, between Crescent Real Estate Equities Limited Partnership,
               as purchaser, and Magellan Health Services, Inc., as seller,
               relating to the acquisition of 92 behavioral healthcare
               facilities (the "Behavioral Healthcare Facilities"), as amended
               effective February 28, 1997 and May 29, 1997 (filed as Exhibit
               No. 10.13 to the Company's Quarterly Report on Form 10-Q/A for
               the quarter ended June 30, 1997 (the "1997 10-Q") and
               incorporated herein by reference)

10.15          Second Amended and Restated 1995 Crescent Real Estate Equities
               Company Stock Incentive Plan (filed as Exhibit No. 10.13 to the Form
               S-4 and incorporated herein by reference)

10.16          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
               No. 10.16 to the 1995 10-K and previously incorporated by
               reference but no longer incorporated herein by reference)

10.17          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 (filed
               as Exhibit No. 10.17 to the 1995 10-K and previously
               incorporated by reference but no longer incorporated herein by
               reference)

10.18          Loan Agreement, dated August 24, 1995, including Form of Deed of
               Trust, Assignment of Rents, Security Agreement and Fixture
               Filing, and Amendment to Loan Agreement, dated October 19, 1995,
               between Crescent Real Estate Funding I, L.P. and Nomura Asset
               Capital Corporation (filed as Exhibit No. 10.15 to the 1995 10-K and
               previously incorporated by reference but no longer incorporated
               herein by reference)
</TABLE>

                                       16
<PAGE>   19
<TABLE>
<S>           <C>
10.19          Loan Agreement, dated August 24, 1995, including Form of Deed of
               Trust, Assignment of Rents, Security Agreement and Fixture
               Filing, between Crescent Real Estate Funding II, L.P. and Nomura
               Asset Capital Corporation (filed as Exhibit No. 10.19 to the 1995
               10-K and previously incorporated by reference but no longer
               incorporated herein by reference)

10.20          Mortgage Loan Application and Agreement, dated October 3, 1995,
               as amended by letter agreements dated October 10, 1995 and
               October 30, 1995, between Crescent Real Estate Equities Limited
               Partnership and CIGNA Investments, Inc., and Secured Promissory
               Note dated December 11, 1995 (filed as Exhibit No. 10.20 to the 1995
               10-K and previously incorporated herein by reference but no
               longer incorporated herein by reference)

10.21          Fourth Amended and Restated Revolving Credit Facility, dated
               December 19, 1997, among Crescent Real Estate Equities Limited
               Partnership, BankBoston, N.A. and the other banks named therein
               (filed as Exhibit No. 10.25 to the Form S-4 and incorporated herein
               by reference)

10.22          1995 Crescent Real Estate Equities Limited Partnership Unit
               Incentive Plan (filed as Exhibit No. 99.01 to the Registrant's
               Registration Statement on Form S-8 (File No. 333-3452) and
               incorporated herein by reference)

10.23          1996 Crescent Real Estate Equities Limited Partnership Unit
               Incentive Plan (filed as Exhibit No. 10.01 to the 1996 8-K and
               incorporated herein by reference)

10.24          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 No. 10.24 to the 1997 10-Q and
               previously incorporated by reference but no longer incorporated
               herein by reference)

10.25          Lease Agreement, dated November 18, 1996, between Crescent Real
               Estate Equities Limited Partnership and Wine Country Hotel,
               L.L.C. (filed as Exhibit No. 10.25 to the 1996 10-K and previously
               incorporated by reference but no longer incorporated herein by
               reference)

10.26          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 No. 10.26 to the 1997 10-Q and
               previously incorporated by reference but no longer incorporated
               herein by reference)
</TABLE>

                                       17
<PAGE>   20

<TABLE>
<S>           <C>
*10.27         Master Lease Agreement, dated June 16, 1997, as amended, between
               Crescent Real Estate Funding VII, L.P.  and Charter Behavioral
               Health Systems, LLC and its subsidiaries, relating to the
               Behavioral Healthcare Facilities 

 10.28         Intercompany Agreement, dated June 3, 1997, between Crescent
               Real Estate Equities Limited Partnership and Crescent Operating,
               Inc. (filed as Exhibit No. 10.2 to the Registration Statement on
               Form S-1 (File No. 333-25223) of Crescent Operating, Inc. and
               incorporated herein by reference)

*12.01         Statement Regarding Computation of Ratios of Earnings to Fixed
               Charges and Preferred Shares Dividends 

*21.01         List of Subsidiaries 

*23.01         Consent of Arthur Andersen LLP 

 27.01         Financial Data Schedule (filed herewith)

*27.02         Restated Financial Data Schedule for the three months ended
               March 31, 1996 reflecting the effect of FASB #128, Earnings Per
               Share 

*27.03         Restated Financial Data Schedule for the six months ended June
               30, 1996 reflecting the effect of FASB #128, Earnings Per Share
               
*27.04         Restated Financial Data Schedule for the nine months ended
               September 30, 1996 reflecting the effect of FASB #128, Earnings
               Per Share 

*27.05         Restated Financial Data Schedule for the year ended December 31,
               1996 reflecting the effect of FASB #128, Earnings Per Share

*27.06         Restated Financial Data Schedule for the three months ended March
               31, 1997 reflecting the effect of FASB #128, Earnings Per Share

*27.07         Restated Financial Data Schedule for the six months ended June
               30, 1997 reflecting the effect of FASB #128, Earnings Per Share

*27.08         Restated Financial Data Schedule for the nine months ended
               September 30, 1997 reflecting the effect of FASB #128, Earnings 
               Per Share 
</TABLE>

(d)     Financial Statement Schedules.

        The following financial statement schedules are filed as part of this 
        report.
     
        Schedule III - Crescent Real Estate Equities Company Consolidated Real
        Estate Investments and Accumulated Depreciation at December 31, 1997.

        All other schedules have been omitted either because they are not
        applicable or because the required information has been disclosed in
        the Financial Statements and related notes included in the consolidated
        and combined statements.


------------------------------
*     Previously filed as part of the Registrant's Form 10-K for the year ended 
      December 31, 1997.
                                       18
<PAGE>   21

                                   SIGNATURES

   
         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 14th day of
May, 1998.
    

                                       CRESCENT REAL ESTATE EQUITIES COMPANY
                                                 (Registrant)
  
                                       By      /s/  GERALD W. HADDOCK
                                           -------------------------------------
                                                    Gerald W. Haddock
                                           President and Chief Executive Officer


                                       By:     /s/ DALLAS E. LUCAS
                                           -------------------------------------
                                               Dallas E. Lucas
                                               Senior Vice President,
                                               Chief Financial and
                                               Accounting Officer



                                       19
<PAGE>   22
                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION OF EXHIBIT
-------        ----------------------
<S>           <C>
*2.01          Agreement and Plan of Merger, dated as of January 16, 1998, as
               amended, by and between Crescent Real Estate Equities Company
               and Station Casinos, Inc. 

 3.03          Restated Declaration of Trust of Crescent Real Estate Equities
               Company (filed as Exhibit No. 4.01 to the Registrant's
               Registration Statement on Form S-3 (File No. 333-21905) (the
               "1997 S-3") and incorporated herein by reference)

 3.04          Amended and Restated Bylaws of Crescent Real Estate Equities
               Company, as amended (filed herewith)

 4.02          Registration Rights Agreement, dated February 16, 1996, by and
               among the Registrant, Crescent Real Estate Equities Limited
               Partnership and certain of the limited partners of Crescent Real
               Estate Equities Limited Partnership named therein (filed as
               Exhibit No. 4.02 to the Registrant's Annual Report on Form 10-K
               for the fiscal year ended December 31, 1996 (the "1996 10-K")
               and incorporated herein by reference)

 4.03          Registration Rights Agreement, dated January 20, 1997, by and
               among the Registrant, Crescent Real Estate Equities Limited
               Partnership and certain of the limited partners of Crescent Real
               Estate Equities Limited Partnership named therein (filed as
               Exhibit No. 4.03 to the 1996 10-K and incorporated herein by
               reference)

 4.04          Form of Registration Agreement relating to the acquisition of
               the Greenway Plaza Portfolio (filed as Exhibit No. 4.01 to the
               Registrant's Current Report on Form 8-K dated and filed
               September 27, 1996 (the "1996 8-K") and incorporated herein by
               reference)

 4.05          Registration Rights Agreement, dated as of June 26, 1996,
               relating to Canyon Ranch-Tucson (filed as Exhibit No. 4.02 to
               the 1996 8-K and incorporated herein by reference)
</TABLE>

<PAGE>   23
<TABLE>
<S>           <C>
 4.06          Form of Common Share Certificate (filed as Exhibit No. 4.03 to
               the 1997 S-3 and incorporated herein by reference)

*4.07          Statement of Designation of 6-3/4% Series A Convertible
               Cumulative Preferred Shares of Crescent Real Estate Equities
               Company 

 4.08          Form of Certificate of 6-3/4% Series A Convertible Cumulative
               Preferred Shares of Crescent Real Estate Equities Company (filed
               as Exhibit No. 4 to the Registrant's Registration Statement on
               Form 8-A/A filed on February 18, 1998 and incorporated by
               reference)

 4.09          Indenture, dated as of September 22, 1997, between Crescent Real
               Estate Equities Limited Partnership and State Street Bank and
               Trust Company, of Missouri, N.A. (filed as Exhibit No. 4.01 to
               the Registration Statement on Form S-4 (File No. 333-42293) of
               Crescent Real Estate Equities Limited Partnership (the "Form
               S-4") and incorporated herein by reference)

 4.10          Form of 6-5/8% Note due 2002 (filed as Exhibit No. 4.04 to the
               Form S-4 and incorporated herein by reference)

 4.11          Form of 7-1/8% Note due 2007 (filed as Exhibit No. 4.05 to the
               Form S-4 and incorporated herein by reference)

 4.12          Registration Rights Agreement, dated as of September 22, 1997,
               among Crescent Real Estate Equities Limited Partnership, Merrill
               Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
               and Salomon Brothers Inc. (filed as Exhibit No. 4.06 to the Form
               S-4 and incorporated herein by reference)

 4.13          Purchase Agreement, dated as of August 11, 1997, between
               Crescent Real Estate Equities Company, UBS Securities
               (Portfolio), LLC, and Union Bank of Switzerland, London Branch
               (filed as Exhibit No. 4.01 to the Registrant's Current Report on
               Form 8-K dated August 11, 1997 and filed August 13, 1997 and
               incorporated herein by reference)

 4.14          Purchase Agreement, effective as of December 12, 1997, among
               Crescent Real Estate Equities Company, Crescent Real Estate
               Equities Limited Partnership, Merrill Lynch International and
               Merrill Lynch, Pierce, Fenner & Smith Incorporated (filed as
               Exhibit No. 1.01 to the Registrant's Current Report on Form 8-K/A
               dated December 12, 1997 and filed December 19, 1997 and
               incorporated herein by reference)
</TABLE>

<PAGE>   24
<TABLE>
<S>           <C>
  4.15         Swap Agreement, effective as of December 12, 1997, between
               Crescent Real Estate Equities Company and Merrill Lynch
               International (filed as Exhibit No. 1.02 to the Registrant's
               Current Report on Form 8-K dated December 12, 1997 and filed
               December 18, 1997 and incorporated herein by reference)

  4.16         Registration Rights Agreement, dated as of March 2, 1998, among
               Crescent Real Estate Equities Company, Crescent Real Estate
               Equities Limited Partnership and certain limited partners of
               Crescent Real Estate Equities Limited Partnership (filed as
               Exhibit No. 4.05 to the Registrant's Registration Statement on
               Form S-3 (File No. 333-47563) and incorporated herein by
               reference).

 10.01         Second Amended and Restated Agreement of Limited Partnership of
               Crescent Real Estate Equities Limited Partnership, dated as of
               November 1, 1997, as amended (filed as Exhibit No. 4.06 to the
               Registrant's Registration Statement on Form S-3 (File No.
               333-41049) and incorporated herein by reference)

*10.02         Noncompetition Agreement of Richard E. Rainwater as assigned to 
               Crescent Real Estate Equities Limited Partnership on May 5, 1994
              
*10.03         Noncompetition Agreement of John C. Goff, as assigned to
               Crescent Real Estate Equities Limited Partnership on May 5, 1994 
               
*10.04         Noncompetition Agreement of Gerald W. Haddock, as assigned to
               Crescent Real Estate Equities Limited Partnership on May 5, 1994 
               
*10.05         Employment Agreement of John C. Goff, as assigned to Crescent
               Real Estate Equities Limited Partnership on May 5, 1994, and as 
               further amended 

*10.06         Employment Agreement of Gerald W. Haddock, as assigned to
               Crescent Real Estate Equities Limited Partnership on May 5, 1994,
               and as further amended

 10.07         Form of Registration Rights, Lock-Up and Pledge Agreement (filed
               as Exhibit No. 10.05 to the 1994 S-11 and incorporated herein by
               reference)

 10.08         Form of Officers' and Trust Managers' Indemnification Agreement
               as entered into between the Registrant and each of its executive
               officers and trust managers (filed as Exhibit No. 10.07 to the
               Form S-4 and incorporated herein by reference)

 10.09         Crescent Real Estate Equities Company 1994 Stock Incentive Plan
               (filed as Exhibit No. 10.07 to the 1994 S-11 and incorporated
               herein by reference)

*10.10         Crescent Real Estate Equities, Ltd. First Amended and Restated 
               401(k) Plan 
</TABLE>               
<PAGE>   25
<TABLE>
<S>           <C>
10.11          Agreement, dated as of August 15, 1996, relating to the
               acquisition of the Greenway Plaza Portfolio (filed as Exhibit
               No. 10.02 to the 1996 8-K and previously incorporated by
               reference but no longer incorporated herein by reference)

10.12          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 No. 10.12 to
               the Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1995 (the "1995 10-K") and previously
               incorporated by reference but no longer incorporated herein by
               reference)

10.13          Real Estate Purchase and Sale Agreement, dated as of January 29,
               1997, between Crescent Real Estate Equities Limited Partnership,
               as purchaser, and Magellan Health Services, Inc., as seller,
               relating to the acquisition of 92 behavioral healthcare
               facilities (the "Behavioral Healthcare Facilities"), as amended
               effective February 28, 1997 and May 29, 1997 (filed as Exhibit
               No. 10.13 to the Company's Quarterly Report on Form 10-Q/A for
               the quarter ended June 30, 1997 (the "1997 10-Q") and
               incorporated herein by reference)

10.15          Second Amended and Restated 1995 Crescent Real Estate Equities
               Company Stock Incentive Plan (filed as Exhibit No. 10.13 to the Form
               S-4 and incorporated herein by reference)

10.16          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
               No. 10.16 to the 1995 10-K and previously incorporated by
               reference but no longer incorporated herein by reference)

10.17          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 (filed
               as Exhibit No. 10.17 to the 1995 10-K and previously
               incorporated by reference but no longer incorporated herein by
               reference)

10.18          Loan Agreement, dated August 24, 1995, including Form of Deed of
               Trust, Assignment of Rents, Security Agreement and Fixture
               Filing, and Amendment to Loan Agreement, dated October 19, 1995,
               between Crescent Real Estate Funding I, L.P. and Nomura Asset
               Capital Corporation (filed as Exhibit No. 10.15 to the 1995 10-K and
               previously incorporated by reference but no longer incorporated
               herein by reference)
</TABLE>


<PAGE>   26
<TABLE>
<S>           <C>
10.19          Loan Agreement, dated August 24, 1995, including Form of Deed of
               Trust, Assignment of Rents, Security Agreement and Fixture
               Filing, between Crescent Real Estate Funding II, L.P. and Nomura
               Asset Capital Corporation (filed as Exhibit No. 10.19 to the 1995
               10-K and previously incorporated by reference but no longer
               incorporated herein by reference)

10.20          Mortgage Loan Application and Agreement, dated October 3, 1995,
               as amended by letter agreements dated October 10, 1995 and
               October 30, 1995, between Crescent Real Estate Equities Limited
               Partnership and CIGNA Investments, Inc., and Secured Promissory
               Note dated December 11, 1995 (filed as Exhibit No. 10.20 to the 1995
               10-K and previously incorporated herein by reference but no
               longer incorporated herein by reference)

10.21          Fourth Amended and Restated Revolving Credit Facility, dated
               December 19, 1997, among Crescent Real Estate Equities Limited
               Partnership, BankBoston, N.A. and the other banks named therein
               (filed as Exhibit No. 10.25 to the Form S-4 and incorporated herein
               by reference)

10.22          1995 Crescent Real Estate Equities Limited Partnership Unit
               Incentive Plan (filed as Exhibit No. 99.01 to the Registrant's
               Registration Statement on Form S-8 (File No. 333-3452) and
               incorporated herein by reference)

10.23          1996 Crescent Real Estate Equities Limited Partnership Unit
               Incentive Plan (filed as Exhibit No. 10.01 to the 1996 8-K and
               incorporated herein by reference)

10.24          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 No. 10.24 to the 1997 10-Q and
               previously incorporated by reference but no longer incorporated
               herein by reference)

10.25          Lease Agreement, dated November 18, 1996, between Crescent Real
               Estate Equities Limited Partnership and Wine Country Hotel,
               L.L.C. (filed as Exhibit No. 10.25 to the 1996 10-K and previously
               incorporated by reference but no longer incorporated herein by
               reference)

10.26          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 No. 10.26 to the 1997 10-Q and
               previously incorporated by reference but no longer incorporated
               herein by reference)
</TABLE>



<PAGE>   27

<TABLE>
<S>           <C>
*10.27         Master Lease Agreement, dated June 16, 1997, as amended, between
               Crescent Real Estate Funding VII, L.P.  and Charter Behavioral
               Health Systems, LLC and its subsidiaries, relating to the
               Behavioral Healthcare Facilities 

 10.28         Intercompany Agreement, dated June 3, 1997, between Crescent
               Real Estate Equities Limited Partnership and Crescent Operating,
               Inc. (filed as Exhibit No. 10.2 to the Registration Statement on
               Form S-1 (File No. 333-25223) of Crescent Operating, Inc. and
               incorporated herein by reference)

*12.01         Statement Regarding Computation of Ratios of Earnings to Fixed
               Charges and Preferred Shares Dividends 

*21.01         List of Subsidiaries 

*23.01         Consent of Arthur Andersen LLP 

 27.01         Financial Data Schedule 

*27.02         Restated Financial Data Schedule for the three months ended
               March 31, 1996 reflecting the effect of FASB #128, Earnings Per
               Share
 
*27.03         Restated Financial Data Schedule for the six months ended June
               30, 1996 reflecting the effect of FASB #128, Earnings Per Share
              

*27.04         Restated Financial Data Schedule for the nine months ended
               September 30, 1996 reflecting the effect of FASB #128, Earnings
               Per Share 

*27.05         Restated Financial Data Schedule for the year ended December 31,
               1996 reflecting the effect of FASB #128, Earnings Per Share

*27.06         Restated Financial Data Schedule for the three months ended March
               31, 1997 reflecting the effect of FASB #128, Earnings Per Share
               

*27.07         Restated Financial Data Schedule for the six months ended June
               30, 1997 reflecting the effect of FASB #128, Earnings Per Share
               

*27.08         Restated Financial Data Schedule for the nine months ended
               September 30, 1997 reflecting the effect of FASB #128, Earnings 
               Per Share 
</TABLE>