<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                          
                            Washington, D.C.  20549

   
                                  FORM 10-K/A
                               AMENDMENT No. 2
    

              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, 1996
                                       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
           (formerly known as Crescent Real Estate Equities, Inc.)
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          TEXAS                                        52-1862813
-------------------------------          ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)                                                  

             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:

                                                  Name of Each Exchange
Title of each class:                              on Which Registered:
--------------------                              ---------------------

   
Common Shares par value $.01 per share             New York Stock Exchange, Inc.
--------------------------------------------------------------------------------
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.  [X]

   
As of May 9, 1997, the aggregate market value of the 90,277,938 common shares
held by non-affiliates of the registrant was approximately $2.3 billion, based
upon the closing price of $26 on the New York Stock Exchange.

Number of Common Shares outstanding as of May 15, 1997: 96,493,199
    

                      DOCUMENTS INCORPORATED BY REFERENCE

                                    None.
<PAGE>   2
   
The Form 10-K/A of Crescent Real Estate Equities Company (the "Company") for
the year ended December 31, 1996 is being amended to update the information
contained in Items 10, 11, 12 and 13 to accurately reflect the information as
contained in the definitive proxy statement of the Company filed with the
Securities and Exchange Commission on May 13, 1997.
    

<PAGE>   3
ITEM 10.  TRUST MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Set forth below is information with respect to the eight trust managers,
all of whom joined the Company as directors in 1994 (except Melvin Zuckerman
who became a trust manager in 1996) and the executive officers.
 
   
<TABLE>
<CAPTION>
                              TERM                                                       
         NAME                EXPIRES   AGE                     POSITION                  
         ----                -------   ---                     --------                  
<S>                          <C>       <C>   <C>                                         
Richard E. Rainwater......    1997     52    Chairman of the Board of Trust Managers of  
                                               the Company                               
John C. Goff..............    1999     41    Vice Chairman of the Board of Trust Managers
                                               of the Company                            
Gerald W. Haddock.........    1998     49    President and Chief Executive Officer of the
                                               Company and the General Partner, and Trust
                                               Manager of the Company                    
Anthony M. Frank..........    1997     65    Trust Manager of the Company                
Morton H. Meyerson........    1998     58    Trust Manager of the Company                
William F. Quinn..........    1997     49    Trust Manager of the Company                
Paul E. Rowsey, III.......    1999     42    Trust Manager of the Company                
Melvin Zuckerman..........    1997     68    Trust Manager of the Company                
Dallas E. Lucas...........     N/A     35    Senior Vice President, Chief Financial and  
                                               Accounting Officer of the Company and the 
                                               General Partner                           
David M. Dean.............     N/A     36    Senior Vice President, Law, and Secretary of
                                               the Company and the General Partner       
James M. Eidson, Jr.......     N/A     42    Senior Vice President, Acquisitions, of the 
                                               General Partner                           
William D. Miller.........     N/A     38    Senior Vice President, Administration, of   
                                               the General Partner                       
Bruce A. Picker...........     N/A     32    Vice President of the General Partner and   
                                               Treasurer of the Company and the General  
                                               Partner                                   
Joseph D. Ambrose, III....     N/A     46    Vice President, Administration, of the      
                                               General Partner                           
Jerry R. Crenshaw, Jr. ...     N/A     33    Vice President and Controller of the General
                                               Partner                                   
Barry L. Gruebbel.........     N/A     42    Vice President, Property Management, of the    
                                               General Partner                           
Howard W. Lovett..........     N/A     40    Vice President, Corporate Leasing, of the   
                                               General Partner                           
John M. Walker, Jr........     N/A     46    Vice President, Acquisitions, of the General
                                               Partner                                   
John L. Zogg, Jr..........     N/A     33    Vice President, Leasing and Marketing, of 
                                               the General Partner                                   
</TABLE>
    
 
TRUST MANAGERS AND EXECUTIVE OFFICERS
 
     The Board of Trust Managers consists of eight members, divided into three
classes serving staggered three-year terms.
 
   
     The following is a summary of the experience of the current and proposed
trust managers and the current executive officers.
    
 
     Richard E. Rainwater has been an independent investor since 1986. From 1970
to 1986, he served as the chief investment advisor to the Bass family, whose
overall wealth increased dramatically during his tenure. During that time he was
principally responsible for numerous major corporate and real estate
acquisitions and dispositions. Immediately after beginning his independent
investment activities, he founded ENSCO International Incorporated, in 1986.
Additionally, in 1990 he co-founded Columbia Hospital Corporation and in 1989
 


                                      1
<PAGE>   4
 
participated in a management-led buyout of HCA-Hospital Corporation of America;
both of these companies owned and operated "for profit" hospitals. In 1992, Mr.
Rainwater was one of the founders of Mid Ocean Limited, a provider of casualty
re-insurance. In February 1994, he assisted in the merger of Columbia Hospital
Corporation and HCA-Hospital Corporation that created Columbia/HCA Healthcare
Corporation, the world's largest hospital company. Mr. Rainwater serves as a
director of Mesa, Inc., one of the largest oil and gas companies in the United
States. In 1996, Mr. Rainwater led a recapitalization of Mesa, Inc., and a
partnership wholly owned by Mr. Rainwater became the controlling shareholder in
July 1996. Mr. Rainwater is a graduate of the University of Texas at Austin and
the Graduate School of Business at Stanford University. Mr. Rainwater has served
as the Chairman of the Board of Trust Managers since the Company's inception in
1994.
 
     John C. Goff, prior to joining the company, served as a senior investment
advisor to, and investor with, Mr. Rainwater, as well as a vice president of
Rainwater, Inc., a management operating company wholly owned by Mr. Rainwater.
In those capacities, he has been involved in, and principally responsible for,
numerous acquisitions and financings involving corporate, debt and real estate
interests. Mr. Goff currently is a member of the board of directors of The
Staubach Company. Prior to joining Rainwater, Inc. in 1987, Mr. Goff was
employed by the accounting firm of KPMG Peat Marwick LLP from 1981 to 1987.
Before joining KPMG Peat Marwick LLP, Mr. Goff was employed by Century
Development Corporation, a major Houston-based office developer and property
management company. Mr. Goff is a graduate of the University of Texas at Austin
and is a Certified Public Accountant. From the Company's inception in 1994
through December 19, 1996, Mr. Goff served as Chief Executive Officer. Since
December 19, 1996, Mr. Goff has served as Vice Chairman of the Board of Trust
Managers.
 
   
     Gerald W. Haddock, prior to joining the Company, was vice president of
Rainwater, Inc. from 1990 to 1994 and was the lead transactional attorney for
Mr. Rainwater from 1986 to 1994. During this period, he was in the private
practice of law, pursuant to which, among other things, he served as primary
outside legal counsel to, and investor with, Mr. Rainwater and primary outside
legal counsel to Rainwater, Inc. Mr. Haddock currently is a member of the board
of directors of AmeriCredit Corporation, a company engaged in the financing of
automobile dealer paper, and ENSCO International Incorporated, an oil field
service and offshore drilling company, of which he was one of the three
founding directors. In addition, Mr. Haddock serves as general counsel for the
Texas Rangers baseball club. Mr. Haddock earned both Bachelor of Business
Administration (B.B.A.) and Juris Doctor (J.D.) degrees from Baylor University.
He also holds a Master of Laws (L.L.M.) degree in taxation from New York
University and has served as the Chairman of the Tax Section of the State Bar
of Texas. From the Company's inception in 1994 through December 19, 1996, Mr.
Haddock served as President and Chief Operating Officer. Since December 19,
1996, Mr. Haddock has served as President and Chief Executive Officer.
 
     Anthony M. Frank served as Postmaster General of the United States from
1988 to 1992. Prior to that time, Mr. Frank served as chairman and chief
executive officer of First Nationwide Bank, chairman of the Federal Home Loan
Bank of San Francisco, chairman of the California Housing Finance Agency and
chairman of the Federal Home Loan Mortgage Corporation Advisory Board. Since
1992, he has served as the founding chairman of Independent Bancorp of Arizona
until October, 1993 and currently serves as a consultant and director of
TransAmerica HomeFirst, a mortgage company specializing in loans to the
elderly. Mr. Frank also serves as a director of Acrogen, Inc., a biotechnology
company; Irvine Apartment Communities, a large California based apartment REIT;
and Charles Schwab & Co., one of the nation's largest discount brokerages. He
is also a director of Temple Inland, Inc., a manufacturer of paper and timber
products; Bedford Property Investors, Inc., an office and commercial property
REIT investing primarily on the West Coast; General American Investors Company,
Inc., a closed-end investment company; Financial Security Assurance, a company
providing credit enhancement for municipal bond issuers; Cotelligent, Inc., a
provider of temporary office support services; and Living Centers of America,
Inc., an operator of nursing homes. Mr. Frank received a Bachelor of Arts
(B.A.) degree from Dartmouth College and a Master of Business Administration
(M.B.A.) degree from the Amos Tuck School of Business at Dartmouth, where he
currently serves as overseer.
    
 


                                      2
<PAGE>   5
 
     Morton H. Meyerson has served as chairman of Perot Systems Corporation, a
major supplier of computer and consulting services, since 1992. Previously, he
worked at Electronic Data Systems, Inc., also a supplier of computer services,
in a number of capacities, including as president from 1979 to 1986 and vice
chairman during 1986, and at the investment bank duPont Glore, Forgan, Inc., as
president and then Chairman from 1971 to 1974. Mr. Meyerson is Vice Chairman of
National Park Foundation, is a member of the board of directors of the Dallas
Symphony Association and serves on the Harvard Medical School Board of Fellows.
He is also a director of ENSCO International Incorporated, an oil field service
and offshore drilling company; Safelite Glass Corporation, the largest installer
of automobile and truck glass in the United States; Stream International, Inc.,
a manufacturer and reseller of computer software and services; and AudioNet,
Inc., a broadcast network on the Internet. He holds a Bachelor of Arts (B.A.)
degree in economics and philosophy from the University of Texas.
 
     William F. Quinn currently serves as president of AMR Investment Services,
Inc., the investment services affiliate of American Airlines, with
responsibility for the management of pension and short-term fixed income assets.
In addition, Mr. Quinn is Chairman of the Board of American Airlines Employees
Federal Credit Union and is president and a trustee of the American Advantage
Mutual Funds and serves on the advisory board for ARCO's pension plans. Prior to
being named to his current position in 1986, Mr. Quinn held several management
positions with American Airlines and its subsidiaries. Before joining American
Airlines in 1974, Mr. Quinn was employed with the accounting firm of Arthur
Young & Company. He holds a Bachelor of Science (B.S.) degree in accounting from
Fordham University and is a Certified Public Accountant.
 
     Paul E. Rowsey, III is president of the commercial real estate group of
Rosewood Property Company, a commercial real estate development and investment
company, a position he has held for the past seven years, and a member of the
board of directors of Rosewood Property Company. Mr. Rowsey began his career in
1980 as an attorney specializing in commercial real estate. Mr. Rowsey holds a
Bachelor of Arts (B.A.) degree from Duke University and a Juris Doctor (J.D.)
degree from Southern Methodist University School of Law.
 
   
     Melvin Zuckerman is the founder and developer of the Canyon Ranch health
and fitness resorts. Mr. Zuckerman opened the original Canyon Ranch in Tucson,
Arizona in 1979 and opened a second Canyon Ranch in the Berkshire mountains in
Lenox, Massachusetts in 1989. The Company acquired Canyon Ranch-Tucson in July
1996 and Canyon Ranch-Lenox in December 1996. Mr. Zuckerman also serves as a
director and holds the lifetime title of President Emeritus of the Wellness
Council of Tucson (WELCOT), an organization fostering wellness in the workplace
and founded by Mr. Zuckerman in 1984. Prior to the opening of Canyon
Ranch-Tucson, Mr. Zuckerman was a builder and real estate developer in the
Tucson area for 20 years. Prior to 1958, Mr. Zuckerman worked as a Certified
Public Accountant. Mr. Zuckerman holds a Bachelor of Science (B.S.) degree from
New York University.
    
 
     Dallas E. Lucas, prior to joining the Company, was a financial consulting
and audit manager in the real estate services group of Arthur Andersen LLP in
Dallas. Mr. Lucas was employed by Arthur Andersen LLP for nine years, until
December 1993. Mr. Lucas holds a Bachelor of Business Administration (B.B.A.)
degree in accounting from the University of Oklahoma and is a Certified Public
Accountant. Mr. Lucas has served as the Senior Vice President, Chief Financial
and Accounting Officer since the Company's inception in 1994.




                                      3
<PAGE>   6


   
     David M. Dean, prior to joining the Company, was an attorney for Burlington
Northern Railroad Company from 1992 to 1994, and served as Assistant General
Counsel in 1994. At Burlington Northern, he was responsible for the majority of
that company's transactional and general corporate legal work. Mr. Dean was
previously engaged in the private practice of law from 1986 to 1990 with Kelly,
Hart & Hallman and from 1990 to 1992 with Jackson & Walker, L.L.P. where he
worked primarily with Mr. Haddock on acquisition, financing and venture capital
transactions for Mr. Rainwater and related investor groups. Mr. Dean graduated
with honors from Texas A & M University with Bachelor of Arts (B.A.) degrees in
English and Philosophy in 1983. He also holds a Juris Doctor (J.D.) degree and a
Master of Laws (L.L.M.) degree in taxation from Southern Methodist University,
School of Law. Mr. Dean has served as the Senior Vice President, Law, and
Secretary since August 1994.
 
     James M. Eidson, Jr. has seventeen years of experience in the commercial
real estate business. Prior to joining the Company, he owned an investment
company, specializing in investment grade commercial properties, from 1992 to
1994. From 1989 to 1992, he was associated with CB Commercial Real Estate Group,
Inc., where he was a Senior Investment Specialist in their investment grade
commercial property group, and from 1982 to 1989 he owned a real estate company
through which he provided brokerage and investment services for individuals and
large corporate investors and made investments in commercial properties for his
own account. He gained his early experience in real estate acquisitions,
dispositions, leasing, marketing and consulting while a broker and investment
specialist for three years with Hank Dickerson & Company. Mr. Eidson is a former
professional football player who played with the Dallas Cowboys from 1976
through 1978. Mr. Eidson holds a Master of Business Administration (M.B.A.)
degree from Southern Methodist University and a Bachelor of Science (B.S.)
degree from Mississippi State University. Mr. Eidson has served as the Senior
Vice President, Acquisitions since May 1995.
 
     William D. Miller, prior to joining the Company, served as Vice President,
Legal Affairs, of the Texas Rangers major league baseball club beginning in
March 1994. While with the Rangers, Mr. Miller managed all legal matters
concerning the senior management of the baseball club and the partnerships that
own or are affiliated with the owners of the club. Mr. Miller was also a member
of the senior management of the Rangers and certain partnerships affiliated
with the Rangers. In addition, Mr. Miller functioned as the primary lawyer
responsible for the Rangers' interest in the development of The Ballpark
project in Arlington. Prior to joining the Rangers, Mr. Miller practiced law at
Jackson & Walker, L.L.P. from September 1986, was the lead real estate lawyer
for Mr. Rainwater, Rainwater, Inc. and Mr. Haddock, and was instrumental in the
formation transactions of the Company. Mr. Miller received his Juris Doctor
(J.D.) degree with honors from the University of Texas, School of Law, and his
Bachelor of Science (B.S.) degree with first honors in Commerce and Engineering
Sciences from Drexel University. Mr. Miller has served as Senior Vice
President, Administration of the General Partner since joining the Company in
May 1997.
    
 
     Bruce A. Picker, prior to joining the Company, worked for Rainwater, Inc.
from 1990 to 1994 as the partnership controller of its first major real estate
acquisition. Previously, Mr. Picker was a financial analyst with Yarnell Ice
Cream Company, a manufacturer and distributor of premium frozen deserts, from
1989 to 1990. Mr. Picker also was a senior accountant for the accounting firm of
Arthur Andersen LLP in their audit department from 1986 to 1989. Mr. Picker
holds a Bachelor of Business Administration (B.B.A.) degree in accounting from
Harding University and is a Certified Public Accountant. Mr. Picker has served
as the Treasurer of the Company and the General Partner since their inception in
1994 and has been a Vice President of the General Partner since June 1996.
 
     Joseph D. Ambrose III, prior to joining the Company, served as Vice
President of CRC Environmental Risk Management, Inc., an environmental and risk
management consulting firm, from 1993 to 1994. He was responsible for major
client interface, development of new risk management initiatives and human
resources. For two and one-half years prior to joining CRC, Mr. Ambrose was a
Vice President of American Real Estate Group ("AREG"), a liquidating real estate
company, where he managed the environmental, insurance and 




                                      4
<PAGE>   7

   
other risks associated with the disposition of a nationwide real estate
portfolio. Prior to joining AREG, he was President of Ambrose Properties, Inc.,
which acquired and developed oil and gas and real estate properties. Mr. Ambrose
graduated from Texas Christian University with a Bachelor of Business
Administration (B.B.A.) degree in management and received his Juris Doctor
(J.D.) and Master of Business Administration (M.B.A.) degrees from Southern
Methodist University. Mr. Ambrose has served as the Vice President,
Administration since joining the Company in 1994.
 
     Jerry R. Crenshaw, Jr. was the controller of Carrington Laboratories,
Inc., a pharmaceutical and medical device company, from 1991 until February
1994. From 1986 until 1991, Mr. Crenshaw was an experienced audit senior in the
real estate services group of Arthur Andersen LLP. Mr. Crenshaw holds a
Bachelor of Business Administration (B.B.A.) degree in accounting from Baylor
University and is a Certified Public Accountant. Mr. Crenshaw has served as
Controller since the Company's inception in 1994 and has been a Vice President
since March 1997.
 
     Barry L. Gruebbel, prior to joining the Company, was involved with the
property and asset management of over 10 million square feet of Class A office,
retail, industrial and multi-family real estate in Texas and New Mexico with
Hines Industrial from 1982 to 1986, with Southland Investment Properties from
1986 to 1990 and most recently with Rosewood Property Company at The Crescent.
Mr. Gruebbel is a Certified Property Manager currently active in the real estate
organizations of the Institute of Real Estate Management and Building Owners and
Managers. Mr. Gruebbel received a Bachelor of Business Administration (B.B.A.)
in Real Estate from the University of Texas at Arlington in 1977. Mr. Gruebbel
has been with the Company since its inception and became Vice President,
Property Management in February 1997.
    
 
     Howard W. Lovett, prior to joining the Company, was president of The
Gaineswood Company, a private investment company specializing in real estate and
venture capital investments, from January 1989 to August 1995. Previously, Mr.
Lovett was vice president of Morgan & Company, a Houston based real estate
development company, where he was responsible for income property acquisitions
and management and the acquisition and development of Wildcat Ranch, an
exclusive residential development outside Aspen, Colorado. Mr. Lovett graduated
from Carleton College with a Bachelor of Arts (B.A.) degree in English in 1980.
He also holds a Master of Business Administration (M.B.A.) from Harvard
University. Mr. Lovett has served as Vice President, Corporate Leasing since
June 1996.
 
   
     John M. Walker, Jr., prior to joining the Company in 1995, practiced law
privately from 1976 to 1992. During 1993, he served as the Executive Vice
President and Chief Operating Officer of a corporate subsidiary of NHP, Inc., a
real estate asset and property management company, and was involved in several
personal business projects during 1994 and 1995. Mr. Walker currently serves as
a director of Walden Special Corp. and Chimney Trace Special Corp., special
purpose affiliates of Walden Residential Properties, Inc. Mr. Walker earned a
Bachelor of Arts (B.A.) degree from Vanderbilt University. He also holds Juris
Doctor (J.D.) and Master of Business Administration (M.B.A.) degrees from
Southern Methodist University. Mr. Walker has served as Vice President,
Acquisitions, since June 1996.
 
     John L. Zogg, Jr., served as vice president of the commercial real estate
group of Rosewood Property Company, responsible for marketing and leasing office
space in the Dallas and Denver areas from January 1989 to May 1994. For three
years prior to joining Rosewood Property Company, Mr. Zogg worked as marketing
manager of Gerald D. Hines Interests, responsible for office leasing in the
Dallas metropolitan area. He graduated from the University of Texas at Austin
with a Bachelor of Arts (B.A.) degree in Economics and holds a Master of
Business Administration (M.B.A.) degree from the University of Dallas. Mr. Zogg
has served as Vice President, Leasing and Marketing since May 1994.
    
 
            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
     Section 16(a) of the Exchange Act requires the Company's officers, trust
managers and persons who own more than 10% of the Company's Common Shares to
file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the Commission and the New York Stock Exchange. Such officers, trust managers
and 10% holders are also required by the Commission rules to furnish the Company
with copies of all Section 16(a) forms that they file.
 
     Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that all
Section 16(a) filing requirements applicable to its officers, trust managers and
10% shareholders were complied with during the fiscal year ended December 31,
1996.



                                      5
<PAGE>   8
ITEM 11.  EXECUTIVE COMPENSATION
 
     The following table sets forth the annual and long-term compensation paid
or awarded to the Company's chief executive officer and the four most highly
compensated executive officers of the Company and the General Partner for the
years ended December 31, 1996 and 1995, respectively. The Company was organized
in February 1994, and, accordingly, did not pay any compensation to its
executive officers for the years prior to 1994. As a result of the Company's
UPREIT structure, no employees are compensated by the Company, but are
compensated by the General Partner. The Company has not granted any stock
appreciation rights ("SARs"). The Operating Partnership has issued units of
ownership interest, (the "Units") unless otherwise indicated each Unit is
exchangeable (the "Exchange Rights") for Common Shares or at the election of
the Company, cash equal to the then-current fair market value of the Common
Shares for which each Unit is exchangeable.
 
                                    TABLE 1
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                           ANNUAL COMPENSATION                   LONG-TERM COMPENSATION
                                   ------------------------------------    -----------------------------------
                                                                                    AWARDS             PAYOUTS
                                                              OTHER        ------------------------    -------   ALL OTHER
                                                              ANNUAL       RESTRICTED    SECURITIES               COMPEN-
        NAME AND                                             COMPEN-         STOCK       UNDERLYING     LTIP      SATION
  PRINCIPAL POSITION(1)    YEAR    SALARY($)   BONUS($)     SATION($)      AWARDS($)     OPTIONS(#)    PAYOUTS    ($)(2)
  ---------------------    ----    ---------   ---------   ------------    ----------    ----------    -------   ---------
<S>                        <C>     <C>         <C>         <C>             <C>           <C>           <C>       <C>
Gerald W. Haddock          1996     286,165    1,500,000          --              --     2,000,000(3)    --          960
  President and Chief      1995     200,000      125,000          --              --       250,000       --        1,005
  Executive Officer(4)     1994(5)  104,500       90,000          --              --       402,472       --          800

John C. Goff               1996     286,165    1,500,000          --              --     2,000,000(3)    --          960
  Vice Chairman of the     1995     200,000      125,000          --              --       250,000       --        1,005
  Board of Trust           1994(5)  104,500       90,000          --              --       641,904       --          800
  Managers(6)

Dallas E. Lucas            1996     141,300       81,000          --              --       120,000       --          960
  Senior Vice President
    and Chief Financial    1995     131,250       52,500          --         250,007(7)     60,000(8)    --        1,005
    and Accounting         1994(5)   81,587       50,000          --              --        58,000(9)    --          625
    Officer

David M. Dean              1996     141,300       81,000          --              --       120,000       --          960
  Senior Vice President,   1995     131,250       52,500          --         100,015(7)     60,000(8)    --        1,005
  Law, and Secretary       1994(5)   52,083       15,000          --              --        48,000(9)    --          521

James M. Eidson, Jr.       1996     138,740      331,000          --              --       210,000       --          960
  Senior Vice President,   1995     117,949      392,442     273,758(10)          --        60,000(8)    --           --
  Acquisitions             1994(5)   53,125           --          --              --            --       --           --
</TABLE>
 
---------------

   
(1) Excludes James S. Wassel, who resigned from his position as an executive
    officer and employee of the General Partner in April 1997. For 1996, 1995
    and 1994, Mr. Wassel's salary was $200,000, $200,000 and $143,950,
    respectively, and his bonus for each of such years was $110,000 $55,000 and
    $39,000, respectively. Had the Company been in existence during the entire
    period of 1994, Mr. Wassel's base salary would have been $200,000. In
    addition, the Company issued 1,196 Units valued at $16.75 (a total of
    $20,033) to Mr. Wassel in 1995 as non-cash bonus compensation. In 1994 and
    1996, the Company granted Mr. Wassel options to purchase 10,000 and 60,000
    Common Shares, respectively. The 10,000 options were granted in 1995 based
    on Mr. Wassel's performance in 1994.
    
 
(2) All amounts in this column represent matching contributions to the Crescent
    Real Estate Equities, Ltd. 401(k) Plan.
 
(3) The number of securities underlying options granted represent the number of
    Common Shares issuable following (i) exercise of Plan Options for Plan Units
    on a one-for-one basis and (ii) assuming shareholder approval of Exchange
    Rights for such Plan Units, the exchange of Plan Units for Common Shares
    on a one-for-two basis.
 
(4) Mr. Haddock served as President and Chief Operating Officer of the Company
    from the Company's inception in 1994 to December 19, 1996.
 
(5) Had the Company been in existence during the entire period of 1994, base
    salaries would have been $160,000, $160,000, $125,000, $125,000, and $85,000
    for Messrs. Haddock, Goff, Lucas, Dean, and Eidson, respectively.
 
(6) Mr. Goff served as Chief Executive Officer of the Company from the Company's
    inception in 1994 to December 19, 1996.
 
(7) The Company issued 16,598 and 6,640 Restricted Shares on June 12, 1995 at a
    market price of $15.0625 and vest annually in equal one-fifth installments
    to Mr. Lucas and Mr. Dean, respectively. Dividends are paid on the 
    Restricted Shares to the holder of the Restricted Shares.




                                         6
<PAGE>   9
 
 (8) Represents shares underlying options granted in March 1996 based on
     individual's performance in 1995.
 
 (9) Includes 8,000 shares underlying options granted in 1995 based on
     individual's performance in 1994.
 
   
(10) The Company issued 19,044 Units valued at $14.375 to Mr. Eidson as 
     non-cash bonus compensation.
 
 
     The following table provides certain information regarding options granted
to the named executive  officers for the year ended December 31, 1996. The
Company has not granted any SARs.
    
 
                                    TABLE 2
 
             OPTION/SAR GRANTS FOR THE YEAR ENDED DECEMBER 31, 1996
 
   
<TABLE>
<CAPTION>
                                                                                                       POTENTIAL
                                                                                                  REALIZABLE VALUE AT
                                                                                                     ASSUMED ANNUAL
                                   NUMBER OF      % OF TOTAL                                         RATES OF STOCK
                                   SECURITIES      OPTIONS                                         PRICE APPRECIATION
                                   UNDERLYING     GRANTED TO       EXERCISE                         FOR OPTION TERM*
                                    OPTIONS      EMPLOYEES IN      OR BASE        EXPIRATION      --------------------
              NAME(1)              GRANTED(#)    FISCAL YEAR     PRICE($/SH.)        DATE            5%         10%
              ----                 ----------    ------------    ------------    -------------    --------    --------
                                                                                                     (IN THOUSANDS)
<S>                                <C>           <C>             <C>             <C>              <C>         <C>
Gerald W. Haddock................  2,000,000(2)      41.2%         $17.5625        July 2006       $22,090     $55,980
John C. Goff.....................  2,000,000(2)      41.2%         $17.5625        July 2006       $22,090     $55,980
Dallas E. Lucas..................    120,000(3)       2.5%         $21.8125      November 2006     $ 1,646     $ 4,172
David M. Dean....................    120,000(3)       2.5%         $21.8125      November 2006     $ 1,646     $ 4,172
James M. Eidson, Jr..............    210,000(4)       4.3%         $20.5982      July/November     $ 2,720(4)  $ 6,894(4)
                                                                                    2006(4)
</TABLE>
    
 
---------------
 
   
 *  Potential Realizable Value is the change in share price of securities
    underlying options granted, based on the assumed annual growth rates shown
    over their 10-year option term. For example, a 5% growth rate, compounded
    annually, for Mr. Haddock's grant results in a share price of $28.61 per
    share and a 10% growth rate, compounded annually, results in a share price
    of $45.55 per share. These potential realizable values are listed to comply
    with the regulations of the Securities and Exchange Commission (the
    "Commission"), and the Company cannot predict whether these values will be
    achieved. Actual gains, if any, on share option exercise are dependent on
    the future performance of the shares.
 
(1) Excludes James S. Wassel, who resigned from his position as an executive 
    officer and employee of the General Partner in April 1997. For 1996, the
    Company granted options to purchase 60,000 Common Shares to Mr. Wassel,
    representing 1.2% of the total options granted to employees for 1996. The
    options had an exercise price of $21.8125 per Common Share and, due to Mr.
    Wassel's resignation, expired in April 1997. The "potential realizable
    value" of such options (see above note explaining the calculation thereof)
    at a 5% and 10% assumed annual rate of stock price appreciation for the
    option term is $823,000 and $2,086,000 respectively.
    

(2) The number of securities underlying options granted represent the number of
    Common Shares issuable following (i) exercise of Plan Options for Plan Units
    on a one-for-one basis and, (ii) assuming shareholder approval of Exchange
    Rights for such Plan Units, the exchange of Plan Units for Common Shares on
    a one-for-two basis. Plan Options relating to 1,500,000 Common Shares vest
    in equal one-seventh installments on July 16, 1997, 1998, 1999, 2000, 2001,
    2002 and 2003; Plan Options relating to 500,000 Common Shares vested on
    January 8, 1997.
        
(3) Vest in equal one-fifth installments on November 19, 1997, 1998, 1999, 2000
    and 2001.
 
   
(4) Options relating to 150,000 Common Shares (i) vest in equal one-fifth
    installments on November 19, 1997, 1998, 1999, 2000 and 2001, (ii) have an
    expiration date of November 2006 and (iii) have a potential realizable value
    of $2,058,000 and $5,215,000 based on 5% and 10%, respectively, assumed
    annual rates of stock price appreciation for the option term. Options
    relating to the remaining 60,000 Common Shares (i) vest in equal one-fifth
    installments on July 16, 1997, 1998, 1999, 2000 and 2001, (ii) have an
    expiration date of July 2006 and (iii) have a potential realizable value of
    $662,000 and $1,679,000 based on 5% and 10%, respectively, assumed annual
    rates of stock price appreciation for the option term.
    
        


                                       7
<PAGE>   10
 
     The following table provides information about option exercises by the
named executive officers in the last fiscal year and options held by each of
them at December 31, 1996. The Company has not granted any SARs.
 
                                    TABLE 3
 
                       OPTION VALUES AT DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                                    NUMBER OF SECURITIES
                                                                   UNDERLYING UNEXERCISED          VALUE OF UNEXERCISED
                                                                         OPTIONS AT                IN-THE-MONEY OPTIONS
                                      SHARES                         FISCAL YEAR END(#)          AT FISCAL YEAR END($)(4)
                                    ACQUIRED ON      VALUE      ----------------------------    ---------------------------
               NAME(1)              EXERCISE(#)   REALIZED($)   EXERCISABLE    UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
               ----                 -----------   -----------   -----------    -------------    -----------   -------------
                                                                                                      (IN THOUSANDS)
<S>                                 <C>           <C>           <C>            <C>              <C>           <C>
Gerald W. Haddock.................      --            --           893,314(2)    1,759,158(3)     $ 9,543        $16,494
John C. Goff......................      --            --         1,052,936(2)    1,838,968(3)     $11,758        $17,602
Dallas E. Lucas...................      --            --            34,933         203,067        $   484        $ 1,477
David M. Dean.....................      --            --            21,600         206,400        $   289        $ 1,513
James M. Eidson, Jr...............      --            --                --         270,000             --        $ 1,824
</TABLE>
 
---------------

   
(1) Excludes James S. Wassel, who resigned from his position as an executive
    officer and employee of the General Partner in April 1997. At December 31,
    1996, Mr. Wassel held exercisable options to acquire 2,000 Common Shares,
    and unexercisable options to acquire 128,000 Common Shares. The value of
    the unexercised in-the-money options held by Mr. Wassel at December 31,
    1996 was $27,000 for exercisable options and $683,000 for unexercisable
    options. As a result of Mr. Wassel's resignation, all exercisable options
    must be exercised by April 1998, and all unexercisable options lapsed.
    
 
(2) The number of securities underlying exercisable but unexercised options
    includes 500,000 Common Shares. Such Common Shares may be issued following
    exercise of Plan Options for Plan Units on a one-for-one basis and, assuming
    shareholder approval of Exchange Rights for such Plan Units, the exchange 
    of Plan Units for Common Shares on a one-for-two basis.
 
(3) The number of securities underlying unexercisable and unexercised options
    includes 1,500,000 Common Shares. Such Common Shares may be issued following
    vesting and exercise of Plan Options for Plan Units on a one-for-one basis
    and, assuming shareholder approval of Exchange Rights for such Plan Units,
    the exchange of Plan Units for Common Shares on a one-for-two basis.
 
(4) Market value of securities underlying in-the-money options based on the
    closing price of the Company's Common Shares on December 31, 1996 (the last
    trading day of the fiscal year) on the New York Stock Exchange of $26.375,
    minus exercise price.
 
TRUST MANAGERS COMPENSATION

     Each trust manager who is not also an officer of the Company receives an
annual fee of $20,000 (payable in cash or, at the election of the trust manager,
in Common Shares with the equivalent fair market value), a meeting fee of $1,000
for each Board of Trust Managers (but not committee) meeting attended (in person
or by telephone) and reimbursement of expenses incurred in attending meetings.
Trust Managers who are also officers receive no separate compensation for their
service as trust managers.      

EMPLOYMENT AGREEMENTS
 
     As part of the transactions in connection with the formation of the
Company, the Operating Partnership assumed Employment Agreements between
Rainwater, Inc., and each of John C. Goff and Gerald W. Haddock. The Employment
Agreements for Messrs. Goff and Haddock provide that each of them shall receive
minimum base compensation of $160,000 per annum. On July 1, 1995, the General
Partner's Board of Directors increased the salary for each of Messrs. Goff and
Haddock to $240,000 per annum. On March 14, 1996, the General Partner's Board of
Directors increased the salary for each of Messrs. Goff and Haddock to $300,000
per annum and, on March 2, 1997, to $400,000 per annum. The term of each of the
Employment Agreements expires on April 15, 1998, subject to automatic renewal
for one-year terms unless terminated by the Operating Partnership or Messrs.
Goff or Haddock. Such Employment Agreements also require that Messrs. Goff and
Haddock enter into the Noncompetition Agreements described below.
 
AGREEMENTS NOT TO COMPETE
 
     The Company is dependent on the services of Richard E. Rainwater, John C.
Goff and Gerald W. Haddock. Messrs. Goff and Haddock are employees of the
Company. Mr. Rainwater serves as Chairman of the Board of Trust Managers, but
has no employment agreement with the Company and, therefore, is not obligated to
remain with the Company for any specified term. In connection with the initial
public offering of the Company's Common Shares in May 1994 (the "Initial
Offering"), each of Messrs. Rainwater, Goff and Haddock entered into a
Noncompetition Agreement with the Company that restricts him from engaging in
certain real estate related activities during specified periods of time. The
restrictions imposed by Mr. Rainwater's Noncompetition Agreement will terminate
one year after the later to occur of (i) the date on which Mr. Rainwater ceases
to serve as a trust manager of the Company and (ii) the date on which Mr.
Rainwater's beneficial ownership of the Company (including Common Shares and
Units) first represents less than a 2.5% ownership interest in the Company, but
in no event earlier than May 5, 1997. The Noncompetition Agreements do not
prohibit Messrs. Rainwater, Goff and Haddock from engaging in certain activities
with respect to properties already owned or from making certain passive real
estate investments. The restrictions imposed by Mr. Goff's and Mr. Haddock's
Noncompetition Agreements will terminate one year after the subject individual
first ceases to be a trust manager or an executive officer of the Company.
 
     In addition, each of Messrs. Rainwater, Goff and Haddock has agreed that,
as long as his Noncompetition Agreement remains in effect, real estate
investment opportunities that are presented to him will be offered to the
Company and that, if the Company elects not to make any investment offered to it
by any of them, neither the party who offered such investment opportunity to the
Company nor his controlled affiliates will participate in the investment.
 



                                       8
<PAGE>   11
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
                  VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
 
     The following table sets forth the beneficial ownership of Common Shares
and Units for (i) each shareholder of the Company who beneficially owns more
than 5% of the Common Shares or Units; (ii) each trust manager and named
executive officer of the Company or General Partner; and (iii) the trust
managers and executive officers of the Company or General Partner as a group.
Unless otherwise indicated in the footnotes, all Common Shares and all Units
are owned directly by the listed beneficial owner.
    
 
                              BENEFICIAL OWNERSHIP
 
<TABLE>
<CAPTION>                                                                                                                          
                                                                                                                       PERCENT OF  
                                    NUMBER                  PERCENT     NUMBER                 PERCENT    NUMBER OF      SHARES    
       NAME AND ADDRESS OF            OF                      OF          OF                      OF      SHARES AND      AND      
       BENEFICIAL OWNER(1)         SHARES(2)               SHARES(3)   UNITS(2)                UNITS(3)    UNITS(2)     UNITS(3)   
       -------------------         ---------               ---------   ---------               --------   ----------   ----------  
<S>                                <C>                     <C>         <C>                     <C>        <C>          <C>         
Richard E. Rainwater.............  7,065,912(4)(5)            7.2%     6,822,962(5)              51.4%    13,888,874      12.5%    
John C. Goff.....................  1,005,934(4)(6)            1.0%     1,270,114(7)               9.2%     2,276,048       2.0%    
Gerald W. Haddock................    652,984(4)(6)            0.7%     1,040,638(8)               7.6%     1,693,622       1.5%    
Dallas E. Lucas..................     68,200(4)(6)(9)           *             --                    *         68,200         *     
David M. Dean....................     46,878(4)(6)(9)           *             --                    *         46,878         *     
James M. Eidson, Jr..............     32,720(4)(6)              *             --                              32,720         *     
Anthony M. Frank.................     19,800(4)                 *             --                    *         19,800         *     
Morton H. Meyerson...............    103,597(10)                *         54,858(10)                 *       158,455         *     
William F. Quinn.................     22,597(4)                 *             --                    *         22,597         *     
Paul E. Rowsey, III..............     33,997(4)                 *             --                    *         33,977         *     
Melvin Zuckerman.................          0                    *      1,484,566                 11.2%     1,484,566       1.4%    
FMR Corp.........................  7,190,800(11)              7.5%            --                    *      7,190,800       6.6%    
  82 Devonshire Street                                                                                                             
  Boston, Massachusetts 02109                                                                                                      
The Prudential Insurance.........  5,161,696(12)              5.3%            --                    *      5,161,696       4.7%    
  Company of America                                                                                                               
  Prudential Plaza                                                                                                                 
  Newark, New Jersey 07102-3777                                                                                                    
Cohen & Steers Capital...........  5,321,200(13)              5.5%            --                    *      5,321,200       4.8%    
  Management, Inc.                                                                                                                 
  757 Third Avenue                                                                                                                 
  New York, New York 10017                                                                                                         
Trust Managers and Executive                                                                                                       
  Officers as a Group (19                                                                                                          
  persons(14))...................  9,162,151(4)(5)(6)(9)      9.2%     10,675,722(5)(7)(8)(10)   74.8%    19,837,873      17.4%    
                                            (10)(15)
</TABLE>                                            
 
---------------
 
  *  Less than 1%





                                       9

<PAGE>   12
 (1) Unless otherwise indicated, the address of each beneficial owner is 777
     Main Street, Suite 2100, Fort Worth, Texas 76102.
 
   
 (2) All information is as of May 9, 1997 unless otherwise indicated. All
     information as to number of Units reflects the number of Common Shares
     issuable (on a one-for-two basis) upon exchange of Units, assuming the
     availability of Exchange Rights of all Units. As of such date, 96,488,489
     Common Shares ("Shares") and 13,267,072 Units were outstanding. For
     purposes of this table, a person is deemed to have "beneficial ownership"
     of the number of Shares that such person has the right to acquire within
     60 days of May 9, 1997 upon exercise of options to purchase Common Shares
     ("Options") granted pursuant to the Company's 1994 Stock Incentive Plan
     and the Amended 1995 Plan or, for Units, upon the exchange of Units for
     Common Shares on a one-for-two basis (assuming the Company elects to issue
     Shares rather than pay cash upon such exchange). The total number of Units
     outstanding represents approximately 12.1% of the total partnership
     interests in the Operating Partnership.
 
 (3) For purposes of computing the percentage of outstanding Shares held by each
     person, all Common Shares that such person has the right to acquire within
     60 days pursuant to the exercise of Options or upon the exchange of Units
     (assuming the availability of Exchange Rights for all Units) for Common
     Shares are deemed to be outstanding, but are not deemed to be outstanding
     for the purpose of computing the ownership percentage of any other person.
     For purposes of computing the percentage of outstanding Units and the
     percentage of outstanding Shares and Units held by each person, all Units
     that such person has the right to acquire within 60 days upon the exchange
     of Units (assuming the availability of Exchange Rights for all Units) for
     Common Shares on a one-for-two basis are deemed to be outstanding.
    
 
 (4) The number of Shares beneficially owned by the following persons includes
     the number of Shares indicated due to the vesting of Options: Richard E.
     Rainwater -- 1,165,624; John C. Goff -- 891,904; Gerald W. Haddock --
     652,472; Dallas E. Lucas -- 50,200; David M. Dean -- 40,400;  James M.
     Eidson, Jr. -- 12,000; Anthony M. Frank -- 2,800; William F. Quinn -17,800;
     Paul E. Rowsey, III -- 32,800; and Trust Managers and Executive Officers as
     a Group -- 2,951,600.
        
 (5) The number of Shares and Units beneficially owned by Richard E. Rainwater
     includes 1,200,000 Shares and 126,588 Units owned by trusts established for
     the benefit of Mr. Rainwater's children, and 460,000 Shares and 1,780 Units
     owned by Darla Moore, who is Mr. Rainwater's spouse. Mr. Rainwater
     disclaims beneficial ownership as to all such 1,660,000 Shares and 128,368
     Units. In addition, the number of Shares and Units beneficially owned by
     Mr. Rainwater includes 2,206,374 Shares and 6,335,126 Units owned
     indirectly by Mr. Rainwater, including (i) 12,346 Shares and 49,506 Units
     owned by Rainwater, Inc., a Texas corporation, of which Mr. Rainwater is
     the sole director and owner, (ii) 10,070 Units owned by Tower Holdings,
     Inc., a Texas corporation, of which Mr. Rainwater is the sole director and
     owner, (iii) 33,296 Units owned by 777 Main Street Corporation, a Texas
     corporation, of which Mr. Rainwater is the sole director and owner, (iv)
     2,425,836 Units owned by Rainwater Investor Partners, Ltd., a Texas limited
     partnership, of which Rainwater Inc. is the sole general partner, (v)
     555,424 Units owned by Rainwater RainAm Investors, L.P., a Texas limited
     partnership, of which Rainwater, Inc. is the sole general partner, (vi)
     3,260,994 Units owned by Office Towers LLC, a Nevada limited liability
     company, of which Mr. Rainwater and Rainwater, Inc. own an aggregate 100%
     interest, and (vii) 2,194,028 Shares owned by the Richard E. Rainwater 1995
     Charitable Remainder Unitrust No. 1, of which Mr. Rainwater is the sole
     trustee.
 
 (6) The number of Shares beneficially owned by the following persons includes
     the number of Common Shares indirectly owned through participation in the
     Company's 401(k) Plan as of December 31, 1996 as follows: John C. Goff --
     500; Gerald W. Haddock -- 512; Dallas E. Lucas -- 402; David M. Dean --
     766; James M. Eidson, Jr. -- 272 and Trust Managers and Executive Officers
     as a Group -- 5,822.
        
   
 (7) The number of Units beneficially owned by John C. Goff includes 152,560
     Units owned by Goff Family, L.P., a Delaware limited partnership, of which
     Mr. Goff is a general partner, and includes 500,000 Units due to the
     vesting of Plan Options.
 
 (8) The number of Units beneficially owned by Gerald W. Haddock includes
     101,706 Units owned by Haddock Family, L.P., a Delaware limited
     partnership, of which Mr. Haddock is a general partner, and includes
     500,000 Units due to the vesting of Plan Options. 
     



                                      10
<PAGE>   13
   
 (9) The number of Shares beneficially owned by Dallas E. Lucas and David M.
     Dean includes 13,278 and 5,314 Restricted Shares, respectively that vest
     in equal amounts during the next four years. Mr. Lucas and Mr. Dean each 
     has sole voting power with respect to all such Restricted Shares owned by 
     him.
    
        
(10) The number of Shares beneficially owned by Morton H. Meyerson includes
     80,000 Shares owned by trusts established for the benefit of Mr. Meyerson's
     children. Mr. Meyerson disclaims beneficial ownership as to all of such
     80,000 Shares. The number of Units beneficially owned by Morton H. Meyerson
     includes 16,880 Units owned by trusts established for the benefit of Mr.
     Meyerson's children. Mr. Meyerson disclaims beneficial ownership as to all
     of such Units.
 
(11) As reported in the Schedule 13G dated February 14, 1997, filed by FMR
     Corp., Fidelity Management & Research Company ("Fidelity"), a registered
     investment adviser and a wholly owned subsidiary of FMR Corp., is the
     beneficial owner of 6,648,800 Shares as a result of its serving as
     investment adviser to various registered investment companies (the
     "Funds"). Each of Edward C. Johnson III, Chairman of FMR Corp., FMR Corp.,
     through its control of Fidelity Management & Research Company, and the
     Funds has sole power to dispose of such Shares owned by the Funds. Neither
     FMR Corp., nor Edward C. Johnson III has the sole power to vote or direct
     the voting of the Shares owned directly by the Funds, which power resides
     with the Funds' Boards of Trustees. Fidelity carries out the voting of the
     Shares under written guidelines established by the Funds' Boards of
     Trustees. In addition to such 6,648,800 Shares, Fidelity Management Trust
     Company, a wholly owned subsidiary of FMR Corp., is the beneficial owner of
     271,000 Shares as a result of its serving as investment manager of the
     institutional account(s). Edward C. Johnson III and FMR Corp., through its
     control of Fidelity Management Trust Company, have sole voting and
     dispositive power over such 271,000 Shares owned by the institutional
     account(s) as reported above. All information presented herein relating to
     FMR Corp. and Fidelity is based solely on the Schedule 13G filed by FMR
     Corp.
 
(12) As reported in the Schedule 13G (Amendment No. 1) dated January 28, 1997,
     filed by The Prudential Insurance Company of America ("Prudential"),
     Prudential may have direct or indirect voting and/or investment discretion
     over 5,161,696 Shares which are held for the benefit of Prudential's
     clients by its separate accounts, externally managed accounts, registered
     investment companies, subsidiaries and/or other affiliates. Prudential is
     reporting the combined holdings of these entities for the purpose of
     administrative convenience. Prudential has shared voting and dispositive
     power with respect to 5,155,096 of such Shares and sole voting and
     dispositive power with respect to 6,600 of such Shares. All information
     presented herein relating to Prudential is based solely on the Schedule 13G
     filed by Prudential.
 
(13) As reported in the Schedule 13G dated March 7, 1996, filed by Cohen &
     Steers Capital Management ("Cohen & Steers"), Cohen & Steers has sole power
     to vote or direct the vote of 4,555,600 shares and sole power to dispose of
     or direct the disposition of 5,321,200 shares. All information presented
     herein relating to Cohen & Steers is based solely on the Schedule 13G filed
     by Cohen & Steers.
 
   
(14) Excludes James S. Wassel, who resigned from his position as an executive
     officer and employee of the General Partner in April 1997. As of May 9,
     1997, Mr. Wassel was the beneficial owner of 2,908 Common Shares,
     including 2,000 Common Shares attributable to the vesting of options and
     1,196 Units. In addition, this amount includes 908 Common Shares owned by
     Mr. Wassel at December 31, 1996 through participation in the Company's 
     401(k) Plan.
        
(15) The number of shares beneficially owned by the trust managers and executive
     officers as a group includes an aggregate of 5,576 Restricted Shares held
     by two executive officers other than Messrs. Lucas and Dean. Such
     Restricted Shares will vest in  equal amounts during the next four years.
     Each such executive officer has sole voting power with respect to all
     Restricted Shares owned by him.
    
             




                                      11
<PAGE>   14
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 
   
     At the end of 1996, the Company owned four hotel properties, Hyatt Regency
Beaver Creek, Denver Marriott City Center, Hyatt Regency Albuquerque and Sonoma
Mission Inn & Spa, and two destination health and fitness resorts, Canyon
Ranch-Tucson and Canyon Ranch-Lenox (collectively, the "Hotel Properties"). The
Company has leased each of the Hotel Properties to independent companies (the
"Hotel Lessees") pursuant to six separate leases. The independent companies are
owned 4.5% by each of John C. Goff and Gerald W. Haddock, each of whom is an
officer and trust manager of the Company, and 91% by the Hotel Lessees' asset
managers. Under the leases, each having a term of 10 years, the Hotel Lessees
have assumed the rights and obligations of the property owner under the
management agreement with the hotel operators, as well as the obligation to pay
all property taxes and other charges against the property. As part of each of
the lease agreements for five of the Hotel Properties, the Company has agreed to
fund all capital expenditures relating to furniture, fixtures and equipment
reserves required under the applicable management agreements. The only exception
is Canyon Ranch-Tucson, in which the Hotel Lessee of such property owns all
furniture, fixtures and equipment associated with the property and will fund all
related capital expenditures. Each of the leases provides for the payment by the
respective Hotel Lessee of (i) base rent, with periodic rent increases, (ii)
percentage rent based on a percentage of gross room revenues above a specified
amount and (iii) a percentage of gross food and beverage revenues above a
specified amount. Under the leases, the Hotel Lessees paid an aggregate of
$15,881,117 in rent to the Company during 1996.
 
     In July 1996, the Company acquired Canyon Ranch-Tucson and in December
1996, the Company acquired Canyon Ranch-Lenox for purchase prices of
approximately $57,000,000 and $30,000,000, respectively. Melvin Zuckerman, who
became a trust manager of the Company in November 1996, was the principal
shareholder of the corporation (the "Seller") which owned Canyon Ranch-Tucson
and which was the general partner of the partnership that owned Canyon
Ranch-Lenox prior to the sale to the Company. Of the approximately $57,000,000
paid by the Company for Canyon Ranch-Tucson, approximately $27,000,000 was paid
through the issuance of Units to the Seller. Each of the purchase prices for
the acquisitions was determined as the result of negotiations between the
Seller and the Chief Executive Officer of the Company.
 
     In July 1996, the Company also obtained from the Seller an option to
acquire up to 30% of a management company to be formed by the Seller. The
management company will have all rights to develop and manage new Canyon Ranch
resorts, both within the United States and internationally, and to use and
sublicense the Canyon Ranch name and trademarks. The Company must exercise the
option on or before July 26, 1997, either in full or in three increments, for
an aggregate maximum of $6,000,000, which amount was determined as the result of
negotiations between the Seller and the Chief Executive Officer of the Company.
 
     Effective March 14, 1996 and July 16, 1996, the Company loaned to each of
Morton M. Meyerson and Anthony M. Frank, independent directors of the Company,
$187,425 on a recourse basis, pursuant to a plan approved by the Board of Trust
Managers for all holders of options under the 1994 Crescent Real Estate
Equities, Inc. Stock Incentive Plan (the "1994 Plan") and the Amended 1995
Plan. Each of Messrs. Meyerson and Frank used the proceeds of the loan,
together with $75.00 in cash, to acquire 15,000 Common Shares pursuant to the
exercise of 15,000 options that were granted to Messrs. Meyerson and Frank on
May 5, 1994 under the 1994 Plan. Each of the loans bears interest at a fixed
annual rate equal to the dividend yield on the Common Shares as of March 14,
1996 (for Mr. Meyerson's loan) and July 16, 1996 (for Mr. Frank's loan), the
effective date of the applicable loan. Each loan is payable, interest only, on
a quarterly basis from dividends paid with respect to such 15,000 Common Shares,
with a final payment of all accrued and unpaid interest plus the entire
original principal balance due on March 14, 2001 (for Mr. Meyerson's loan) and
July 16, 2001 (for Mr. Frank's loan). Mr. Meyerson's loan is secured by 7,500
Units owned by Mr. Meyerson, and Mr. Frank's loan is secured by 15,000 Common
Shares owned by Mr. Frank. In addition, effective March 14, 1997, the Company
loaned Mr. Meyerson $45,311 on a recourse basis, and Mr. Meyerson used the
proceeds of the loan, together with $14.00 in cash, to acquire 2,800 Common
Shares pursuant to the exercise of 2,800 options that were granted to Mr.
Meyerson on April 14, 1996 under the Amended 1995 Plan. The loan bears interest
at a fixed annual rate equal to the dividend yield on the Common Shares as of
March 14, 1997, is secured by the 2,800 Common Shares, and is payable, interest
only, on a quarterly basis
    
 


                                      12
<PAGE>   15
 
from distributions paid with respect to such 2,800 Common Shares, with a final
payment of all accrued and unpaid interest plus the entire original principal
balance due on March 14, 2002.
 
   

     Effective in April 1996, the Company purchased 1,187,906 shares of the
Series B Non-Voting Participating Convertible Preferred Stock of Fresh Choice,
Inc. ("Fresh Choice"), a chain of upscale casual restaurants, for a total of
approximately $5,500,000 ($4.63 per share). Mr. Rainwater is currently the
holder of approximately 9% of the voting common stock of Fresh Choice. The
Company also has the option to purchase up to an additional 593,953 shares of
the Series C Participating Non-Voting Convertible Preferred Stock at a price of
$6.00 per share for a period of three years following the closing of the
initial purchase of preferred stock. The Series C preferred stock is senior to
the common stock of Fresh Choice and all other preferred stock of Fresh Choice.
The Series B preferred stock is senior to the common stock of Fresh Choice and
the Series A preferred stock of Fresh Choice. The Series B preferred stock also
is convertible into shares of the common stock of Fresh Choice on a one-for-one
basis (and, under certain conditions relating to the earnings of Fresh Choice,
may be convertible into another class of preferred stock entitled to elect
one-half of the directors of Fresh Choice), provided that, in order to preserve
the Company's REIT status, conversion is not permitted if it would cause the
Company to be treated as the owner of more than 10% of the outstanding voting
securities of Fresh Choice for federal income tax purposes. In addition, the
Company will have the option until 2006 to purchase all of Mr. Rainwater's
stock in Fresh Choice for $7.34 per share, which represents the cost of such
shares to Mr. Rainwater plus Mr. Rainwater's costs associated with the
acquisition of such stock and his cost of capital to hold such stock at the
rate of LIBOR plus 50 basis points, adjusted on a quarterly basis. As
compensation for services rendered in connection with the Fresh Choice
investment, the Company also assigned 80,000 of the $6.00 options to Rainwater,
Inc.
 
     On January 29, 1997, the Company entered into an agreement to acquire, for
an aggregate purchase price of approximately $390,000,000, approximately 90
behavioral healthcare facilities (the "Facilities") owned and operated by a
subsidiary of Magellan Health Services, Inc. ("Magellan") and warrants to
purchase shares of Magellan's common stock. The purchase price was determined
as the result of negotiations between the Vice Chairman and the Chief Executive
Officer of the Company and Magellan. The warrants will permit the Company to
purchase up to 1,283,311 shares of common stock of Magellan, at an exercise
price of $30.00 per share, with such warrants exercisable, in increments,
during the period from May 1998 through May 2009. In connection with the
transaction, a new corporation ("Crescent Affiliate") will be formed by the
Company (through a spin-off of shares of Crescent Affiliate to all shareholders
of the Company and limited partners of the Operating Partnership at the time of
the spin-off). It is anticipated that Messrs. Rainwater, Goff and Haddock will
be directors of Crescent Affiliate and will serve as executive officers of
Crescent Affiliate (in the same capacities as for the Company). Crescent
Affiliate and Magellan will form a new limited liability company ("CBHS") to
operate the Facilities. Crescent Affiliate and Magellan each will have a 50%
interest in CBHS, subject to dilution of up to 5% each in connection with
future incentive compensation of management of CBHS. CBHS will lease the
Facilities from the Company pursuant to a triple-net lease with an initial
12-year term (subject to four, five-year renewal options) for annual minimum
rent of $40,000,000, increasing annually at a 5% compounded annual rate.
    
 
     Messrs. Rainwater, Goff and Haddock and Mr. Rainwater's children own shares
of Magellan common stock and warrants to acquire Magellan common stock. Mr.
Rainwater, either directly or indirectly, owns approximately 2,475,000 shares,
and warrants to acquire 1,237,500 shares, of Magellan common stock. Mr.
Rainwater's children, either directly or indirectly, own approximately 320,000
shares, and warrants to acquire 160,000 shares, of Magellan common stock.
Messrs. Goff and Haddock each own, directly or indirectly, approximately 57,000
shares, and warrants to acquire 28,500 shares, of Magellan common stock. These
warrants entitle the warrant holders to purchase, at any time until the January
25, 2000 expiration date, shares of Magellan common stock at a purchase price of
$26.15 per share.
 
     Darla D. Moore is married to Mr. Rainwater and is a director of Magellan.
As part of the arrangements pursuant to which Mr. Rainwater acquired securities
of Magellan, an affiliate of Mr. Rainwater has the right to designate a nominee
acceptable to Magellan for election as a director of Magellan for so long as Mr.
Rainwater and his affiliates continue to own beneficially a specified minimum
number of shares of Magellan common stock. Mr. Rainwater's affiliate proposed
Ms. Moore as its nominee for director, and Ms. Moore was elected a director by
the Magellan Board on February 22, 1996.
 
     Management believes that the foregoing transactions are on terms no less
favorable than those that could have been obtained in comparable transactions
with unaffiliated parties.
 




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<PAGE>   16
                                  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 16th day of
May, 1997.
    

                                   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





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