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                                                                     EXHIBIT 4.2

Unless this certificate is presented by an authorized representative of The
Depository Trust Company ("DTC") to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND OWNERSHIP FOR THE PURPOSE OF THE MAINTENANCE OF THE COMPANY'S
STATUS AS A REAL ESTATE INVESTMENT TRUST (A "REIT") UNDER SECTIONS 856 THROUGH
859 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). EXCEPT AS
OTHERWISE PROVIDED PURSUANT TO THE DECLARATION OF TRUST, NO PERSON MAY (i)
BENEFICIALLY OR CONSTRUCTIVELY OWN COMMON SHARES OF BENEFICIAL INTEREST OF THE
COMPANY IN EXCESS OF 8.0 PERCENT (OR SUCH GREATER PERCENTAGE AS MAY BE
DETERMINED BY THE BOARD OF TRUST MANAGERS OF THE COMPANY) OF THE OUTSTANDING
COMMON SHARES OF BENEFICIAL INTEREST (EXCEPT, TO THE EXTENT APPLICABLE, IN SUCH
CIRCUMSTANCES AS THE EXISTING HOLDER LIMIT SHALL APPLY); (ii) BENEFICIALLY OR
CONSTRUCTIVELY OWN PREFERRED SHARES OF BENEFICIAL INTEREST OF THE COMPANY OF ANY
SERIES IN EXCESS OF 9.9 PERCENT OF THE OUTSTANDING PREFERRED SHARES OF
BENEFICIAL INTEREST OF SUCH SERIES; OR (iii) BENEFICIALLY OR CONSTRUCTIVELY OWN
COMMON SHARES OF BENEFICIAL INTEREST OR PREFERRED SHARES OF BENEFICIAL INTEREST
(OF ANY CLASS OR SERIES) WHICH WOULD RESULT IN THE COMPANY BEING "CLOSELY HELD"
UNDER SECTION 856(b) OF THE CODE OR WHICH OTHERWISE COULD CAUSE THE COMPANY TO
FAIL TO QUALIFY AS A REIT. ANY PERSON WHO HAS BENEFICIAL OR CONSTRUCTIVE
OWNERSHIP OR WHO ACQUIRES OR ATTEMPTS TO ACQUIRE BENEFICIAL OR CONSTRUCTIVE
OWNERSHIP OF COMMON SHARES OF BENEFICIAL INTEREST AND/OR PREFERRED SHARES OF
BENEFICIAL INTEREST IN EXCESS OF THE ABOVE LIMITATIONS AND ANY PERSON WHO
BENEFICIALLY OR CONSTRUCTIVELY OWNS EXCESS SHARES OF BENEFICIAL INTEREST AS A
TRANSFEREE OF COMMON SHARES OF BENEFICIAL INTEREST OR PREFERRED SHARES OF
BENEFICIAL INTEREST RESULTING IN AN EXCHANGE FOR EXCESS SHARES OF BENEFICIAL
INTEREST (AS DESCRIBED BELOW) IMMEDIATELY MUST NOTIFY THE COMPANY IN WRITING OR
IN THE EVENT OF A PROPOSED OR ATTEMPTED TRANSFER OR ACQUISITION OR PURPORTED
CHANGE IN BENEFICIAL OR CONSTRUCTIVE OWNERSHIP, MUST GIVE WRITTEN NOTICE TO THE
COMPANY AT LEAST FIFTEEN (15) DAYS PRIOR TO THE PROPOSED OR ATTEMPTED TRANSFER,
TRANSACTION OR OTHER EVENT. ANY TRANSFER OR ACQUISITION OF COMMON SHARES OF
BENEFICIAL INTEREST AND/OR PREFERRED SHARES OF BENEFICIAL INTEREST OR OTHER
EVENT WHICH RESULTS IN VIOLATION OF THE OWNERSHIP OR TRANSFER LIMITATIONS SET
FORTH IN THE DECLARATION OF TRUST SHALL BE VOID AB INITIO AND THE PURPORTED
BENEFICIAL AND RECORD TRANSFEREE SHALL NOT HAVE OR ACQUIRE ANY RIGHTS IN SUCH
COMMON SHARES OF BENEFICIAL INTEREST AND/OR PREFERRED SHARES OF BENEFICIAL
INTEREST. IF THE TRANSFER AND OWNERSHIP LIMITATIONS REFERRED TO HEREIN ARE
VIOLATED, THE COMMON SHARES OF BENEFICIAL INTEREST OR PREFERRED SHARES OF
BENEFICIAL INTEREST REPRESENTED HEREBY AUTOMATICALLY WILL BE EXCHANGED FOR
EXCESS SHARES OF BENEFICIAL INTEREST TO THE EXTENT OF VIOLATION OF SUCH
LIMITATIONS, AND SUCH EXCESS SHARES OF BENEFICIAL INTEREST WILL BE HELD IN TRUST
BY THE COMPANY, ALL AS PROVIDED BY THE DECLARATION OF TRUST. ALL DEFINED TERMS
USED IN THIS LEGEND HAVE THE MEANINGS IDENTIFIED IN THE DECLARATION OF TRUST, AS
THE SAME MAY BE AMENDED FROM TIME TO TIME, AND THE STATEMENT OF DESIGNATION,
COPIES OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS.

               3,400,000 6-3/4% Series A Convertible Cumulative Preferred Shares
                                                            CUSIP No. 225756 204

             6-3/4% Series A Convertible Cumulative Preferred Shares
                           (par value $.01 per share)
                    (Liquidation Preference $25.00 per share)
                    of Crescent Real Estate Equities Company

         Crescent Real Estate Equities Company, a Texas real estate investment
trust (the "Company"), hereby certifies that Cede & Co. or registered assigns
(the "Holder") is the registered owner of 3,400,000 fully paid and
non-assessable securities of the Company designated 6-3/4% Series A Convertible
Cumulative Preferred Shares (par value $.01 per share) (Liquidation Preference
$25.00 per share) (the "Preferred Shares"). The Preferred Shares are
transferable on the books and records of the Company's Transfer Agent and
Registrar, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Preferred Shares represented hereby shall in all respects be subject to the
provisions of the Statement of Designation of the Preferred Shares filed with
the County Clerk of Tarrant County, Texas on January 14, 2004 (the "Statement of
Designation"). The Company will provide a copy of the Statement of Designation
to any record or beneficial owner of the Preferred Shares without charge upon
written request to the Company at its principal place of business.

         Reference is hereby made to the Statement of Designation, which shall
for all purposes have the same effect as if set forth at this place.

         Upon receipt of this certificate, the Holder is bound by the Statement
of Designation and is entitled to the benefits and limitations hereunder and
thereunder.

         Unless the Transfer Agent's Certificate of Authentication hereon has
been properly executed, these Preferred Shares shall not be entitled to any
benefit under the Statement of Designation or be valid or obligatory for any
purposes.

         IN WITNESS WHEREOF, the undersigned officers of Crescent Real Estate
Equities Company have executed this certificate this __ day of January, 2004.

                                           CRESCENT REAL ESTATE EQUITIES COMPANY

                                           By:  ________________________________
                                                President

ATTEST:

By:________________________________
   Secretary

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                 TRANSFER AGENT'S CERTIFICATE OF AUTHENTICATION

         This is the global certificate representing the 6-3/4% Series A
Convertible Cumulative Preferred Shares referred to in the Statement of
Designation.

         Date:

                                 EquiServe Trust Company, N.A.

                                 By: ___________________________
                                     Authorized Signatory

                                       REVERSE OF SECURITY

A FULL STATEMENT OF ALL OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND
RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES OF THE COMPANY'S SHARES OF
BENEFICIAL INTEREST, TO THE EXTENT THEY HAVE BEEN FIXED AND DETERMINED, AND THE
AUTHORITY OF THE TRUST MANAGERS TO FIX AND DETERMINE THE DESIGNATIONS,
PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF SUBSEQUENT SERIES IS SET FORTH
IN THE COMPANY'S RESTATED DECLARATION OF TRUST, AS AMENDED (THE "DECLARATION OF
TRUST") AND THE STATEMENT OF DESIGNATION ON FILE WITH THE COUNTY CLERK OF
TARRANT COUNTY, TEXAS. THE COMPANY, ON WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE, WILL FURNISH A
COPY THEREOF TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE.

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers the Preferred
Shares evidenced hereby to:_____________________________________________________
________________________________________________________________________________
_____________________________________________________

         (Insert assignee's social security or tax identification number)
________________________________________________________________________________
________________________________________________________________________________

         (Insert address and zip code of assignee)

and irrevocably appoints: __________________________________, agent to transfer
the Preferred Shares evidenced hereby on the books of the Transfer Agent and
Registrar. The agent may substitute another to act for him or her.

         Date:

         Signature: ___________________________________
                    (Sign exactly as your name appears on the 6-3/4% Series A
                    Convertible Cumulative Preferred Shares)

         Signature Guarantee:(1) _______________________________________

______________________
(1) Signature must be guaranteed by an "eligible guarantor institution" that is
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Transfer Agent and Registrar, which requirements include
membership in the Securities Transfer Agents Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Transfer Agent
and Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.