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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file numbers
    
    0-51912
0-51913
 CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
CRESCENT FINANCE COMPANY*
 
  DELAWARE 
DELAWARE
    
    75-2531304
42-1536518(State or other jurisdiction of incorporation 
or organization)
    
    (I.R.S. Employer Identification Number)
  
 (817) 321-2100
     
  o þ
  o þ
  þ o
 þ
  o þ o
  o þ
  *
    
    Crescent Finance Company meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K and therefore is filing this form with the reduced disclosure format.




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Item 14. Principal Accountant Fees and Services
  Fiscal Year 2006
    
    
    Fiscal Year 2005Audit Fees(1)
    
    $
    3,639,600
    (3)
    
    $
    3,678,000Audit Related Fees
    
    
    0
    
    
    
    0Tax Fees (2)
    
    
    947,325
    
    
    
    675,775All Other Fees
    
    
    0
    
    
    
    0Total
    
    $
    4,586,925
    
    
    $
    4,353,775
 
 (1)
    
    Audit fees include the audit of our annual financial statements, review of our
quarterly financial statements, audit of managements assessment of internal control over
financial reporting under Section 404 of the Sarbanes-Oxley Act, comfort letters and work
performed in connection with SEC offerings and other filings.(2)
    
    Tax fees include tax consultation and federal and state tax compliance.(3)
    
    Excludes fees associated with the year-end audit that are not yet finalized, and are expected to be approximately $200,000 to $300,000.




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SIGNATURES
 st
 CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
(Registrant)By:
    CRESCENT REAL ESTATE EQUITIES, LTD., Its General PartnerBy
    /s/John C. GoffJohn C. GoffSole Director and Chief Executive Officer st
 CRESCENT FINANCE COMPANY
(Registrant)By
    /s/John C. GoffJohn C. GoffSole Director and Chief Executive Officer




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INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION OF EXHIBIT3.01
    
    Fourth Amended and Restated Agreement of Limited Partnership of
Crescent Real Estate Equities Limited Partnership, dated as of
April 30, 2006, as amended (filed as Exhibit 10.1 to the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 of
Crescent Real Estate Equities Company (the Company) and
incorporated herein by reference)3.02
    
    Certificate of Incorporation of Crescent Finance Company (filed as
Exhibit No. 3.02 to the Registration Statement on Form S-4 (File
No. 333-89194) of the Registrants (the Form S-4) and incorporated
herein by reference)3.03
    
    Bylaws of Crescent Finance Company (filed as Exhibit No. 3.03 to
the Form S-4 and incorporated herein by reference)4.01
    
    Restated Declaration of Trust of Crescent Real Estate Equities
Company, as amended (filed as Exhibit No. 3.1 to the Companys
Current Report on Form 8-K filed April 25, 2002 and incorporated
herein by reference)4.02
    
    Fourth Amended and Restated Bylaws of Crescent Real Estate
Equities Company (filed as Exhibit 3.02 to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2005,
incorporated herein by reference)4.03
    
    Amended and Restated Registration Rights Agreement among the
Registrant, Richard E. Rainwater, Darla D. Moore, Courtney E.
Rainwater, Matthew J. Rainwater, R. Todd Rainwater, The Richard E.
Rainwater Charitable Remainder Unit Trust No. 2 and Rainwater,
Inc. (filed as Exhibit No. 4.05 to Amendment No. 1 to the Form S-4
and incorporated herein by reference)4*
    
    Pursuant to Regulation S-K Item 601 (b) (4) (iii), the Registrants
by this filing agree, upon request, to furnish to the Securities
and Exchange Commission a copy of instruments defining the rights
of holders of long-term debt of the Registrants10.01
    
    Noncompetition Agreement of Richard E. Rainwater, as assigned to
the Registrant on May 5, 1994 (filed as Exhibit No. 10.02 to the
Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (the Company 1997 10-K) and incorporated herein
by reference)10.02
    
    Noncompetition Agreement of John C. Goff, as assigned to the
Registrant on May 5, 1994 (filed as Exhibit No. 10.03 to the
Company 1997 10-K and incorporated herein by reference)




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EXHIBITNUMBER
    
    DESCRIPTION OF EXHIBIT10.04
    
    Form of Officers and Trust Managers Indemnification Agreement as
entered into between the Company and each of its executive
officers and trust managers (filed as Exhibit No. 10.07 to the
Registration Statement on Form S-4 (File No. 333-42293) of the
Registrant and incorporated herein by reference)10.05*
    
    Crescent Real Estate Equities Company 1994 Stock Incentive Plan
(filed as Exhibit No. 10.07 to the Companys Registration
Statement on Form S-11 (File No. 33-75188) (the Form S-11) and
incorporated herein by reference)10.06*
    
    Third Amended and Restated 1995 Crescent Real Estate Equities
Company Stock Incentive Plan (filed as Exhibit No. 10.01 to the
Companys Quarterly Report on Form 10-Q for the quarter ended June
30, 2001 and incorporated herein by reference)10.07*
    
    Amendment dated as of November 4, 1999 to the Crescent Real Estate
Equities Company 1994 Stock Incentive Plan (filed as Exhibit No.
10.10 to the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 (the Company 2000 10-K) and
incorporated herein by reference)10.08*
    
    Amendment dated as of November 1, 2001 to the Crescent Real Estate
Equities Company 1994 Stock Incentive Plan and the Third Amended
and Restated 1995 Crescent Real Estate Equities Company Stock
Incentive Plan (filed as Exhibit No. 10.11 to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2001
and incorporated herein by reference)10.09*
    
    Second Amended and Restated 1995 Crescent Real Estate Equities
Limited Partnership Unit Incentive Plan (filed as Exhibit No.
10.10 to the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 and incorporated herein by reference)10.10*
    
    1996 Crescent Real Estate Equities Limited Partnership Unit
Incentive Plan, as amended (filed as Exhibit No. 10.14 to the
Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 and incorporated herein by reference)10.11*
    
    Amendment dated as of November 5, 1999 to the 1996 Crescent Real
Estate Equities Limited Partnership Unit Incentive Plan (filed as
Exhibit No. 10.13 to the Company 2000 10-K and incorporated herein
by reference)10.12*
    
    Crescent Real Estate Equities, Ltd. Dividend Incentive Unit Plan
(filed as Exhibit No. 10.14 to the Company 2000 10-K and
incorporated herein by reference)10.13*
    
    Annual Incentive Compensation Plan for select Employees of
Crescent Real Estate Equities, Ltd. (filed as Exhibit No. 10.15 to
the Company 2000 10-K and incorporated herein by reference)




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EXHIBITNUMBER
    
    DESCRIPTION OF EXHIBIT10.14*
    
    Form of Registration Rights, Lock-up and Pledge Agreement (filed
as Exhibit No. 10.05 to the Form S-11 and incorporated herein by
reference)10.15
    
    Restricted Stock Agreement by and between the Company and John C.
Goff, dated as of February 19, 2002 (filed as Exhibit No. 10.02 to
the Company 2002 1Q 10-Q and incorporated herein by reference)10.16
    
    Unit Option Agreement pursuant to the 1996 Plan by and between the
Registrant and John C. Goff, dated as of February 19, 2002 (filed
as Exhibit No. 10.01 to the Companys Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 and incorporated herein
by reference)10.17*
    
    Unit Option Agreement by and between the Registrant and John C.
Goff, dated as of February 19, 2002 (filed as Exhibit No. 10.04 to
the Company 1Q 2002 10-Q and incorporated herein by reference)10.18*
    
    Unit Option Agreement by and between the Registrant and Dennis H.
Alberts, dated as of February 19, 2002 (filed as Exhibit No. 10.05
to the Company 1Q 2002 10-Q and incorporated herein by reference)10.19*
    
    Unit Option Agreement by and between the Registrant and Kenneth S.
Moczulski, dated as of February 19, 2002 (filed as Exhibit No. 10.06 to the Company 1Q 2002 10-Q and incorporated herein by
reference)10.20*
    
    Unit Option Agreement by and between the Registrant and David M.
Dean, dated as of February 19, 2002 (filed as Exhibit No. 10.07 to
the Company 1Q 2002 10-Q and incorporated herein by reference)10.21*
    
    Unit Option Agreement by and between the Registrant and Jane E.
Mody, dated as of February 19, 2002 (filed as Exhibit No. 10.08 to
the Company 1Q 2002 10-Q and incorporated herein by reference)10.22*
    
    Unit Option Agreement by and between the Registrant and Jerry R.
Crenshaw, Jr., dated as of February 19, 2002 (filed as Exhibit No. 10.09 to the Company 1Q 2002 10-Q and incorporated herein by
reference)10.23*
    
    Unit Option Agreement by and between the
Registrant and Jane B. Page, dated as of
February 19, 2002 (filed as Exhibit No. 10.10 to
the Company 1Q 2002 10-Q and incorporated herein by reference)10.24*
    
    Unit Option Agreement by and between the
Registrant and John L. Zogg, Jr., dated as of
February 19, 2002 (filed as Exhibit No. 10.11 to
the Company 1Q 2002 10-Q




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EXHIBITNUMBER
    
    DESCRIPTION OF EXHIBITand incorporated herein by reference)10.25*
    
    Unit Option Agreement by and between the
Registrant and Dennis H. Alberts, dated as of
March 5, 2001 (filed as Exhibit No. 10.12 to the
Company 1Q 2002 10-Q and incorporated herein by
reference)10.26*
    
    Unit Option Agreement by and between the
Registrant and Paul R. Smith, dated as of May 16,
2005 (filed as Exhibit No. 10.03 to the Companys
Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005 (the Company 2Q 2005 10-Q)
and incorporated herein by reference)10.27*
    
    2004 Crescent Real Estate Equities Limited
Partnership Long-Term Incentive Plan (filed as
Exhibit 10.27 to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31,
2004 (the Company 2004 10-K) and incorporated
herein by reference)10.28*
    
    2005 Crescent Real Estate Equities Limited
Partnership Long-Term Incentive Plan (filed as
Exhibit 10.02 to the Company 2Q 2005 10-Q and
incorporated herein by reference)10.29
    
    Revolving Credit Agreement of Crescent Real
Estate Funding VIII, L.P., dated February 8,
2005, and Unconditional Guaranty of Payment and
Performance of Crescent Real Estate Equities
Limited Partnership (filed as Exhibit 10.28 to
the Company 2004 10-K and incorporated herein by
reference)10.30
    
    Contribution Agreement effective as of November
10, 2004, relating to the contribution by
Crescent Real Estate Funding I, L.P. of The
Crescent Office Property to Crescent Big Tex I,
L.P. (filed as Exhibit 10.29 to the Company 2004
10-K and incorporated herein by reference)10.31
    
    Purchase and Sale Agreement effective as of
November 10, 2004, relating to the sale by the
Registrant of Houston Center Office Property to
Crescent Big Tex I, L.P. (filed as Exhibit 10.30
to the Company 2004 10-K and incorporated herein
by reference)10.32
    
    Purchase and Sale Agreement effective as of
November 10, 2004, relating to the sale by
Crescent Real Estate Funding X, L.P. of Post Oak
Central Office Property to Crescent Big Tex I,
L.P. (filed as Exhibit 10.31 to the Company 2004
10-K and incorporated herein by reference)12.01
    
    Statement Regarding Computation of Ratio of
Earnings to Fixed Charges (filed as Exhibit 12.01
to the Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 2006 (the
2006 10-K) and incorporated herein by reference)




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EXHIBITNUMBER
    
    DESCRIPTION OF EXHIBIT21.01
    
    List of Subsidiaries (filed as Exhibit 21.01 to
the 2006 10-K and incorporated herein by
reference)23.01
    
    Consent of Ernst & Young LLP (filed as Exhibit
23.01 to the 2006 10-K and incorporated herein by
reference)23.02
    
    Consent of Deloitte & Touche LLP (filed as
Exhibit 23.02 to the 2006 10-K and incorporated
herein by reference)31.01
    
    Certifications of Chief Executive Officer and
Chief Financial Officer pursuant to Rule 13a 
14(a) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)32.01
    
    Certifications of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith)