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                                                                     EXHIBIT 2.3


                                FIRST AMENDMENT
                        TO AGREEMENT AND PLAN OF MERGER

         This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"AMENDMENT") is dated as of February 17, 1998 and entered into by and between
Station Casinos, Inc., a Nevada corporation (the "COMPANY") and Crescent Real
Estate Equities Company, a Texas real estate investment trust ("CRESCENT") with
reference to that certain Agreement and Plan of Merger, dated as of January 16,
1998 by and between the Company and Crescent ("MERGER AGREEMENT"). Capitalized
terms used in this Amendment without definition shall have the meanings set
forth in the Merger Agreement.

                         AMENDMENTS TO MERGER AGREEMENT

         1.1     Amendment to Subsection 5.2(c). Subsection 5.2(c) of the
Merger Agreement is hereby amended by deleting such subsection in its entirety
and substituting for such subsection the following:

                 "(c)     Each of the Company and Crescent will, or will cause
         the appropriate party to, as soon as practicable after execution and
         delivery of this Agreement and in a manner designed not to delay the
         Closing, make all filings or submissions that may be required under
         the HSR Act. Each of the Company and Crescent will, or will cause the
         appropriate party to, promptly furnish to the other such necessary
         information and reasonable assistance as the other may request in
         connection with the preparation of any filing or submissions necessary
         under the HSR Act. Without limiting the generality of the foregoing,
         each of the Company and Crescent will promptly notify the other of the
         receipt and content of any inquiries or requests for additional
         information made by any Governmental Entity in connection therewith and
         will, or will cause the appropriate party to, promptly (i) comply
         with any such inquiry or request and (ii) provide the other with a
         description of the information provided to any Governmental Entity with
         respect to any such inquiry or request. In addition, each of the
         Company and Crescent will keep the other apprised of the status of any
         such inquiry or request."

                                MISCELLANEOUS

         2.1     Effect on Merger Agreement.  On and after the date of this
Amendment, each reference in the Merger Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import referring to the
Merger Agreement shall mean and be a reference to the Merger Agreement as
amended by this Amendment. Except as specifically amended by this Amendment,
the Merger Agreement shall remain in full force and effect and is hereby
ratified and confirmed.

         2.2     Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed entirely within such State.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
duly executed and delivered by their respective officers thereunto authorized as
of the date first written above.

                               STATION CASINOS, INC.

                               By:
                                  ----------------------------------------------
                                  Glenn C. Christenson
                                  Executive Vice President, Chief Administrative
                                  Officer and Chief Financial Officer


                               CRESCENT REAL ESTATE EQUITIES COMPANY

                               By:
                                  ----------------------------------------------
                                  Name: 
                                  Title:


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