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                                                                    EXHIBIT 4.05
                                   [FRONT]

               NUMBER                                       SHARES     
                                                                         
                                                                             
                                                                         

         FORMED UNDER THE LAWS OF               THIS CERTIFICATE IS TRANSFERABLE
            THE STATE OF TEXAS                    ON THE BOOKS OF THE COMPANY
                                                  



                                      CUSIP 
                                      SEE REVERSE FOR CERTAIN DEFINITIONS


                                    CRESCENT
                          REAL ESTATE EQUITIES COMPANY
                      A TEXAS REAL ESTATE INVESTMENT TRUST
                              SERIES B CONVERTIBLE
                              PREFERRED SHARES OF
                              BENEFICIAL INTEREST
                                PAR VALUE $.01


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THIS CERTIFIES THAT


IS THE OWNER OF
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    FULLY PAID AND NONASSESSABLE SERIES B CONVERTIBLE PREFERRED SHARES OF 
    BENEFICIAL INTEREST OF

Crescent Real Estate Equities Company (the "Company"), transferable to the
Company by the holder hereof in person, or by duly authorized attorney upon
surrender of this Certificate properly endorsed. 

Witness the seal of the Company and the signatures of its
duly authorized representatives.

Dated:

                                        
                                        


[SIG]               [SIG]               
Secretary           President           
                                        
     THERE ARE RESTRICTIONS ON THE TRANSFER OF THE SHARES EVIDENCED BY THIS
        CERTIFICATE AS MORE FULLY SET FORTH ON THE REVERSE SIDE HEREOF.


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                                   [REVERSE]



                  [CRESCENT REAL ESTATE EQUITIES COMPANY LOGO]


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 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.

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
860 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). EXCEPT AS
OTHERWISE PROVIDED PURSUANT TO THE RESTATED 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 PERCENT 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 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 COMPANY'S
RESTATED DECLARATION OF TRUST SHALL BE VOID AB INITIO AND


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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 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 RESTATED DECLARATION OF TRUST OF THE COMPANY. ALL DEFINED
TERMS USED IN THIS LEGEND HAVE THE MEANINGS IDENTIFIED IN THE COMPANY'S RESTATED
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.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common 
TEN ENT - as tenants by the entireties 
JT TEN -  as joint tenants with right of
          survivorship and not as tenants in
          common
UNIF GIFT MIN ACT - _____ Custodian ________
                    (Cust)          (Minor)
                    under Uniform Gifts to Minors
                    Act ___________
                          (State)

    Additional abbreviations may also be used though not in the above list.

For value received, ___________________ hereby sell, assign and transfer
unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR THE
  IDENTIFYING NUMBER OF ASSIGNEE

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-----------------------------------------------------------------------Attorney
to transfer the said shares on the books of the within-named Company with full
power of substitution in the premises.

Dated,                                    X
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                NOTICE:                               (SIGNATURE)
         THE SIGNATURE(S) TO THIS
         ASSIGNMENT MUST CORRESPOND
         WITH THE NAME(S) AS WRITTEN      X
         UPON THE FACE OF THE               ---------------------------------- 
         CERTIFICATE IN EVERY                         (SIGNATURE)
         PARTICULAR WITHOUT ALTERATION
         OR ENLARGEMENT OR ANY CHANGE
         WHATEVER.                    
         

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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR
INSTITUTION" AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.

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SIGNATURE(S) GUARANTEED BY:




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