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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 8-K

                               
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


     Date of Report (Date of earliest event reported):  January 6, 1998




                     CRESCENT REAL ESTATE EQUITIES COMPANY
            (Exact name of Registrant as specified in its Charter)



           Texas                     1-13038                     52-1862813
  (State of Organization)     (Commission File Number)         (IRS Employer 
                                                          Identification Number)
                                    
      777 Main Street, Suite 2100         
           Fort Worth, Texas                                       76102
(Address of Principal Executive Offices)                         (Zip Code)


                                (817) 877-0477
             (Registrant's telephone number, including area code)
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Item 7. Financial Statements and Exhibits.

(c) Exhibits

        The exhibits listed in the following index relate to the Registration
Statement on Form S-3 (No. 333-38071), as amended, of the registrant and are
filed herewith for incorporation by reference in such Registration Statement.

<TABLE>
<CAPTION>
         Exhibit No.                    Description
         -----------                    -----------
            <S>         <C>
             4.02       Form of Common Share Certificate (filed as Exhibit 4.03
                        to the Registrant's Registration Statement on Form S-3
                        (File No. 333-21905) and incorporated herein by 
                        reference)                         
             
             5.01       Opinion of Shaw, Pittman, Potts & Trowbridge as to the 
                        legality of the securities being registered by the
                        registrant

             8.01       Opinion of Shaw, Pittman, Potts & Trowbridge regarding
                        certain material tax issues relating to the registrant

             8.02       Opinion of Locke Purnell Rain Harrell (A Professional
                        Corporation) regarding certain Texas franchise tax
                        matters

            23.01       Consent of Shaw, Pittman, Potts & Trowbridge (included
                        in its opinions filed as Exhibits 5.01 and 8.01)

            23.02       Consent of Locke Purnell Rain Harrell (A Professional
                        Corporation) (included in its opinion filed as Exhibit
                        8.02)

</TABLE>

          
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                                   SIGNATURES

        Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated:  January 6, 1998            CRESCENT REAL ESTATE EQUITIES COMPANY



                                    By:  /s/ DALLAS E. LUCAS
                                         -----------------------
                                             Dallas E. Lucas
                                        Senior Vice President and
                                         Chief Financial Officer



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                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
         Exhibit No.                    Description
         -----------                    -----------
            <S>         <C>
             4.02       Form of Common Share Certificate (filed as Exhibit 4.03
                        to the Registrant's Registration Statement on Form S-3
                        (File No. 333-21905) and incorporated herein by 
                        reference)                         

             5.01       Opinion of Shaw, Pittman, Potts & Trowbridge as to the
                        legality of the securities being registered by the
                        registrant

             8.01       Opinion of Shaw, Pittman, Potts & Trowbridge regarding
                        certain material tax issues relating to the registrant

             8.02       Opinion of Locke Purnell Rain Harrell (A Professional
                        Corporation) regarding certain Texas franchise tax
                        matters

            23.01       Consent of Shaw, Pittman, Potts & Trowbridge (included
                        in its opinions filed as Exhibits 5.01 and 8.01)

            23.02       Consent of Locke Purnell Rain Harrell (A Professional
                        Corporation) (included in its opinion filed as Exhibit
                        8.02)
</TABLE>