Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEAN DAVID M
  2. Issuer Name and Ticker or Trading Symbol
CRESCENT REAL ESTATE EQUITIES CO [CEI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Law/Administration, Sec
(Last)
(First)
(Middle)
777 MAIN STREET, SUITE 2100
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2005
(Street)

FORT WORTH TX 76102
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares               150,155 D  
Common Shares               8,334 I By 401(k) Plan (1)
Common Shares               33,884 I By Spouse (2)
Common Shares               8,324 I By Spouse's 401(k) Plan (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 15.8125               (3) 11/04/2009 Common Shares 144,000   144,000 D  
Employee Stock Option (Right to Buy) $ 15.8125               (3) 11/04/2009 Common Shares 36,000   36,000 I By Spouse (2)
Employee Stock Option (Right to Buy) $ 27.8125 04/28/2005   D(5)     5,000   (4) 03/02/2007 Common Shares 5,000 (5) (12) 0 I By Spouse (2)
Employee Stock Option (Right to Buy) $ 27 04/28/2005   D(5)     6,000   (6) 06/08/2007 Common Shares 6,000 (5) (12) 0 I By Spouse (2)
Option (Right to Buy) $ 35.02 04/28/2005   D(5)     33,091   (7) 02/18/2012 Units 33,091 (5) (12) 91,909 D  
Employee Stock Option (Right to Buy) $ 17.51 04/28/2005   D(5)     9,691   (8) 02/18/2012 Common Shares 9,691 (5) (12) 10,309 I By Spouse (2)
Option (Right to Buy) $ 70.5 04/28/2005   D(5)     20,000   (9) 03/08/2008 Units 20,000 (5) (12) 0 D  
Option (Right to Buy) $ 62.25 04/28/2005   D(5)     19,875   (9) 06/11/2008 Units 19,875 (5) (12) 0 D  
Option (Right to Buy) $ 70.5 04/28/2005   D(5)     7,500   (9) 03/08/2008 Units 7,500 (5) (12) 0 I By Spouse (2)
Units of limited partnership of Operating Partnership (10) (11) 04/28/2005   A(12)   75,000     (12) 06/30/2010(13) Common Shares 150,000 (5) (12) 75,000 D  
Units of limited partnership of Operating Partnership (10) (11) 04/28/2005   A(12)   13,750     (12) 06/30/2010(13) Common Shares 27,500 (5) (12) 13,750 I By Spouse (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEAN DAVID M
777 MAIN STREET
SUITE 2100
FORT WORTH TX 76102
      EVP Law/Administration, Sec  

Signatures

 David M. Dean   05/03/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Information based on most recent available plan statement of Crescent Real Estate Equities, Ltd. 401(k) Plan.
(2) Reporting Person acquired beneficial ownership of these securities as result of his marriage to their owner on April 8, 2000. Reporting Person disclaims beneficial ownership of all securities held by his spouse; this report shall not be deemed an admission that Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3) Option granted November 5, 1999, pursuant to Issuer's Second and Amended 1995 Stock Incentive Plan; vested and became exercisable in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(4) Option granted March 3, 1997, pursuant to Issuer's Second Amended and Restated Stock 1995 Stock Incentive Plan; vested and became exercisable in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(5) As condition to and in exchange for grants described in FN 12, in transactions exempt under Rule 16b-3(e), on April 28, 2005 Reporting Person relinquished to Operating Partnership for cancellation Unit options covering aggregate of 72,966 Units and Reporting Person's spouse relinquished to Issuer for cancellation employee stock options covering aggregate of 20,691 Common Shares and relinquished to Operating Partnership for cancellation Unit options covering aggregate of 7500 Units.
(6) Option granted June 9, 1997, pursuant to Issuer's Second Amended and Restated 1995 Stock Incentive Plan; vested and became exercisable in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(7) Option granted February 19, 2002, by Operating Partnership, in transaction exempt under Rule 16b-3, to purchase Units of limited partnership ("Units") of Operating Partnership. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer.
(8) Option granted February 19, 2002, pursuant to Issuer's Second Amended and Restated 1995 Stock Incentive Plan; vests and becomes exercisable in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(9) Option granted October 1, 2003, by Operating Partnership, in transaction exempt under Rule 16b-3(d), to purchase Units. Each Unit exchangeable for cash equivalent to market value of two Common Shares of Issuer stock or, at discretion of Issuer, but subject to shareholder approval, for two Common Shares of Issuer stock, subject to normal antidilution adjustments.
(10) Crescent Real Estate Equities Limited Partnership ("Operating Partnership")
(11) Beginning on second anniversary of date of grant, each vested Unit exchangeable for cash equivalent to market value of two Common Shares of Issuer stock or, at discretion of Issuer, but subject to shareholder approval, for two Common Shares of Issuer stock, subject to normal antidilution adjustments.
(12) Satisfaction on April 28, 2005 of conditions to grants by Operating Partnership pursuant to 2004 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan in transaction exempt under Rule 16b-3(d). 20% of Units vest when trailing 40 trading day closing sale price average ("Average Close") equals or exceeds $19; additional 20%, when Average Close equals or exceeds $20; additional 20%, when Average Close equals or exceeds $21; additional 20%, when Average Close equals or exceeds $22.50; and final 20%, when Average Close equals or exceeds $24. General Partner of Operating Partnership has discretionary authority to establish alternative vesting schedules based on Issuer's achievement of annual performance targets as determined from time to time by the Compensation Committee of General Partner.
(13) Applicable solely to unvested Units; not applicable to vested Units

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