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 *
CRENSHAW JERRY R
  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)
Sr VP, CFO and CAO
(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               127,692 D  
Common Shares               6,463 I By 401(k) Plan (1)

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) $ 21.8125 04/28/2005   D(2)     20,000   (3) 11/18/2006 Common Shares 20,000 (2) (9) 0 D  
Employee Stock Option (Right to Buy) $ 22 04/28/2005   D(2)     75,000   (4) 12/20/2008 Common Shares 75,000 (2) (9) 0 D  
Employee Stock Option (Right to Buy) $ 25 04/28/2005   D(2)     15,000   (4) 12/20/2008 Common Shares 15,000 (2) (9) 0 D  
Employee Stock Option (Right to Buy) $ 27 04/28/2005   D(2)     20,000   (4) 12/20/2008 Common Shares 20,000 (2) (9) 0 D  
Employee Stock Option (Right to Buy) $ 28 04/28/2005   D(2)     15,000   (4) 12/20/2008 Common Shares 15,000 (2) (9) 0 D  
Option (Right to Buy) $ 35.02 04/28/2005   D(2)     13,068   (5) 02/18/2012 Units 13,068 (2) (9) 86,932 D  
Option (Right to Buy) $ 70.5 04/28/2005   D(2)     15,000   (6) 03/08/2008 Units 15,000 (2) (9) 0 D  
Units of limited partnership of Operating Partnership (7) (8) 04/28/2005   A(9)   75,000     (9) 06/30/2010(10) Common Shares 150,000 (2) (9) 75,000 D  
Employee Stock Option (Right to Buy) $ 15.8125               (11) 11/04/2009 Common Shares 165,000   165,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CRENSHAW JERRY R
777 MAIN STREET
SUITE 2100
FORT WORTH TX 76102
      Sr VP, CFO and CAO  

Signatures

 David M. Dean, as Attorney-in-Fact on behalf of Reporting Person   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) As condition to and in exchange for grant described in FN 9, Reporting Person on April 28, 2005, in transactions exempt under Rule 16b-3(e), relinquished to Issuer for cancellation employee stock options covering aggregate of 145,000 Common Shares and relinquished to Operating Partnership for cancellation Unit options covering aggregate of 28,068 Units.
(3) Option granted November 19, 1996, pursuant to Issuer's 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 December 21, 1998, 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) 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.
(6) 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.
(7) Crescent Real Estate Equities Limited Partnership ("Operating Partnership")
(8) 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.
(9) Satisfaction on April 28, 2005 of conditions to grant 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.
(10) Applicable solely to unvested Units; not applicable to vested Units
(11) Option granted November 5, 1999, 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.

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