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)
Managing Director, Law
(Last)
(First)
(Middle)
777 MAIN STREET, SUITE 2100
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2007
(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

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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
Units of limited partnership of Partnership (1) $ 20.649 (2) 05/02/2007   M(3)     8,250 (3) 12/01/2006 06/30/2010 Common Shares 16,500 (3) (2) 11,000 I By Spouse (4)

Reporting Owners

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

Signatures

 David M. Dean   05/04/2007
**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) Crescent Real Estate Equities Limited Partnership ("Partnership")
(2) Average of the New York Stock Exchange ("NYSE") Closing Price for Crescent Real Estate Equities Company (the "Company") Common Shares for the 10 consecutive trading days immediately preceding the Exercise Date
(3) On 5/2/07, the Reporting Person's Spouse elected to redeem 8,250 Units of the Partnership, which represents a portion granted pursuant to the '04 Partnership Long-Term Incentive Plan. Of the initial grant, 20% vest when trailing 40 trading day closing sale price average ("Average Close") equals or exceeds $19; 20% when Average Close equals or exceeds $20; 20% when Average Close equals or exceeds $21; 20% when Average Close equals or exceeds $22.50; and 20%, when Average Close equals or exceeds $24. On 12/1/06, vested Units became 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 antidution adjustments. Of the Units, 2,750; 2,750; & 2,750 became vested on 8/3/05; 11/25/05; & 3/10/06, respectively, & became exercisable on 12/1/06. Upon Redemption, the Reporting Person's spouse recieved cash in lieu of Common Shares.
(4) Reporting Person acquired beneficial ownership of the securities as a result of his marriage to their owner on 4/8/00. Reporting Person disclaims beneficial ownership of all securities held by spouse; this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

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