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 *
ZOGG JOHN L JR
  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, Asset Mgt
(Last)
(First)
(Middle)
777 MAIN STREET, SUITE 2100
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2007
(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
Common Stock 08/03/2007   D   145,547 (1) D $ 22.8 0 D  
Common Stock 08/03/2007   D   88 D $ 22.8 0 I By 401(k) Plan (2)

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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 08/03/2007   D     75,000 (11)   (3) 11/04/2009 Common Shares 75,000 (11) 0 D  
Option (Right to Buy) $ 35.02 08/03/2007   D     65,234 (11)   (4) 02/18/2012 Common Shares 130,468 (11) 0 D  
Units of limited partnership of Operating Partnership (5) (6) 08/03/2007   D     75,000 (11)   (7) 06/30/2010(8) Common Shares 150,000 (11) 0 D  
Units of limited partnership of Operating Partnership (5) (9) 08/03/2007   D     50,000 (11)   (10) 06/30/2010(8) Common Shares 100,000 (11) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZOGG JOHN L JR
777 MAIN STREET
SUITE 2100
FORT WORTH, TX 76102
      Managing Director, Asset Mgt  

Signatures

 David M. Dean, as Attorney-in-Fact on behalf of Reporting Person   08/21/2007
**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) Includes 647 shares acquired under Issuer's Employee Stock Purchase Plan.
(2) Information based on most recent available plan statement of Crescent Real Estate Equities, Ltd. 401(k) Plan.
(3) 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.
(4) Option granted February 19, 2002, by Operating Partnership, intransaction 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.
(5) Crescent Real Estate Equities Limited Partnership (Operating Partnership)
(6) 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.
(7) Grant on December 1,2004, by Operating Partnership pursuant to 2004 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan in transaction exempt under Rule 16b-3(d). Grant provides for 20% Units to vest when trailing 40 trading day closing sale price average (Average Close) equals or exceeds $19 (vested on 8/3/05); additional 20% vest when Average Close equals or exceeds $20 (vested on 11/25/05); additional 20% vest when Average Close equals or exceeds $21 (vested on 3/10/06); additional 20% vest when Average Close equals or exceeds $22.50; and final 20% vest when Average Close equals or exceeds $24.
(8) Applicable soley to unvested Units; not applicable to vested Units.
(9) 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.
(10) Grant on May 16, 2005, by Operating Partnership pursuant to 2005 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan in transaction exempt under Rule 16b-3(d). Grant provides for 20% Units to vest when trailing 40 trading day closing sale price average (Average Close) equals or exceeds $21; additional 20% vest when Average Close equals or exceeds $22.50; additional 20% vest when Average Close equals or exceeds $24; additional 20% vest when Average Close equals or exceeds $25.50; and final 20% vest when Average Close equals or exceeds $27.
(11) In connection with the Agreement and Plan of Merger, pursuant to which Crescent Real Estate Equities Company and Crescent Real Estate Equities Limited Partnership were acquired by affiliates of Morgan Stanley Real Estate on August 3, 2007, holders of partnership Units (including unvested Units) received merger consideration of $45.60 per Unit and $22.80 per Common Share.

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