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 *
GAFFNER ARLIN E
  2. Issuer Name and Ticker or Trading Symbol
TRAMMELL CROW CO [TCC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last)
(First)
(Middle)
2001 ROSS AVENUE, SUITE 3400
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2006
(Street)

DALLAS, TX 75201
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 05/19/2006   F(1)   400 D $ 36.31 26,744 (2) D  
Common Stock               500 I By IRA

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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
Stock Option (right to buy) $ 13.9             05/24/2003(3) 05/24/2009 Common Stock 4,000   4,000 D  
Stock Option (right to buy) $ 17.44             05/05/2000(4) 05/05/2009 Common Stock 3,000   3,000 D  
Stock Option (right to buy) $ 18.06             02/18/2000(5) 02/18/2009 Common Stock 4,370   4,370 D  
Stock Option (right to buy) $ 17.5             11/24/1998(6) 11/24/2007 Common Stock 6,984   6,984 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GAFFNER ARLIN E
2001 ROSS AVENUE
SUITE 3400
DALLAS, TX 75201
      Chief Accounting Officer  

Signatures

 /s/ Arlin E. Gaffner   05/23/2006
**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) The shares were withheld by the Issuer to satisfy a tax withholding obligation incident to the vesting of 1,600 shares of restricted stock on 5/19/2006, such shares having been issued in accordance with Rule 16b-3.
(2) Includes 79 shares acquired under the Issuer's Employee Stock Purchase Plan. Also includes 7,008 shares of restricted stock, with 1,200 shares vesting on 3/5/2007, 800 shares vesting on 5/19/2007, 1,200 shares vesting on 3/5/2008, 800 shares vesting on 5/19/2008, 2,208 shares vesting on 5/18/2009 and 800 shares vesting on 5/19/2009.
(3) The options vest in four equal annual installments with the first installment vesting on 5/24/2003.
(4) The options vested in four equal annual installments with the first installment vesting on 5/5/2000.
(5) The options vested in three equal annual installments with the first installment vesting on 2/18/2000.
(6) The options vested in three equal annual installments with the first installment vesting on 11/24/1998.

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