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 * RAINWATER RICHARD E   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) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 777 MAIN STREET, SUITE 2250 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2005 (Street) FORT WORTH, TX 76102 4. If Amendment, Date Original Filed(Month/Day/Year) 03/11/2005 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 02/15/2005(1)   J(1)   784 (2) A (1) 744,704 (2) I By Spouse (3) (4)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAINWATER RICHARD E 777 MAIN STREET SUITE 2250 FORT WORTH, TX 76102	X		Chairman

Signatures

Richard E. Rainwater, by Melissa Parrish, Attorney-in-Fact		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)	[This FN 1 carried forward unchanged from original Form 4] Received as result of pro rata distribution to all common stockholders of Crescent Operating, Inc. (including Reporting Person, RI, OT, CRUT and Reporting Person's spouse) pursuant to Plan of Reorganization of Crescent Operating, Inc. confirmed by US Bankruptcy Court. Dates of actual receipt of shares vary from record holder to record holder due to procedures followed by Issuer's transfer agent, but date of earliest receipt February 15.
(2)	In original Form 4, 17 shares received in this transaction were inadvertently omitted from this calculation; as result, Column 4 of original Form 4 showed acquistion by Reporting Person's spouse of aggregate of "767" shares instead of "784" shares and Column 5 of original Form 4 showed holdings by Reporting Person's spouse to be "744,687" shares instead of "744,704" shares.
(3)	[FN 3 of original Form 4 unchanged]
(4)	49,864 shares attributed to spouse are held by general partnership of which spouse is a general partner and represent her proportional interest in Issuer securities held by general partnership. Reporting Person disclaims beneficial ownership of 744,704 shares and 259,805 Units owned (directly or indirectly) 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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