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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
STALLINGS ROBERT W
  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
_____ Officer (give title below) _____ Other (specify below)
(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 Shares 08/03/2007   D   43,800 D $ 22.8 0 D  
Common Shares 08/03/2007   D   13,500 D $ 22.8 0 I Spouse (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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) $ 19.2399 08/03/2007   D     14,000 (6)   (2) 06/09/2012 Common Shares 14,000 (6) 0 D  
Stock Option (Right to Buy) $ 16.45 08/03/2007   D     14,000 (6)   (3) 06/01/2013 Common Shares 14,000 (6) 0 D  
Stock Option (Right to Buy) $ 16.36 08/03/2007   D     14,000 (6)   (4) 06/27/2014 Common Shares 14,000 (6) 0 D  
Stock Option (Right to Buy) $ 18.65 08/03/2007   D     14,000 (6)   (5) 06/09/2015 Common Shares 14,000 (6) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STALLINGS ROBERT W
777 MAIN STREET
SUITE 2100
FORT WORTH, TX 76102
  X      

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) Shares owned by spouse, Linda E. Stallings, held in an IRA. The account is self-directed and is in Ms. Stallings name only. Mr. Stallings disclaims beneficial ownership of the shares.
(2) Annual Option grant to Independent Directors on June 10, 2002, pursuant to terms of Issuer's Third Amended and Restated 1995 Stock Incentive Plan; vest in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(3) Annual Option grant to Independent Directors on June 2, 2003, pursuant to terms of Issuer's Third Amended and Restated 1995 Stock Incentive Plan; vest in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(4) Annual Option grant to Independent Directors on June 28, 2004, pursuant to terms of Issuer's Third Amended and Restated 1995 Stock Incentive Plan; vest in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(5) Annual Option grant to Independent Directors on June 10, 2005, pursuant to terms of Issuer's Third Amended and Restated 1995 Stock Incentive Plan; vest in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(6) 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 Issuer's stock (including vested and unvested stock options granted by Issuer) received merger consideration of $22.80 per Common Share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.