content: <PAGE>   1
  As filed with the Securities and Exchange Commission on December 24, 1997
                                                                File No. 000-22725
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      Form S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                           ------------------------------
  
                              Crescent Operating, Inc.
                 ((Exact name of registrant as specified in charter)
  
             Delaware                                            75-2701931
  (State or other jurisdiction                                (I.R.S. Employer 
  of incorporation organization)                              Identification No.)
  
  
                           306 West 7th Street, Suite 1025
                               Fort Worth, Texas 76102
                                   (817) 339-1020
            (Address, including zip code, of Principal Executive Offices)
                           ------------------------------
  
  
            1997 Crescent Operating, Inc. Management Stock Incentive Plan
                              (Full title of the Plan)
                           ------------------------------
  
  
                                 Jeffrey L. Stevens
                           306 West 7th Street, Suite 1025
                               Fort Worth, Texas 76102
              (Name, address, including zip code, of agent for service)
  
                                   (817) 339-1010
            (Telephone number, including area code, of agent for service)
  
                                     Copies to:
  Sylvia M. Mahaffey, Esq.                           Stephen R. Robinson, Esq.
  Ellen A. Fredel, Esq.                              The Robinson Law Firm
  Shaw, Pittman, Potts & Trowbridge                  Sinclair Building, Suite 901
  2300 N Street, N.W.                                512 Main Street
  Washington, D.C.  20037                            Fort Worth, TX 76102
  
                           Calculation of Registration Fee
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------------------
  Title of Securities to  Amount of Shares        Proposed Maximum            Proposed Maximum         Amount of
       be Registered      to be Registered     Offering Price per Share   Aggregate Offering Price  Registration Fee
  -------------------------------------------------------------------------------------------------------------------
  <S>                       <C>                     <C>                       <C>                     <C>
  Common Stock              1,000,000(1)            $ 18.375 (2)              $ 18,375,000 (2)        $ 5,420.63
  -------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
       (1) This Registration Statement shall also cover any additional shares of
           common stock, par value $0.01 per share, of Crescent Operating, Inc.
           (the "Common Stock"), which become issuable under the 1997 Crescent
           Operating, Inc. Management Stock Incentive Plan by reason of any stock
           dividend, stock split, recapitalization or other similar transaction
           effected without the receipt of consideration which results in an
           increase in the number of the Registrant's outstanding shares of Common
           Stock.
  
       (2) Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the
           calculation of the registration fee is based on the average of the high
           and low sales prices of the Common Stock on the Nasdaq National Market
           on December 16, 1997.
  
  
  <PAGE>   2
  
  
  
                                       PART II
                 Information Required in the Registration Statement
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents are incorporated herein by reference:
  
       (a) Registration Statement No. 333-25223 on Form S-1, including the
           prospectus contained therein, as filed by Crescent Operating, Inc., a
           Delaware corporation (the "Company"), with the Securities and Exchange
           Commission on April 15, 1997, together with all amendments to such
           Registration Statement;
  
  
       (b) The Company's Registration Statement on Form 8-A, filed with the
           Securities and Exchange Commission on June 20, 1997, registering the
           Company's Common Stock under Section 12(g) of the Securities Exchange
           Act of 1934, as amended (the "Exchange Act");
  
  
       (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
           30, 1997;
  
  
       (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1997;
  
  
       (e) The Company's Current Report on Form 8-K dated June 13, 1997, and filed
           on July 2, 1997, as amended on July 30, 1997;
  
  
       (f) The Company's Current Report on Form 8-K dated July 31, 1997, and filed
           on August 14, 1997, as amended on October 14, 1997;
  
  
       (g) The Company's Current Report on Form 8-K dated August 31, 1997, and
           filed on September 15, 1997, as amended on November 14, 1997; and
  
  
       (h) The Company's Current Report on Form 8-K dated September 29, 1997, and
           filed on October 14, 1997, as amended on November 25, 1997.
  
       In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this registration statement and to be a part
  hereof from the date of the filing of such documents.
  
  
       Any statement contained herein or in a document incorporated or deemed to
  be incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement (in the case of a statement in a
  previously filed document incorporated or deemed to be incorporated by reference
  herein), or in any other subsequently filed document that is also incorporated
  or deemed to be incorporated by reference herein, modifies or supersedes
  
                                        -2-
  <PAGE>   3
  
  such statement. Any such statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement. Subject to the foregoing, all information appearing in
  this Registration Statement is qualified in its entirety by the information
  appearing in the documents incorporated by reference.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company's Charter provides that a director of the Company will not be
  personally liable to the Company or its stockholders for monetary damages for
  breach of fiduciary duty as a director, except, if required by the Delaware
  General Corporation Law, as amended from time to time ("DGCL"), for liability
  (i) for any breach of the director's duty of loyalty to the Company or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Section 174 of
  the DGCL, which concerns unlawful payments of dividends, stock purchases or
  redemptions, or (iv) for any transaction from which the director derived an
  improper personal benefit. Neither the amendment nor the repeal of such
  provisions will eliminate or reduce the effect of such provision in respect of
  any matter occurring, or any cause of action, suit or claim that, but for such
  provision, would accrue or arise prior to such amendment or repeal.
  
       While the Company's Charter provides directors with protection from awards
  for monetary damages for breaches of their duty of care, it does not eliminate
  such duty. Accordingly, the Company's Charter will have no effect on the
  availability of equitable remedies such as an injunction or rescission based on
  a director's breach of his or her duty of care.
  
       The Company's Charter provides that each person who was threatened to be
  made a party to or is involved in any proceeding, whether civil, criminal,
  administrative or investigative, by reason of the fact that such person, or a
  person of whom such person is the legal representative, is or was a director or
  officer of the Company or is or was serving at the request of the Company as a
  director, officer, employee or agent of another corporation or of a partnership,
  joint venture, trust or other enterprise, including service with respect to
  employee benefit plans, whether the basis of such proceeding is alleged action
  in an official capacity as a director, officer, employee or agent or in any
  other capacity while serving as a director, officer, employee or agent, will be
  indemnified and held harmless by the Company to the fullest extent authorized by
  the DGCL, as the same exists or may hereafter be amended (but, in the case of
  any such amendment, only to the extent that such amendment permits the Company
  to provide broader indemnification rights than said law permitted the Company to
  provide prior to such amendment), against all expense, liability and loss
  reasonably incurred or suffered by such person in connection therewith. Such
  right to indemnification includes the right to have the Company pay the expenses
  incurred in defending any such proceeding in advance of its final disposition,
  subject to the provision of the
  
  
                                     -3-
  <PAGE>   4
  
  DGCL. Such rights are not exclusive of any other right which any person may
  have or thereafter acquire under any statute, provision of the Company's
  Charter, Bylaw, agreement, vote of stockholders or disinterested directors or
  otherwise. No repeal or modification of such provision will in any way diminish
  or adversely affect the rights of any director, officer, employee or agent of
  the Company thereunder in respect of any occurrence or matter arising prior to
  any such repeal or modification. The Company's Charter also specifically
  authorizes the Company to maintain insurance and to grant similar
  indemnification rights to employees or agents of the Company.
  
       The Company has entered into indemnification agreements with each of its
  executive officers and directors. The indemnification agreements require, among
  other things, that the Company indemnify its officers and directors to the
  fullest extent permitted by law, and advance to the officers and directors all
  related expenses, subject to reimbursement if it is subsequently determined that
  the indemnification is not permitted. The Company also must indemnify and
  advance expenses incurred by officers and directors seeking to enforce their
  rights under the indemnification agreements and cover officers and directors
  under the Company's directors' and officers' liability insurance. Although the
  indemnification agreements offer substantially the same scope of coverage
  afforded by provision in the Company's Charter and Bylaws, they provide greater
  assurance to directors and executive officers that indemnification will be
  available, because, as contracts, they cannot be modified unilaterally in the
  future by the Board or by the stockholders to alter, limit or eliminate the
  rights they provide.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       The following exhibits are filed as part of this Registration Statement:
  
       4.1  Specimen stock certificate of Crescent Operating, Inc. (Incorporated
            by reference from Exhibit 4.1 to Registration Statement 
            No. 333-25223);
  
       4.2  Preferred Share Purchase Rights Plan (Incorporated by reference from
            Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 30, 1997); 
  
       5.1  Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the Company,
            with respect to the legality of the Common Stock of the Company
            registered hereunder (Filed herewith);
  
       23.1 Consent of Arthur Andersen LLP (Filed herewith);
  
       23.2 Consent of Arthur Andersen LLP (Filed herewith);
  
       23.3 Consent of Arthur Andersen LLP (Filed herewith);
  
       23.4 Consent of Arthur Andersen LLP (Filed herewith);
  
  
                                        -4-
  <PAGE>   5
  
       23.5 Consent of Arthur Andersen LLP (Filed herewith);
  
       23.6 Consent of Coopers & Lybrand L.L.P. (Filed herewith);
  
       23.7 Consent of Ernst & Young LLP (Filed herewith);
  
       23.8 Consent of Ernst & Young LLP (Filed herewith); and
  
       23.9 Consent of Shaw, Pittman, Potts & Trowbridge (Included in its opinion
            filed as Exhibit 5.1 to this Registration Statement).
  
  ITEM 9.  UNDERTAKINGS.
  
  The Registrant hereby undertakes:
  
       (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       registration statement;
  
            (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or any
       material change to such information in the registration statement;
  
  provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
  by reference in the registration statement. 
  
       (2) That, for the purpose of determining any liability under the Securities
  Act of 1933, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       (3) To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of the
  offering.
  
       (4) That, for purposes of determining any liability under the Securities
  Act of 1933, each filing of the registrant's annual report pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
  reference in the registration statement shall be
  
  
                                        -5-
  <PAGE>   6
  
  deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
       (5) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
                                        -6-
  <PAGE>   7
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Fort Worth, State of Texas, on December 23, 1997.
  
  
                                       CRESCENT OPERATING, INC.
                                       a Delaware corporation
  
  
                                       /s/ Gerald W. Haddock
                                       -------------------------------------
                                       Gerald W. Haddock
                                       President and Chief Operating Officer
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Name                                   Title                                 Date
  ----                                   -----                                 ----
  <S>                                    <C>                                   <C> 
    /s/ John C. Goff                     Vice Chairman                         December 23, 1997
  -----------------------------------
              John C. Goff
  
    /s/ Gerald W. Haddock                Director, President and               December 23, 1997
  -----------------------------------    Chief Executive Officer      
              Gerald W. Haddock          (Principal Executive Officer)
                                                                      
  
     /s/ Paul E. Rowsey, III             Director                              December 23, 1997
  -----------------------------------
              Paul E. Rowsey, III
  
    /s/ Jeffrey L. Stevens               Treasurer, Secretary and  Chief       December 23, 1997
  -----------------------------------    Financial Officer(Principal     
            Jeffrey L. Stevens           Financial and Accounting Officer
                                         and Director)                 
                                                                         
  </TABLE>
  
  
  
                                        -7-
  
  
  <PAGE>   8
  
  
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number         Description of Exhibit
  -------        ----------------------
  <S>            <C>
  4.1            Specimen stock certificate of Crescent Operating, Inc. (Incorporated by reference from
                 Exhibit 4.1 to Registration Statement No. 333-25223)
  
  4.2            Preferred Share Purchase Rights Plan (Incorporated by reference from Exhibit 4.2 to the
                 Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997)
  
  5.1            Opinion of Shaw, Pittman, Potts & Trowbridge as to the legality of the Securities being
                 registered by Crescent Operating, Inc. (Filed herewith)
  
  23.1           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.2           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.3           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.4           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.5           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.6           Consent of Coopers & Lybrand L.L.P. (Filed herewith)
  
  23.7           Consent of Ernst & Young LLP (Filed herewith)
  
  23.8           Consent of Ernst & Young LLP (Filed herewith)
  
  23.9           Consent of Shaw, Pittman, Potts & Trowbridge (included in its opinion filed as
                 Exhibit 5.1 to this Registration Statement)
  </TABLE>
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20409}]
metadata_filer: {"company-data": {"conformed-name": "CRESCENT OPERATING INC", "cik": "0001035426", "assigned-sic": "6798", "irs-number": "752701931", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43291", "film-number": "97744592"}, "business-address": {"street1": "777 MAIN ST", "street2": "STE 2100", "city": "FORT WORTH", "state": "TX", "zip": "74102", "phone": "8178870477"}, "former-company": {"former-conformed-name": "NEW CRESCENT INC", "date-changed": "19970311"}}
text: 1
  As filed with the Securities and Exchange Commission on December 24, 1997
                                                                File No. 000-22725
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      Form S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                           ------------------------------
  
                              Crescent Operating, Inc.
                 ((Exact name of registrant as specified in charter)
  
             Delaware                                            75-2701931
  (State or other jurisdiction                                (I.R.S. Employer 
  of incorporation organization)                              Identification No.)
  
                           306 West 7th Street, Suite 1025
                               Fort Worth, Texas 76102
                                   (817) 339-1020
            (Address, including zip code, of Principal Executive Offices)
                           ------------------------------
  
            1997 Crescent Operating, Inc. Management Stock Incentive Plan
                              (Full title of the Plan)
                           ------------------------------
  
                                 Jeffrey L. Stevens
                           306 West 7th Street, Suite 1025
                               Fort Worth, Texas 76102
              (Name, address, including zip code, of agent for service)
  
                                   (817) 339-1010
            (Telephone number, including area code, of agent for service)
  
                                     Copies to:
  Sylvia M. Mahaffey, Esq.                           Stephen R. Robinson, Esq.
  Ellen A. Fredel, Esq.                              The Robinson Law Firm
  Shaw, Pittman, Potts & Trowbridge                  Sinclair Building, Suite 901
  2300 N Street, N.W.                                512 Main Street
  Washington, D.C.  20037                            Fort Worth, TX 76102
  
                           Calculation of Registration Fee
  -------------------------------------------------------------------------------------------------------------------
  Title of Securities to  Amount of Shares        Proposed Maximum            Proposed Maximum         Amount of
       be Registered      to be Registered     Offering Price per Share   Aggregate Offering Price  Registration Fee
  -------------------------------------------------------------------------------------------------------------------
  Common Stock              1,000,000(1)            $ 18.375 (2)              $ 18,375,000 (2)        $ 5,420.63
  -------------------------------------------------------------------------------------------------------------------
  (1) This Registration Statement shall also cover any additional shares of
           common stock, par value $0.01 per share, of Crescent Operating, Inc.
           (the "Common Stock"), which become issuable under the 1997 Crescent
           Operating, Inc. Management Stock Incentive Plan by reason of any stock
           dividend, stock split, recapitalization or other similar transaction
           effected without the receipt of consideration which results in an
           increase in the number of the Registrant's outstanding shares of Common
           Stock.
  
       (2) Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the
           calculation of the registration fee is based on the average of the high
           and low sales prices of the Common Stock on the Nasdaq National Market
           on December 16, 1997.
  2
  
                                       PART II
                 Information Required in the Registration Statement
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents are incorporated herein by reference:
  
       (a) Registration Statement No. 333-25223 on Form S-1, including the
           prospectus contained therein, as filed by Crescent Operating, Inc., a
           Delaware corporation (the "Company"), with the Securities and Exchange
           Commission on April 15, 1997, together with all amendments to such
           Registration Statement;
  
       (b) The Company's Registration Statement on Form 8-A, filed with the
           Securities and Exchange Commission on June 20, 1997, registering the
           Company's Common Stock under Section 12(g) of the Securities Exchange
           Act of 1934, as amended (the "Exchange Act");
  
       (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
           30, 1997;
  
       (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1997;
  
       (e) The Company's Current Report on Form 8-K dated June 13, 1997, and filed
           on July 2, 1997, as amended on July 30, 1997;
  
       (f) The Company's Current Report on Form 8-K dated July 31, 1997, and filed
           on August 14, 1997, as amended on October 14, 1997;
  
       (g) The Company's Current Report on Form 8-K dated August 31, 1997, and
           filed on September 15, 1997, as amended on November 14, 1997; and
  
       (h) The Company's Current Report on Form 8-K dated September 29, 1997, and
           filed on October 14, 1997, as amended on November 25, 1997.
  
       In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this registration statement and to be a part
  hereof from the date of the filing of such documents.
  
       Any statement contained herein or in a document incorporated or deemed to
  be incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement (in the case of a statement in a
  previously filed document incorporated or deemed to be incorporated by reference
  herein), or in any other subsequently filed document that is also incorporated
  or deemed to be incorporated by reference herein, modifies or supersedes
  
                                        -2-
  3
  
  such statement. Any such statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement. Subject to the foregoing, all information appearing in
  this Registration Statement is qualified in its entirety by the information
  appearing in the documents incorporated by reference.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company's Charter provides that a director of the Company will not be
  personally liable to the Company or its stockholders for monetary damages for
  breach of fiduciary duty as a director, except, if required by the Delaware
  General Corporation Law, as amended from time to time ("DGCL"), for liability
  (i) for any breach of the director's duty of loyalty to the Company or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Section 174 of
  the DGCL, which concerns unlawful payments of dividends, stock purchases or
  redemptions, or (iv) for any transaction from which the director derived an
  improper personal benefit. Neither the amendment nor the repeal of such
  provisions will eliminate or reduce the effect of such provision in respect of
  any matter occurring, or any cause of action, suit or claim that, but for such
  provision, would accrue or arise prior to such amendment or repeal.
  
       While the Company's Charter provides directors with protection from awards
  for monetary damages for breaches of their duty of care, it does not eliminate
  such duty. Accordingly, the Company's Charter will have no effect on the
  availability of equitable remedies such as an injunction or rescission based on
  a director's breach of his or her duty of care.
  
       The Company's Charter provides that each person who was threatened to be
  made a party to or is involved in any proceeding, whether civil, criminal,
  administrative or investigative, by reason of the fact that such person, or a
  person of whom such person is the legal representative, is or was a director or
  officer of the Company or is or was serving at the request of the Company as a
  director, officer, employee or agent of another corporation or of a partnership,
  joint venture, trust or other enterprise, including service with respect to
  employee benefit plans, whether the basis of such proceeding is alleged action
  in an official capacity as a director, officer, employee or agent or in any
  other capacity while serving as a director, officer, employee or agent, will be
  indemnified and held harmless by the Company to the fullest extent authorized by
  the DGCL, as the same exists or may hereafter be amended (but, in the case of
  any such amendment, only to the extent that such amendment permits the Company
  to provide broader indemnification rights than said law permitted the Company to
  provide prior to such amendment), against all expense, liability and loss
  reasonably incurred or suffered by such person in connection therewith. Such
  right to indemnification includes the right to have the Company pay the expenses
  incurred in defending any such proceeding in advance of its final disposition,
  subject to the provision of the
  
                                     -3-
  4
  
  DGCL. Such rights are not exclusive of any other right which any person may
  have or thereafter acquire under any statute, provision of the Company's
  Charter, Bylaw, agreement, vote of stockholders or disinterested directors or
  otherwise. No repeal or modification of such provision will in any way diminish
  or adversely affect the rights of any director, officer, employee or agent of
  the Company thereunder in respect of any occurrence or matter arising prior to
  any such repeal or modification. The Company's Charter also specifically
  authorizes the Company to maintain insurance and to grant similar
  indemnification rights to employees or agents of the Company.
  
       The Company has entered into indemnification agreements with each of its
  executive officers and directors. The indemnification agreements require, among
  other things, that the Company indemnify its officers and directors to the
  fullest extent permitted by law, and advance to the officers and directors all
  related expenses, subject to reimbursement if it is subsequently determined that
  the indemnification is not permitted. The Company also must indemnify and
  advance expenses incurred by officers and directors seeking to enforce their
  rights under the indemnification agreements and cover officers and directors
  under the Company's directors' and officers' liability insurance. Although the
  indemnification agreements offer substantially the same scope of coverage
  afforded by provision in the Company's Charter and Bylaws, they provide greater
  assurance to directors and executive officers that indemnification will be
  available, because, as contracts, they cannot be modified unilaterally in the
  future by the Board or by the stockholders to alter, limit or eliminate the
  rights they provide.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       The following exhibits are filed as part of this Registration Statement:
  
       4.1  Specimen stock certificate of Crescent Operating, Inc. (Incorporated
            by reference from Exhibit 4.1 to Registration Statement 
            No. 333-25223);
  
       4.2  Preferred Share Purchase Rights Plan (Incorporated by reference from
            Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 30, 1997); 
  
       5.1  Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the Company,
            with respect to the legality of the Common Stock of the Company
            registered hereunder (Filed herewith);
  
       23.1 Consent of Arthur Andersen LLP (Filed herewith);
  
       23.2 Consent of Arthur Andersen LLP (Filed herewith);
  
       23.3 Consent of Arthur Andersen LLP (Filed herewith);
  
       23.4 Consent of Arthur Andersen LLP (Filed herewith);
  
                                        -4-
  5
  
       23.5 Consent of Arthur Andersen LLP (Filed herewith);
  
       23.6 Consent of Coopers & Lybrand L.L.P. (Filed herewith);
  
       23.7 Consent of Ernst & Young LLP (Filed herewith);
  
       23.8 Consent of Ernst & Young LLP (Filed herewith); and
  
       23.9 Consent of Shaw, Pittman, Potts & Trowbridge (Included in its opinion
            filed as Exhibit 5.1 to this Registration Statement).
  
  ITEM 9.  UNDERTAKINGS.
  
  The Registrant hereby undertakes:
  
       (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       registration statement;
  
            (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or any
       material change to such information in the registration statement;
  
  provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
  by reference in the registration statement. 
  
       (2) That, for the purpose of determining any liability under the Securities
  Act of 1933, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       (3) To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of the
  offering.
  
       (4) That, for purposes of determining any liability under the Securities
  Act of 1933, each filing of the registrant's annual report pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
  reference in the registration statement shall be
  
                                        -5-
  6
  
  deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
       (5) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                        -6-
  7
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Fort Worth, State of Texas, on December 23, 1997.
  
                                       CRESCENT OPERATING, INC.
                                       a Delaware corporation
  
                                       /s/ Gerald W. Haddock
                                       -------------------------------------
                                       Gerald W. Haddock
                                       President and Chief Operating Officer
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Name                                   Title                                 Date
  ----                                   -----                                 ----
  /s/ John C. Goff                     Vice Chairman                         December 23, 1997
  -----------------------------------
              John C. Goff
  
    /s/ Gerald W. Haddock                Director, President and               December 23, 1997
  -----------------------------------    Chief Executive Officer      
              Gerald W. Haddock          (Principal Executive Officer)
                                                                      
  
     /s/ Paul E. Rowsey, III             Director                              December 23, 1997
  -----------------------------------
              Paul E. Rowsey, III
  
    /s/ Jeffrey L. Stevens               Treasurer, Secretary and  Chief       December 23, 1997
  -----------------------------------    Financial Officer(Principal     
            Jeffrey L. Stevens           Financial and Accounting Officer
                                         and Director)
  -7-
  8
  
                                  INDEX TO EXHIBITS
  Exhibit
  Number         Description of Exhibit
  -------        ----------------------
  4.1            Specimen stock certificate of Crescent Operating, Inc. (Incorporated by reference from
                 Exhibit 4.1 to Registration Statement No. 333-25223)
  
  4.2            Preferred Share Purchase Rights Plan (Incorporated by reference from Exhibit 4.2 to the
                 Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997)
  
  5.1            Opinion of Shaw, Pittman, Potts & Trowbridge as to the legality of the Securities being
                 registered by Crescent Operating, Inc. (Filed herewith)
  
  23.1           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.2           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.3           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.4           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.5           Consent of Arthur Andersen LLP (Filed herewith)
  
  23.6           Consent of Coopers & Lybrand L.L.P. (Filed herewith)
  
  23.7           Consent of Ernst & Young LLP (Filed herewith)
  
  23.8           Consent of Ernst & Young LLP (Filed herewith)
  
  23.9           Consent of Shaw, Pittman, Potts & Trowbridge (included in its opinion filed as
                 Exhibit 5.1 to this Registration Statement)
  -8-