content: <PAGE>   1
  ================================================================================
     As filed with the Securities and Exchange Commission on September 25, 1998
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      Form S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                        Crescent Real Estate Equities Company
                  (Exact name of Registrant as specified in charter)
  
  
  <TABLE>
  <CAPTION>
                            Texas                                                      52-1862813
  <S>                                                                      <C>
  (State or other jurisdiction of incorporation or organization)           (I.R.S. Employer Identification No.)
  </TABLE>
  
  
                             777 Main Street, Suite 2100
                               Fort Worth, Texas 76102
            (Address, including zip code of Principal Executive Offices)
  
            1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan
                              (Full Title of the Plan)
  
                                  Gerald W. Haddock
                        President and Chief Executive Officer
                        Crescent Real Estate Equities Company
                             777 Main Street, Suite 2100
                               Fort Worth, Texas 76102
              (Name, address, including zip code, of agent for service)
  
                                   (817) 321-2100
            (Telephone number, including area code, of agent for service)
  
                            Copies to:
  Ellen A. Fredel, Esq.                      David M. Dean, Esq.
  Shaw Pittman Potts & Trowbridge            Crescent Real Estate Equities Company
  2300 N Street, N.W.                        777 Main Street, Suite 2100
  Washington, D.C.  20037                    Fort Worth, Texas   76102
  
                           Calculation of Registration Fee
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------------------
                                                   Proposed Maximum
   Title of Securities     Amount of Shares  Aggregate Offering Price per        Proposed Maximum          Amount of
     to be Registered      to be Registered            Share                Aggregate Offering Price   Registration Fee
  ---------------------------------------------------------------------------------------------------------------------
  <S>                      <C>               <C>                            <C>                        <C>    
   Common Shares             3,841,883(1)           $24.79(2)                     $95,240,280(2)            $28,096
  ---------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  This Registration Statement shall also cover any additional Common Shares
       which become issuable under the 1995 Crescent Real Estate Equities, Inc.
       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 Common Shares.
  
  (2)  Estimated solely for the purpose of computing the registration fee.
       Pursuant to Rule 457(h), the calculation of the registration fee is based
       on the average of the high and low prices of the Registrant's Common Shares
       on the New York Stock Exchange on September 21, 1998.
  <PAGE>   2
  
                INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
  
  
  
           This registration statement relates to the registration of additional
  shares under the 1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan.
  Shares to be issued pursuant to that plan were originally registered pursuant to
  a registration statement on Form S-8, as amended (File No. 333-03454), and a
  registration statement on Form S-8, as amended (File No. 333-13521)
  (collectively, the "Original Registration Statements"). The contents of the
  Original Registration Statements are hereby incorporated by reference into this
  registration statement to the extent that they present information not otherwise
  presented herein.
  
  
  <PAGE>   3
                                      PART II
  
                 Information Required in the Registration Statement
  
  ITEM 8. EXHIBITS.
  
       The following exhibits are filed as part of this Registration Statement.
  
  4.01  Restated Declaration of Trust of the Registrant (filed as Exhibit No. 4.01
        to the Registrant's Registration Statement on Form S-3 (File No. 333-
        21905) (the "1997 Form S-3") and incorporated herein by reference)
  
  4.02  Amended and Restated Bylaws of the Registrant (filed as Exhibit 4.02 to 
        the Registrant's Registration Statement on Form S-3 (File No. 333-56809)
        and incorporated herein by reference)
  
  4.03  Form of Common Share Certificate (filed as Exhibit No. 4.03 to the 1997
        Form S-3 and incorporated herein by reference)
  
  4.04  Second Amended and Restated Agreement of Limited Partnership of Crescent
        Real Estate Equities Limited Partnership dated as of November 1, 1997, as
        amended through June 30, 1998 (filed as Exhibit 10.01 to the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and
        incorporated herein by reference)
  
  5.01  Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the Registrant,
        with respect to the legality of the Common Shares of the Registrant
        registered hereunder (filed herewith)
  
  23.01 Consent of Arthur Andersen LLP (Dallas), Certified Public Accountants,
        dated September 25, 1998 (filed herewith)
  
  23.02 Consent of Arthur Andersen LLP (Atlanta), Certified Public Accountants,
        dated September 24, 1998 (filed herewith)
  
  23.03 Consent of Shaw Pittman Potts & Trowbridge (included in its opinion filed
        as Exhibit 5.01 to this Registration Statement)
  
  24.01 Powers of Attorney (included on the signature page)
  
                                        -2-
  
  <PAGE>   4
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, 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 September 25, 1998.
  
                                   CRESCENT REAL ESTATE EQUITIES COMPANY
  
                                   /s/ GERALD W. HADDOCK
                                   --------------------------------------
                                   Gerald W. Haddock
                                   President and Chief Executive Officer
  
  
  
                                        -3-
  
  
  <PAGE>   5
  
  
  
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints Gerald W. Haddock and David M. Dean, and
  each of them, with full power to act without the other, his true and lawful
  attorneys-in-fact and agents, each with full and several power of substitution
  for him and in his name, place, and stead, in any and all capacities, to sign
  any and all registration statements relating to Common Shares (the "Securities")
  of Crescent Real Estate Equities Company (the "Registrant") to be issued under
  the 1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan, and any
  amendments, including both pre-effective and post-effective amendments and
  supplements to such registration statements, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto each said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as each said attorney-in-fact and agent might or could do
  in person, hereby ratifying and confirming all that each said attorney-in-fact
  and agent, or any of them, or any substitute or substitutes for any of them, may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, 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/ RICHARD E. RAINWATER                          Trust Manager and Chair-                September 25, 1998
  -------------------------------------------       man of the Board
  Richard E. Rainwater
  
  
  /s/ JOHN C. GOFF                                  Trust Manager and Vice                  September 25, 1998
  -------------------------------------------       Chairman of the Board
  John C. Goff                                      
  
  
  /s/ GERALD W. HADDOCK                             Trust Manager, President                September 25, 1998
  -------------------------------------------       and Chief Executive Officer 
  Gerald W. Haddock                                 (Principal Executive Officer)
  
  /s/ BRUCE A PICKER                                Vice President, Treasurer               September 25, 1998
  -------------------------------------------       and Co-Chief Financial
  Bruce A. Picker                                   Officer (Principal Financial
                                                    Officer)
  </TABLE>
  
  
                                        -4-
  
  <PAGE>   6
  
  
  <TABLE>
  <S>                                               <C>                                     <C> 
  /s/ JERRY R. CRENSHAW, JR.                        Vice President, Controller              September 25, 1998
  -------------------------------------------       and Co-Chief Financial
  Jerry R. Crenshaw, Jr.                            Officer (Principal Account-
                                                    ing Officer)
  
  /s/ ANTHONY M. FRANK                              Trust Manager                           September 25, 1998
  -------------------------------------------
  Anthony M. Frank
  
  /s/ MORTON H. MEYERSON                            Trust Manager                           September 25, 1998
  -------------------------------------------
  Morton H. Meyerson
  
  /s/ WILLIAM F. QUINN                              Trust Manager                           September 25, 1998
  -------------------------------------------
  William F. Quinn
  
  /s/ PAUL E. ROWSEY, III                           Trust Manager                           September 25, 1998
  -------------------------------------------
  Paul E. Rowsey, III
  
  
  /s/ MELVIN ZUCKERMAN                              Trust Manager                           September 25, 1998
  ------------------------
  Melvin Zuckerman
  </TABLE>
  
  
                                        -5-
  
  <PAGE>   7
  
  
  
  
                                  INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                                    Description of Exhibit
  -------                                   ----------------------
  <S>                    <C>
  4.01                   Restated Declaration of Trust of the Registrant (filed as Exhibit No. 4.01
                         to the Registrant's Registration Statement on Form S-3 (File No. 333-21905)
                         (the "1997 Form S-3") and incorporated herein by reference)
  
  4.02                   Amended and Restated Bylaws of the Registrant (filed as Exhibit 4.02 to the
                         Registrant's Registration Statement on Form S-3 (File No. 333-56809) and
                         incorporated herein by reference)
  
  4.03                   Form of Common Share Certificate (filed as Exhibit No. 4.03 to the 1997
                         Form S-3 and incorporated herein by reference)
  
  4.04                   Second Amended and Restated Agreement of Limited Partnership of Crescent
                         Real Estate Equities Limited Partnership dated as of November 1, 1997, as 
                         amended through June 30, 1998 (filed as Exhibit 10.01 to the Registrant's 
                         Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and     
                         incorporated herein by reference)                                         
                                                                                                   
  5.01                   Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the Registrant,
                         with respect to the legality of the Common Shares of the Registrant      
                         registered hereunder (filed herewith)                                    
                         
  23.01                  Consent of Arthur Andersen LLP (Dallas), Certified Public Accountants,
                         dated September 25, 1998 (filed herewith)
  
  23.02                  Consent of Arthur Andersen LLP (Atlanta), Certified Public Accountants,
                         dated September 24, 1998 (filed herewith)
  
  23.03                  Consent of Shaw Pittman Potts & Trowbridge (included in its opinion filed
                         as Exhibit 5.01 to this Registration Statement)
  
  24.01                  Powers of Attorney (included on the signature page)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13914}]
metadata_filer: {"company-data": {"conformed-name": "CRESCENT REAL ESTATE EQUITIES CO", "cik": "0000918958", "assigned-sic": "6798", "irs-number": "521862813", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64379", "film-number": "98715461"}, "business-address": {"street1": "777 MAIN ST", "street2": "STE 2100", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8173212100"}, "mail-address": {"street1": "777 MAIN STREET", "street2": "SUITE 2100", "city": "FT WORTH", "state": "TX", "zip": "76102"}, "former-company": {"former-conformed-name": "CRESCENT REAL ESTATE EQUITIES INC", "date-changed": "19940214"}}
text: 1
  ================================================================================
     As filed with the Securities and Exchange Commission on September 25, 1998
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      Form S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                        Crescent Real Estate Equities Company
                  (Exact name of Registrant as specified in charter)
  Texas                                                      52-1862813
  (State or other jurisdiction of incorporation or organization)           (I.R.S. Employer Identification No.)
  777 Main Street, Suite 2100
                               Fort Worth, Texas 76102
            (Address, including zip code of Principal Executive Offices)
  
            1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan
                              (Full Title of the Plan)
  
                                  Gerald W. Haddock
                        President and Chief Executive Officer
                        Crescent Real Estate Equities Company
                             777 Main Street, Suite 2100
                               Fort Worth, Texas 76102
              (Name, address, including zip code, of agent for service)
  
                                   (817) 321-2100
            (Telephone number, including area code, of agent for service)
  
                            Copies to:
  Ellen A. Fredel, Esq.                      David M. Dean, Esq.
  Shaw Pittman Potts & Trowbridge            Crescent Real Estate Equities Company
  2300 N Street, N.W.                        777 Main Street, Suite 2100
  Washington, D.C.  20037                    Fort Worth, Texas   76102
  
                           Calculation of Registration Fee
  ---------------------------------------------------------------------------------------------------------------------
                                                   Proposed Maximum
   Title of Securities     Amount of Shares  Aggregate Offering Price per        Proposed Maximum          Amount of
     to be Registered      to be Registered            Share                Aggregate Offering Price   Registration Fee
  ---------------------------------------------------------------------------------------------------------------------
  Common Shares             3,841,883(1)           $24.79(2)                     $95,240,280(2)            $28,096
  ---------------------------------------------------------------------------------------------------------------------
  (1)  This Registration Statement shall also cover any additional Common Shares
       which become issuable under the 1995 Crescent Real Estate Equities, Inc.
       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 Common Shares.
  
  (2)  Estimated solely for the purpose of computing the registration fee.
       Pursuant to Rule 457(h), the calculation of the registration fee is based
       on the average of the high and low prices of the Registrant's Common Shares
       on the New York Stock Exchange on September 21, 1998.
  2
  
                INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
  
           This registration statement relates to the registration of additional
  shares under the 1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan.
  Shares to be issued pursuant to that plan were originally registered pursuant to
  a registration statement on Form S-8, as amended (File No. 333-03454), and a
  registration statement on Form S-8, as amended (File No. 333-13521)
  (collectively, the "Original Registration Statements"). The contents of the
  Original Registration Statements are hereby incorporated by reference into this
  registration statement to the extent that they present information not otherwise
  presented herein.
  3
                                      PART II
  
                 Information Required in the Registration Statement
  
  ITEM 8. EXHIBITS.
  
       The following exhibits are filed as part of this Registration Statement.
  
  4.01  Restated Declaration of Trust of the Registrant (filed as Exhibit No. 4.01
        to the Registrant's Registration Statement on Form S-3 (File No. 333-
        21905) (the "1997 Form S-3") and incorporated herein by reference)
  
  4.02  Amended and Restated Bylaws of the Registrant (filed as Exhibit 4.02 to 
        the Registrant's Registration Statement on Form S-3 (File No. 333-56809)
        and incorporated herein by reference)
  
  4.03  Form of Common Share Certificate (filed as Exhibit No. 4.03 to the 1997
        Form S-3 and incorporated herein by reference)
  
  4.04  Second Amended and Restated Agreement of Limited Partnership of Crescent
        Real Estate Equities Limited Partnership dated as of November 1, 1997, as
        amended through June 30, 1998 (filed as Exhibit 10.01 to the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and
        incorporated herein by reference)
  
  5.01  Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the Registrant,
        with respect to the legality of the Common Shares of the Registrant
        registered hereunder (filed herewith)
  
  23.01 Consent of Arthur Andersen LLP (Dallas), Certified Public Accountants,
        dated September 25, 1998 (filed herewith)
  
  23.02 Consent of Arthur Andersen LLP (Atlanta), Certified Public Accountants,
        dated September 24, 1998 (filed herewith)
  
  23.03 Consent of Shaw Pittman Potts & Trowbridge (included in its opinion filed
        as Exhibit 5.01 to this Registration Statement)
  
  24.01 Powers of Attorney (included on the signature page)
  
                                        -2-
  4
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, 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 September 25, 1998.
  
                                   CRESCENT REAL ESTATE EQUITIES COMPANY
  
                                   /s/ GERALD W. HADDOCK
                                   --------------------------------------
                                   Gerald W. Haddock
                                   President and Chief Executive Officer
  
                                        -3-
  5
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints Gerald W. Haddock and David M. Dean, and
  each of them, with full power to act without the other, his true and lawful
  attorneys-in-fact and agents, each with full and several power of substitution
  for him and in his name, place, and stead, in any and all capacities, to sign
  any and all registration statements relating to Common Shares (the "Securities")
  of Crescent Real Estate Equities Company (the "Registrant") to be issued under
  the 1995 Crescent Real Estate Equities, Inc. Stock Incentive Plan, and any
  amendments, including both pre-effective and post-effective amendments and
  supplements to such registration statements, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto each said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as each said attorney-in-fact and agent might or could do
  in person, hereby ratifying and confirming all that each said attorney-in-fact
  and agent, or any of them, or any substitute or substitutes for any of them, may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Name                                              Title                                   Date
  ----                                              -----                                   ----
  /s/ RICHARD E. RAINWATER                          Trust Manager and Chair-                September 25, 1998
  -------------------------------------------       man of the Board
  Richard E. Rainwater
  
  /s/ JOHN C. GOFF                                  Trust Manager and Vice                  September 25, 1998
  -------------------------------------------       Chairman of the Board
  John C. Goff                                      
  
  /s/ GERALD W. HADDOCK                             Trust Manager, President                September 25, 1998
  -------------------------------------------       and Chief Executive Officer 
  Gerald W. Haddock                                 (Principal Executive Officer)
  
  /s/ BRUCE A PICKER                                Vice President, Treasurer               September 25, 1998
  -------------------------------------------       and Co-Chief Financial
  Bruce A. Picker                                   Officer (Principal Financial
                                                    Officer)
  -4-
  6
  /s/ JERRY R. CRENSHAW, JR.                        Vice President, Controller              September 25, 1998
  -------------------------------------------       and Co-Chief Financial
  Jerry R. Crenshaw, Jr.                            Officer (Principal Account-
                                                    ing Officer)
  
  /s/ ANTHONY M. FRANK                              Trust Manager                           September 25, 1998
  -------------------------------------------
  Anthony M. Frank
  
  /s/ MORTON H. MEYERSON                            Trust Manager                           September 25, 1998
  -------------------------------------------
  Morton H. Meyerson
  
  /s/ WILLIAM F. QUINN                              Trust Manager                           September 25, 1998
  -------------------------------------------
  William F. Quinn
  
  /s/ PAUL E. ROWSEY, III                           Trust Manager                           September 25, 1998
  -------------------------------------------
  Paul E. Rowsey, III
  
  /s/ MELVIN ZUCKERMAN                              Trust Manager                           September 25, 1998
  ------------------------
  Melvin Zuckerman
  -5-
  7
  
                                  INDEX TO EXHIBITS
  Exhibit
  Number                                    Description of Exhibit
  -------                                   ----------------------
  4.01                   Restated Declaration of Trust of the Registrant (filed as Exhibit No. 4.01
                         to the Registrant's Registration Statement on Form S-3 (File No. 333-21905)
                         (the "1997 Form S-3") and incorporated herein by reference)
  
  4.02                   Amended and Restated Bylaws of the Registrant (filed as Exhibit 4.02 to the
                         Registrant's Registration Statement on Form S-3 (File No. 333-56809) and
                         incorporated herein by reference)
  
  4.03                   Form of Common Share Certificate (filed as Exhibit No. 4.03 to the 1997
                         Form S-3 and incorporated herein by reference)
  
  4.04                   Second Amended and Restated Agreement of Limited Partnership of Crescent
                         Real Estate Equities Limited Partnership dated as of November 1, 1997, as 
                         amended through June 30, 1998 (filed as Exhibit 10.01 to the Registrant's 
                         Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and     
                         incorporated herein by reference)                                         
                                                                                                   
  5.01                   Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the Registrant,
                         with respect to the legality of the Common Shares of the Registrant      
                         registered hereunder (filed herewith)                                    
                         
  23.01                  Consent of Arthur Andersen LLP (Dallas), Certified Public Accountants,
                         dated September 25, 1998 (filed herewith)
  
  23.02                  Consent of Arthur Andersen LLP (Atlanta), Certified Public Accountants,
                         dated September 24, 1998 (filed herewith)
  
  23.03                  Consent of Shaw Pittman Potts & Trowbridge (included in its opinion filed
                         as Exhibit 5.01 to this Registration Statement)
  
  24.01                  Powers of Attorney (included on the signature page)