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)
  
                Texas                                      52-1862813 
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)    
  
  
                            777 Main Street, Suite 2100
                              Fort Worth, Texas 76102
            (Address, including zip code of Principal Executive Offices)
  
     1996 Crescent Real Estate Equities Limited Partnership Unit 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      Proposed Maximum        
  Title of Securities to      Amount of Shares       Aggregate Offering    Aggregate Offering        Amount of 
      be Registered           to be Registered        Price per Share            Price           Registration Fee
  -----------------------------------------------------------------------------------------------------------------
  <S>                         <C>                    <C>                   <C>                     <C>          
  Common Shares               4,000,000(1)           $17.5625 (2)          $70,250,000 (2)         $20,724
  -----------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1)      This Registration Statement shall also cover any additional Common 
           Shares which become issuable under the 1996 Crescent Real Estate
           Equities Limited Partnership Unit Incentive Plan (the "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 exercise price of the options granted under the Plan.
  
  ================================================================================
  
  
  
  <PAGE>   2
  
                                       PART I
  
  
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.         PLAN INFORMATION*
  
  ITEM 2.         REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
  
  ----------------------
  
  *        Information required in Part I of Form S-8 to be contained in a
           prospectus meeting the requirements of Section 10(a) of the Securities
           Act of 1933 is omitted from this Registration Statement in accordance
           with Rule 428 under the Securities Act of 1933 and the Note to Part I
           of Form S-8.
  
  
  
  <PAGE>   3
  
  
                                      PART II
                 Information Required in the Registration Statement
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The documents listed below have been filed under the Exchange Act by the
  Company (Exchange Act file number 1-13038) with the Commission and are
  incorporated herein by reference: 
  
          (1) The Registration Statement on Form 8-B filed on March 24, 1997
              registering the Common Shares of the Company under Section 12(b) of
              the Exchange Act.
  
          (2) The Proxy Statement in connection with the Company's 1998 Annual
              Meeting of Stockholders.
  
          (3) The Company's Annual Report on Form 10-K for the year ended December
              31, 1997, as amended on May 15, 1998.
  
          (4) The Company's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1998.
  
          (5) The Company's Quarterly Report on Form 10-Q for the quarter ended
              June 30, 1998.
  
          (6) The Company's Current Report on Form 8-K dated January 29, 1997 and
              filed March 24, 1997, as amended on April 9, 1997, April 24, 1997,
              May 23, 1997 and July 2, 1997.
  
          (7) The Company's Current Report on Form 8-K dated October 15, 1997 and
              filed June 24, 1998.
  
          (8) The Company's Current Report on Form 8-K dated December 22, 1997 and
              filed March 4, 1998.
  
          (9) The Company's Current Report on Form 8-K dated January 6, 1998 and
              filed June 19, 1998.
  
         (10) The Company's Current Report on Form 8-K dated January 16, 1998 and
              filed January 27, 1998, as amended on February 13, 1998, April 27,
              1998, June 10, 1998 and September 16, 1998.
  
         (11) The Company's Current Report on Form 8-K dated February 12, 1998 and
              filed February 23, 1998.
  
         (12) The Company's Current Report on Form 8-K dated February 13, 1998 and
              filed February 18, 1998.
  
         (13) The Company's Current Report on Form 8-K dated February 13, 1998 and
              filed February 18, 1998.
  
  
  
  <PAGE>   4
  
  
          (14) The Company's Current Report on Form 8-K dated April 17, 1998 and
               filed April 28, 1998, as amended on June 22, 1998 and August 13, 
               1998.
  
          (15) The Company's Current Report on Form 8-K dated April 23, 1998 and
               filed April 27, 1998.
  
          (16) The Company's Current Report on Form 8-K dated June 15, 1998 and 
               filed June 16, 1998.
  
          (17) The Company's Current Report on Form 8-K dated June 25, 1998 and 
               filed June 25, 1998.
  
          (18) The Company's Current Report on Form 8-K dated June 29, 1998 and 
               filed June 30, 1998.
  
          (19) The Company's Current Report on Form 8-K dated June 30, 1998 and 
               filed July 9, 1998, as amended on September 16, 1998.
  
          (20) The Company's Current Report on Form 8-K dated August 7, 1998 and
               filed August 7, 1998.
   
          All documents filed subsequent to the date of this Registration
  Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
  prior to filing of a post-effective amendment which indicates 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 shall be part hereof from the date of filing of such document.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  
  
  <PAGE>   5
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          The Company's Restated Declaration of Trust (the "Declaration of Trust")
  provides that no trust manager shall be liable to the Company for any act,
  omission, loss, damage, or expense arising from the performance of his duties to
  the Company save only for his own willful misfeasance or willful malfeasance or
  gross negligence. In addition to, but in no respect whatsoever in limitation of
  the foregoing, the liability of each trust manager for monetary damages shall be
  eliminated to the fullest extent permitted by applicable law. The Declaration of
  Trust also provides that no amendment thereto may limit or eliminate this
  limitation of liability with respect to events occurring prior to the effective
  date of such amendment.
  
          The Declaration of Trust provides that the trust managers and officers 
  shall be indemnified to the maximum extent permitted by Texas law. Under current
  Texas law, the trust will indemnify a person who was, is, or is threatened to be
  made a named defendant or respondent in a proceeding because the person is or
  was a trust manager or officer if it is determined that the person (i) conducted
  himself in good faith; (ii) reasonably believed: (a) in the case of conduct in
  his official capacity as a trust manager or officer of the real estate
  investment trust, that his conduct was in the real estate investment trust's
  best interests; and (b) in all other cases, that his conduct was at least not
  opposed to the real estate investment trust's best interests; and (iii) in the
  case of any criminal proceeding, had no reasonable cause to believe that his
  conduct was unlawful. Except to the extent provided in the following sentence, a
  trust manager or officer may not be indemnified (i) in respect of a proceeding
  in which the person is found liable on the basis that personal benefit was
  improperly received by him, whether or not the benefit resulted from an action
  taken in the person's official capacity; or (ii) in which the person is found
  liable to the real estate investment trust. Notwithstanding the foregoing, a
  person may be indemnified against judgments, penalties (including excise and
  similar taxes), fines, settlements, and reasonable expenses actually incurred by
  the person in connection with the proceeding; provided that if the person is
  found liable to the real estate investment trust or is found liable on the basis
  that personal benefit was improperly received by the person, the indemnification
  (i) is limited to reasonable expenses actually incurred by the person in
  connection with the proceeding, and (ii) shall not be made in respect of any
  proceeding in which the person shall have been found liable for willful or
  intentional misconduct in the performance of his duty to the real estate
  investment trust. In addition, the Declaration of Trust and Amended and Restated
  Bylaws, as amended, of the Company (the "Bylaws") require it to pay or
  reimburse, in advance of the final disposition of a proceeding, reasonable
  expenses incurred by a present or former trust manager or officer made a party
  to a proceeding by reason of his status as a trust manager or officer, provided
  that the Company shall have received (i) a written affirmation by the trust
  manager or officer of his good faith belief that he has met the standard of
  conduct necessary for indemnification by the Company as authorized by the Bylaws
  and (ii) a written undertaking by or on his behalf to repay the amount paid or
  reimbursed by the Company if it shall ultimately be determined that the standard
  of conduct was not met. The Declaration of Trust and Bylaws also permit the
  Company to provide indemnification, payment or reimbursement of expenses to any
  employee or agent of the Company in such capacity. The Declaration of Trust and
  Bylaws also permit the Company to indemnify a person who was or 
  
  
  
  <PAGE>   6
  
  
  who agreed to appear as a witness or other participant in a proceeding at a
  time when he is not named a defendant or respondent in the proceeding. Any
  indemnification, payment or reimbursement of the expenses permitted by the
  Declaration of Trust and Bylaws shall be furnished in accordance with the
  procedures provided for indemnification and payment or reimbursement of expenses
  for trust managers under the Texas Real Estate Investment Trust Act.
  
          The limited partnership agreement of Crescent Real Estate Equities
  Limited Partnership (the "Operating Partnership") contains indemnification
  provisions comparable to those contained in the Declaration of Trust. 
  
          The Company carries insurance that purports to insure officers and trust
  managers of the Company against certain liabilities incurred by them in the
  discharge of their official functions.
  
          The Company and the Operating Partnership have entered into
  indemnification agreements with each of the Company's executive officers and
  trust managers. The indemnification agreements require, among other things, that
  the Company and the Operating Partnership indemnify such officers and trust
  managers to the fullest extent permitted by law, and advance to the officers and
  trust managers all related expenses, subject to reimbursement if it is
  subsequently determined that indemnification is not permitted. The Company and
  the Operating Partnership also must indemnify and advance expenses incurred by
  officers and trust managers seeking to enforce their rights under the
  indemnification agreements and cover officers and trust managers under the
  Company's and Operating Partnership's directors' and officers' liability
  insurance, if any. Although the indemnification agreements offer substantially
  the same scope of coverage afforded by provisions in the Declaration of Trust,
  the Bylaws and the Operating Partnership's limited partnership agreement, they
  provide greater assurance to trust managers and executive officers that
  indemnification will be available, because, as contracts, they cannot be
  modified unilaterally in the future by the Board of Trust Managers of the
  Company 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.
  
          4.01   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)
  
  
  
  <PAGE>   7
  
          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)
  
  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. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the estimated
          maximum offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20 percent change 
          in the maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement; and
  
                 (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.
  
  <PAGE>   8
  
  
          (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.
  
          The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the registration statement 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.
  
          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.
  
  
  <PAGE>   9
  
                                     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
  
  
  
  
  <PAGE>   10
  
                                 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 1996 Crescent Real Estate Equities Limited Partnership Unit 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>
  
  
  <PAGE>   11
  
  <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>
  
  
  
  
  
  
  
  
  
  <PAGE>   12
  
  
  
                                 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>
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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              (I.R.S. Employer Identification No.)
  of incorporation or organization)    
  
                            777 Main Street, Suite 2100
                              Fort Worth, Texas 76102
            (Address, including zip code of Principal Executive Offices)
  
     1996 Crescent Real Estate Equities Limited Partnership Unit 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      Proposed Maximum        
  Title of Securities to      Amount of Shares       Aggregate Offering    Aggregate Offering        Amount of 
      be Registered           to be Registered        Price per Share            Price           Registration Fee
  -----------------------------------------------------------------------------------------------------------------
  Common Shares               4,000,000(1)           $17.5625 (2)          $70,250,000 (2)         $20,724
  -----------------------------------------------------------------------------------------------------------------
  (1)      This Registration Statement shall also cover any additional Common 
           Shares which become issuable under the 1996 Crescent Real Estate
           Equities Limited Partnership Unit Incentive Plan (the "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 exercise price of the options granted under the Plan.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.         PLAN INFORMATION*
  
  ITEM 2.         REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
  
  ----------------------
  
  *        Information required in Part I of Form S-8 to be contained in a
           prospectus meeting the requirements of Section 10(a) of the Securities
           Act of 1933 is omitted from this Registration Statement in accordance
           with Rule 428 under the Securities Act of 1933 and the Note to Part I
           of Form S-8.
  3
  
                                      PART II
                 Information Required in the Registration Statement
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The documents listed below have been filed under the Exchange Act by the
  Company (Exchange Act file number 1-13038) with the Commission and are
  incorporated herein by reference: 
  
          (1) The Registration Statement on Form 8-B filed on March 24, 1997
              registering the Common Shares of the Company under Section 12(b) of
              the Exchange Act.
  
          (2) The Proxy Statement in connection with the Company's 1998 Annual
              Meeting of Stockholders.
  
          (3) The Company's Annual Report on Form 10-K for the year ended December
              31, 1997, as amended on May 15, 1998.
  
          (4) The Company's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1998.
  
          (5) The Company's Quarterly Report on Form 10-Q for the quarter ended
              June 30, 1998.
  
          (6) The Company's Current Report on Form 8-K dated January 29, 1997 and
              filed March 24, 1997, as amended on April 9, 1997, April 24, 1997,
              May 23, 1997 and July 2, 1997.
  
          (7) The Company's Current Report on Form 8-K dated October 15, 1997 and
              filed June 24, 1998.
  
          (8) The Company's Current Report on Form 8-K dated December 22, 1997 and
              filed March 4, 1998.
  
          (9) The Company's Current Report on Form 8-K dated January 6, 1998 and
              filed June 19, 1998.
  
         (10) The Company's Current Report on Form 8-K dated January 16, 1998 and
              filed January 27, 1998, as amended on February 13, 1998, April 27,
              1998, June 10, 1998 and September 16, 1998.
  
         (11) The Company's Current Report on Form 8-K dated February 12, 1998 and
              filed February 23, 1998.
  
         (12) The Company's Current Report on Form 8-K dated February 13, 1998 and
              filed February 18, 1998.
  
         (13) The Company's Current Report on Form 8-K dated February 13, 1998 and
              filed February 18, 1998.
  4
  
          (14) The Company's Current Report on Form 8-K dated April 17, 1998 and
               filed April 28, 1998, as amended on June 22, 1998 and August 13, 
               1998.
  
          (15) The Company's Current Report on Form 8-K dated April 23, 1998 and
               filed April 27, 1998.
  
          (16) The Company's Current Report on Form 8-K dated June 15, 1998 and 
               filed June 16, 1998.
  
          (17) The Company's Current Report on Form 8-K dated June 25, 1998 and 
               filed June 25, 1998.
  
          (18) The Company's Current Report on Form 8-K dated June 29, 1998 and 
               filed June 30, 1998.
  
          (19) The Company's Current Report on Form 8-K dated June 30, 1998 and 
               filed July 9, 1998, as amended on September 16, 1998.
  
          (20) The Company's Current Report on Form 8-K dated August 7, 1998 and
               filed August 7, 1998.
   
          All documents filed subsequent to the date of this Registration
  Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
  prior to filing of a post-effective amendment which indicates 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 shall be part hereof from the date of filing of such document.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  5
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          The Company's Restated Declaration of Trust (the "Declaration of Trust")
  provides that no trust manager shall be liable to the Company for any act,
  omission, loss, damage, or expense arising from the performance of his duties to
  the Company save only for his own willful misfeasance or willful malfeasance or
  gross negligence. In addition to, but in no respect whatsoever in limitation of
  the foregoing, the liability of each trust manager for monetary damages shall be
  eliminated to the fullest extent permitted by applicable law. The Declaration of
  Trust also provides that no amendment thereto may limit or eliminate this
  limitation of liability with respect to events occurring prior to the effective
  date of such amendment.
  
          The Declaration of Trust provides that the trust managers and officers 
  shall be indemnified to the maximum extent permitted by Texas law. Under current
  Texas law, the trust will indemnify a person who was, is, or is threatened to be
  made a named defendant or respondent in a proceeding because the person is or
  was a trust manager or officer if it is determined that the person (i) conducted
  himself in good faith; (ii) reasonably believed: (a) in the case of conduct in
  his official capacity as a trust manager or officer of the real estate
  investment trust, that his conduct was in the real estate investment trust's
  best interests; and (b) in all other cases, that his conduct was at least not
  opposed to the real estate investment trust's best interests; and (iii) in the
  case of any criminal proceeding, had no reasonable cause to believe that his
  conduct was unlawful. Except to the extent provided in the following sentence, a
  trust manager or officer may not be indemnified (i) in respect of a proceeding
  in which the person is found liable on the basis that personal benefit was
  improperly received by him, whether or not the benefit resulted from an action
  taken in the person's official capacity; or (ii) in which the person is found
  liable to the real estate investment trust. Notwithstanding the foregoing, a
  person may be indemnified against judgments, penalties (including excise and
  similar taxes), fines, settlements, and reasonable expenses actually incurred by
  the person in connection with the proceeding; provided that if the person is
  found liable to the real estate investment trust or is found liable on the basis
  that personal benefit was improperly received by the person, the indemnification
  (i) is limited to reasonable expenses actually incurred by the person in
  connection with the proceeding, and (ii) shall not be made in respect of any
  proceeding in which the person shall have been found liable for willful or
  intentional misconduct in the performance of his duty to the real estate
  investment trust. In addition, the Declaration of Trust and Amended and Restated
  Bylaws, as amended, of the Company (the "Bylaws") require it to pay or
  reimburse, in advance of the final disposition of a proceeding, reasonable
  expenses incurred by a present or former trust manager or officer made a party
  to a proceeding by reason of his status as a trust manager or officer, provided
  that the Company shall have received (i) a written affirmation by the trust
  manager or officer of his good faith belief that he has met the standard of
  conduct necessary for indemnification by the Company as authorized by the Bylaws
  and (ii) a written undertaking by or on his behalf to repay the amount paid or
  reimbursed by the Company if it shall ultimately be determined that the standard
  of conduct was not met. The Declaration of Trust and Bylaws also permit the
  Company to provide indemnification, payment or reimbursement of expenses to any
  employee or agent of the Company in such capacity. The Declaration of Trust and
  Bylaws also permit the Company to indemnify a person who was or
  6
  
  who agreed to appear as a witness or other participant in a proceeding at a
  time when he is not named a defendant or respondent in the proceeding. Any
  indemnification, payment or reimbursement of the expenses permitted by the
  Declaration of Trust and Bylaws shall be furnished in accordance with the
  procedures provided for indemnification and payment or reimbursement of expenses
  for trust managers under the Texas Real Estate Investment Trust Act.
  
          The limited partnership agreement of Crescent Real Estate Equities
  Limited Partnership (the "Operating Partnership") contains indemnification
  provisions comparable to those contained in the Declaration of Trust. 
  
          The Company carries insurance that purports to insure officers and trust
  managers of the Company against certain liabilities incurred by them in the
  discharge of their official functions.
  
          The Company and the Operating Partnership have entered into
  indemnification agreements with each of the Company's executive officers and
  trust managers. The indemnification agreements require, among other things, that
  the Company and the Operating Partnership indemnify such officers and trust
  managers to the fullest extent permitted by law, and advance to the officers and
  trust managers all related expenses, subject to reimbursement if it is
  subsequently determined that indemnification is not permitted. The Company and
  the Operating Partnership also must indemnify and advance expenses incurred by
  officers and trust managers seeking to enforce their rights under the
  indemnification agreements and cover officers and trust managers under the
  Company's and Operating Partnership's directors' and officers' liability
  insurance, if any. Although the indemnification agreements offer substantially
  the same scope of coverage afforded by provisions in the Declaration of Trust,
  the Bylaws and the Operating Partnership's limited partnership agreement, they
  provide greater assurance to trust managers and executive officers that
  indemnification will be available, because, as contracts, they cannot be
  modified unilaterally in the future by the Board of Trust Managers of the
  Company 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.
  
          4.01   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)
  7
  
          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)
  
  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. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the estimated
          maximum offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20 percent change 
          in the maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement; and
  
                 (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.
  8
  
          (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.
  
          The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the registration statement 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.
  
          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.
  9
  
                                     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
  10
  
                                 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 1996 Crescent Real Estate Equities Limited Partnership Unit 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)
  11
  /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
  12
  
                                 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)