<PAGE>   1
                                                             File No.
                                                                     -----------
   As filed with the Securities and Exchange Commission on September 20, 2001

--------------------------------------------------------------------------------

                       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 Its Charter)

             Texas                                               52-1862813
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

              777 Main Street, Suite 2100, Fort Worth, Texas 76102
                    (Address of Principal Executive Offices)

       CRESCENT REAL ESTATE EQUITIES COMPANY EMPLOYEE SHARE PURCHASE PLAN
                             (Full Title of the Plan)

                                  John C. Goff
                             Chief Executive Officer
                      Crescent Real Estate Equities Company
                           777 Main Street, Suite 2100
                             Fort Worth, Texas 76102
                     (Name and Address of Agent for Service)

                                 (817) 321-2100
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

Sylvia M. Mahaffey, Esq.                          David M. Dean
  Shaw Pittman LLP              Executive Vice President, Law and Administration
 2300 N Street, N.W.                  Crescent Real Estate Equities Company
Washington, D.C. 20037                    777 Main Street, Suite 2100
                                            Fort Worth, Texas 76102

<Table>
<Caption>
                                                  CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
                                                               Proposed Maximum         Proposed Maximum
      Title of Securities                  Amount to be         Offering Price         Aggregate Offering            Amount of
       to be Registered                  Registered (1)(3)       Per Share (2)              Price (2)             Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                       <C>                    <C>                         <C>
Common Shares of Beneficial              1,000,000 shares          $ 21.375               $ 21,375,000                $ 5,344
Interest, $.01 par value per share
----------------------------------------------------------------------------------------------------------------------------------
</Table>

(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Crescent Real Estate Equities Company
Employee Share Purchase 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 in
accordance with Rule 457(c), based on the average of the high and low sales
price on September 17, 2001, as reported by the New York Stock Exchange.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by this reference and
made a part hereof:

     (a)  The Registrant's Annual Report on Form 10-K for its fiscal year ended
          December 31, 2000, filed pursuant to Section 13(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the Registrant's fiscal
          year ended December 31, 2000; and

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-B filed on March 24,
          1997 filed under Section 12(b) of the Exchange Act.

     All documents subsequently filed by the Registrant 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 de-registers all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION.

     The Registrant's Restated Declaration of Trust (the "Declaration of Trust")
provides that no trust manager shall be liable to the Registrant for any act,
omission, loss, damage, or expense arising from the performance of his duties to
the Registrant 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.

<PAGE>   3

     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 the Registrant's Amended and
Restated Bylaws, as amended (the "Bylaws"), require the Registrant 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 Registrant 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 Registrant as authorized by the
Bylaws and (ii) a written undertaking by or on his behalf to repay the amount
paid or reimbursed by the Registrant if it shall ultimately be determined that
the standard of conduct was not met. The Declaration of Trust and Bylaws also
permit the Registrant to provide indemnification, payment or reimbursement of
expenses to any employee or agent of the Registrant in such capacity. The
Declaration of Trust and Bylaws also permit the Registrant to indemnify a person
who was or 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 under Texas Real Estate Investment Trust Act for trust
managers.

     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 Registrant carries insurance that purports to insure officers and trust
managers of the Registrant against certain liabilities incurred by them in the
discharge of their official functions.

<PAGE>   4

     The Registrant and the Operating Partnership have entered into
indemnification agreements with each of the Registrant's executive officers and
trust managers. The indemnification agreements require, among other things, that
the Registrant and the Operating Partnership indemnify such officers and trust
managers 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 indemnification is not permitted. The Registrant and the
Operating Partnership 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 Registrant's and the
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
limited partnership agreement of the Operating Partnership, 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 of Trust Managers of the Registrant 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 Crescent Real Estate Equities
            Company, as amended (filed as Exhibit 3.01 to the Registrant's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 2001
            and incorporated herein by reference)

     4.02   Amended and Restated Bylaws of Crescent Real Estate Equities
            Company, as amended (filed as Exhibit No. 3.02 to the Registrant's
            Quarterly Report on Form 10-Q for the quarter ended September 30,
            1998 and incorporated herein by reference)

     4.03   Form of Common Share Certificate (filed as Exhibit No. 4.03 to the
            Registrant's Registration Statement on Form S-3 (File No. 333-21905)
            and incorporated herein by reference)

     4.04   Statement of Designation of 6-3/4% Series A Convertible Cumulative
            Preferred Shares of Crescent Real Estate Equities Company (filed as
            Exhibit No. 4.07 to the Registrant's Annual Report on Form 10-K for
            the fiscal year ended December 31, 1997 and incorporated herein by
            reference)

     4.05   Form of Certificate of 6-3/4% Series A Convertible Cumulative
            Preferred Shares of Crescent Real Estate Equities Company (filed as
            Exhibit No. 4 to the Registrant's Registration Statement on Form
            8-A/A filed on February 18, 1998 and incorporated by reference)

     4.06   Indenture, dated as of September 22, 1997, between Crescent Real
            Estate Equities Limited Partnership and State Street Bank and Trust
            Company of Missouri, N.A. (filed as Exhibit No. 4.01 to the
            Registration Statement on Form S-4 (File No.

<PAGE>   5

            333-42293) of Crescent Real Estate Equities Limited Partnership and
            incorporated herein by reference)

     4.07   6-5/8% Note due 2002 (filed as Exhibit No. 4.07 to the Registrant's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
            (the "1998 2Q 10-Q") and incorporated herein by reference)

     4.08   7-1/8% Note due 2007 (filed as Exhibit No. 4.08 to the 1998 2Q 10-Q
            and incorporated herein by reference)

     4.09   Second Amended and Restated Agreement of Limited Partnership of
            Crescent Real Estate Equities Limited Partnership, dated as of
            November 1, 1997, as amended (filed herewith)

     4.10   Pursuant to Regulation S-K Item 601(b)(4)(iii), the Registrant by
            this filing agrees, upon request, to furnish to the Securities and
            Exchange Commission a copy of other instruments defining the rights
            of holders of long-term debt of the Registrant

     5.01   Opinion of Shaw Pittman LLP with respect to legality of the Common
            Stock registered hereunder (filed herewith)

     23.01  Consent of Arthur Andersen LLP (filed herewith)

     23.02. Consent of Shaw Pittman (included in its opinion filed as Exhibit 5
            hereto)

     24     Power of Attorney (included in signature page)

ITEM 9. UNDERTAKINGS.

     (a)  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,

          (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 thereto) which, individually or the aggregate,
     represents a fundamental change in the information set forth in the
     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 statements,

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;

<PAGE>   6

     (2) That, for the purpose of determining any liability under the Securities
Act, 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
securities which remain unsold at the termination of the offering;

     (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report filed pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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>   7

                                   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 this 20th day of
September, 2001.


                                       CRESCENT REAL ESTATE EQUITIES COMPANY,
                                       a Texas real estate investment trust
                                       (Registrant)

                                       By: /s/ John C. Goff
                                           -------------------------------------
                                           John C. Goff
                                           Chief Executive Officer

<PAGE>   8

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. Goff and David M. Dean, and each of them,
his true and lawful attorney-in-fact and agents, with full power of substitution
and resubstitution, for and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any or all other documents in connection
therewith, and to file the same, with all exhibits thereto, with the Securities
and Exchange Commission, granting unto said 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 might or could be done in
person, hereby ratifying and confirming all said attorney-in-fact and agents or
any of them, or their substitute or substitutes, 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>
         Signature                                    Title                                            Date
         ---------                                    -----                                            ----

<S>                                   <C>                                                       <C>
                                      Trust Manager and Chairman of the Board
-----------------------------------
Richard E. Rainwater

/s/ John C. Goff                      Trust Manager and Chief Executive Officer                 September 19, 2001
-----------------------------------   (Principal Executive Officer)
John C. Goff

/s/ Jerry R. Crenshaw, Jr.            Senior Vice  President,  Chief  Financial  Officer        September 20, 2001
-----------------------------------   and Accounting  Officer  (Principal  Financial and
Jerry R. Crenshaw, Jr.                Accounting Officer)

/s/ Anthony M. Frank                  Trust Manager                                             September 19, 2001
-----------------------------------
Anthony M. Frank

/s/ William F. Quinn                  Trust Manager                                             September 18, 2001
-----------------------------------
William F. Quinn

/s/ Paul E. Rowsey, III               Trust Manager                                             September 18, 2001
-----------------------------------
Paul E. Rowsey, III

                                      Trust Manager
-----------------------------------
David M. Sherman
</Table>

<PAGE>   9

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER         DESCRIPTION
-------        -----------

<S>            <C>
 4.01          Restated Declaration of Trust of Crescent Real Estate Equities
               Company, as amended (filed as Exhibit 3.01 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended June 30, 2001
               and incorporated herein by reference)

 4.02          Amended and Restated Bylaws of Crescent Real Estate Equities
               Company, as amended (filed as Exhibit No. 3.02 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1998 and incorporated herein by reference)

 4.03          Form of Common Share Certificate (filed as Exhibit No. 4.03 to
               the Registrant's Registration Statement on Form S-3 (File No.
               333-21905) and incorporated herein by reference)

 4.04          Statement of Designation of 6-3/4% Series A Convertible
               Cumulative Preferred Shares of Crescent Real Estate Equities
               Company (filed as Exhibit No. 4.07 to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended December 31, 1997
               and incorporated herein by reference)

 4.05          Form of Certificate of 6-3/4% Series A Convertible Cumulative
               Preferred Shares of Crescent Real Estate Equities Company (filed
               as Exhibit No. 4 to the Registrant's Registration Statement on
               Form 8-A/A filed on February 18, 1998 and incorporated by
               reference)

 4.06          Indenture, dated as of September 22, 1997, between Crescent Real
               Estate Equities Limited Partnership and State Street Bank and
               Trust Company of Missouri, N.A. (filed as Exhibit No. 4.01 to the
               Registration Statement on Form S-4 (File No. 333-42293) of
               Crescent Real Estate Equities Limited Partnership and
               incorporated herein by reference)

 4.07          6-5/8% Note due 2002 (filed as Exhibit No. 4.07 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1998 (the "1998 2Q 10-Q") and incorporated herein by
               reference)

 4.08          7-1/8% Note due 2007 (filed as Exhibit No. 4.08 to the 1998 2Q
               10-Q and incorporated herein by reference)

 4.09          Second Amended and Restated Agreement of Limited Partnership of
               Crescent Real Estate Equities Limited Partnership, dated as of
               November 1, 1997, as amended (filed herewith)

 4.10          Pursuant to Regulation S-K Item 601(b)(4)(iii), the Registrant by
               this filing agrees, upon request, to furnish to the Securities
               and Exchange Commission a copy of other instruments defining the
               rights of holders of long-term debt of the Registrant

 5.01          Opinion of Shaw Pittman LLP with respect to legality of the
               Common Stock registered hereunder (filed herewith)

23.01          Consent of Arthur Andersen LLP (filed herewith)

23.02.         Consent of Shaw Pittman (included in its opinion filed as Exhibit
               5 hereto)

24             Power of Attorney (included in signature page)
</Table>
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1
                                                             File No.
                                                                     -----------
   As filed with the Securities and Exchange Commission on September 20, 2001

--------------------------------------------------------------------------------

                       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 Its Charter)

             Texas                                               52-1862813
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

              777 Main Street, Suite 2100, Fort Worth, Texas 76102
                    (Address of Principal Executive Offices)

       CRESCENT REAL ESTATE EQUITIES COMPANY EMPLOYEE SHARE PURCHASE PLAN
                             (Full Title of the Plan)

                                  John C. Goff
                             Chief Executive Officer
                      Crescent Real Estate Equities Company
                           777 Main Street, Suite 2100
                             Fort Worth, Texas 76102
                     (Name and Address of Agent for Service)

                                 (817) 321-2100
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

Sylvia M. Mahaffey, Esq.                          David M. Dean
  Shaw Pittman LLP              Executive Vice President, Law and Administration
 2300 N Street, N.W.                  Crescent Real Estate Equities Company
Washington, D.C. 20037                    777 Main Street, Suite 2100
                                            Fort Worth, Texas 76102
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
                                                               Proposed Maximum         Proposed Maximum
      Title of Securities                  Amount to be         Offering Price         Aggregate Offering            Amount of
       to be Registered                  Registered (1)(3)       Per Share (2)              Price (2)             Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Shares of Beneficial              1,000,000 shares          $ 21.375               $ 21,375,000                $ 5,344
Interest, $.01 par value per share
----------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Crescent Real Estate Equities Company
Employee Share Purchase 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 in
accordance with Rule 457(c), based on the average of the high and low sales
price on September 17, 2001, as reported by the New York Stock Exchange.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by this reference and
made a part hereof:

     (a)  The Registrant's Annual Report on Form 10-K for its fiscal year ended
          December 31, 2000, filed pursuant to Section 13(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the Registrant's fiscal
          year ended December 31, 2000; and

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-B filed on March 24,
          1997 filed under Section 12(b) of the Exchange Act.

     All documents subsequently filed by the Registrant 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 de-registers all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION.

     The Registrant's Restated Declaration of Trust (the "Declaration of Trust")
provides that no trust manager shall be liable to the Registrant for any act,
omission, loss, damage, or expense arising from the performance of his duties to
the Registrant 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.
3

     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 the Registrant's Amended and
Restated Bylaws, as amended (the "Bylaws"), require the Registrant 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 Registrant 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 Registrant as authorized by the
Bylaws and (ii) a written undertaking by or on his behalf to repay the amount
paid or reimbursed by the Registrant if it shall ultimately be determined that
the standard of conduct was not met. The Declaration of Trust and Bylaws also
permit the Registrant to provide indemnification, payment or reimbursement of
expenses to any employee or agent of the Registrant in such capacity. The
Declaration of Trust and Bylaws also permit the Registrant to indemnify a person
who was or 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 under Texas Real Estate Investment Trust Act for trust
managers.

     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 Registrant carries insurance that purports to insure officers and trust
managers of the Registrant against certain liabilities incurred by them in the
discharge of their official functions.
4

     The Registrant and the Operating Partnership have entered into
indemnification agreements with each of the Registrant's executive officers and
trust managers. The indemnification agreements require, among other things, that
the Registrant and the Operating Partnership indemnify such officers and trust
managers 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 indemnification is not permitted. The Registrant and the
Operating Partnership 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 Registrant's and the
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
limited partnership agreement of the Operating Partnership, 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 of Trust Managers of the Registrant 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 Crescent Real Estate Equities
            Company, as amended (filed as Exhibit 3.01 to the Registrant's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 2001
            and incorporated herein by reference)

     4.02   Amended and Restated Bylaws of Crescent Real Estate Equities
            Company, as amended (filed as Exhibit No. 3.02 to the Registrant's
            Quarterly Report on Form 10-Q for the quarter ended September 30,
            1998 and incorporated herein by reference)

     4.03   Form of Common Share Certificate (filed as Exhibit No. 4.03 to the
            Registrant's Registration Statement on Form S-3 (File No. 333-21905)
            and incorporated herein by reference)

     4.04   Statement of Designation of 6-3/4% Series A Convertible Cumulative
            Preferred Shares of Crescent Real Estate Equities Company (filed as
            Exhibit No. 4.07 to the Registrant's Annual Report on Form 10-K for
            the fiscal year ended December 31, 1997 and incorporated herein by
            reference)

     4.05   Form of Certificate of 6-3/4% Series A Convertible Cumulative
            Preferred Shares of Crescent Real Estate Equities Company (filed as
            Exhibit No. 4 to the Registrant's Registration Statement on Form
            8-A/A filed on February 18, 1998 and incorporated by reference)

     4.06   Indenture, dated as of September 22, 1997, between Crescent Real
            Estate Equities Limited Partnership and State Street Bank and Trust
            Company of Missouri, N.A. (filed as Exhibit No. 4.01 to the
            Registration Statement on Form S-4 (File No.
5

            333-42293) of Crescent Real Estate Equities Limited Partnership and
            incorporated herein by reference)

     4.07   6-5/8% Note due 2002 (filed as Exhibit No. 4.07 to the Registrant's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
            (the "1998 2Q 10-Q") and incorporated herein by reference)

     4.08   7-1/8% Note due 2007 (filed as Exhibit No. 4.08 to the 1998 2Q 10-Q
            and incorporated herein by reference)

     4.09   Second Amended and Restated Agreement of Limited Partnership of
            Crescent Real Estate Equities Limited Partnership, dated as of
            November 1, 1997, as amended (filed herewith)

     4.10   Pursuant to Regulation S-K Item 601(b)(4)(iii), the Registrant by
            this filing agrees, upon request, to furnish to the Securities and
            Exchange Commission a copy of other instruments defining the rights
            of holders of long-term debt of the Registrant

     5.01   Opinion of Shaw Pittman LLP with respect to legality of the Common
            Stock registered hereunder (filed herewith)

     23.01  Consent of Arthur Andersen LLP (filed herewith)

     23.02. Consent of Shaw Pittman (included in its opinion filed as Exhibit 5
            hereto)

     24     Power of Attorney (included in signature page)

ITEM 9. UNDERTAKINGS.

     (a)  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,

          (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 thereto) which, individually or the aggregate,
     represents a fundamental change in the information set forth in the
     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 statements,

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;
6

     (2) That, for the purpose of determining any liability under the Securities
Act, 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
securities which remain unsold at the termination of the offering;

     (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report filed pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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.
7

                                   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 this 20th day of
September, 2001.

                                       CRESCENT REAL ESTATE EQUITIES COMPANY,
                                       a Texas real estate investment trust
                                       (Registrant)

                                       By: /s/ John C. Goff
                                           -------------------------------------
                                           John C. Goff
                                           Chief Executive Officer
8

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. Goff and David M. Dean, and each of them,
his true and lawful attorney-in-fact and agents, with full power of substitution
and resubstitution, for and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any or all other documents in connection
therewith, and to file the same, with all exhibits thereto, with the Securities
and Exchange Commission, granting unto said 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 might or could be done in
person, hereby ratifying and confirming all said attorney-in-fact and agents or
any of them, or their substitute or substitutes, 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.
Signature                                    Title                                            Date
         ---------                                    -----                                            ----
Trust Manager and Chairman of the Board
-----------------------------------
Richard E. Rainwater

/s/ John C. Goff                      Trust Manager and Chief Executive Officer                 September 19, 2001
-----------------------------------   (Principal Executive Officer)
John C. Goff

/s/ Jerry R. Crenshaw, Jr.            Senior Vice  President,  Chief  Financial  Officer        September 20, 2001
-----------------------------------   and Accounting  Officer  (Principal  Financial and
Jerry R. Crenshaw, Jr.                Accounting Officer)

/s/ Anthony M. Frank                  Trust Manager                                             September 19, 2001
-----------------------------------
Anthony M. Frank

/s/ William F. Quinn                  Trust Manager                                             September 18, 2001
-----------------------------------
William F. Quinn

/s/ Paul E. Rowsey, III               Trust Manager                                             September 18, 2001
-----------------------------------
Paul E. Rowsey, III

                                      Trust Manager
-----------------------------------
David M. Sherman
9

                                 EXHIBIT INDEX
EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
4.01          Restated Declaration of Trust of Crescent Real Estate Equities
               Company, as amended (filed as Exhibit 3.01 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended June 30, 2001
               and incorporated herein by reference)

 4.02          Amended and Restated Bylaws of Crescent Real Estate Equities
               Company, as amended (filed as Exhibit No. 3.02 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1998 and incorporated herein by reference)

 4.03          Form of Common Share Certificate (filed as Exhibit No. 4.03 to
               the Registrant's Registration Statement on Form S-3 (File No.
               333-21905) and incorporated herein by reference)

 4.04          Statement of Designation of 6-3/4% Series A Convertible
               Cumulative Preferred Shares of Crescent Real Estate Equities
               Company (filed as Exhibit No. 4.07 to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended December 31, 1997
               and incorporated herein by reference)

 4.05          Form of Certificate of 6-3/4% Series A Convertible Cumulative
               Preferred Shares of Crescent Real Estate Equities Company (filed
               as Exhibit No. 4 to the Registrant's Registration Statement on
               Form 8-A/A filed on February 18, 1998 and incorporated by
               reference)

 4.06          Indenture, dated as of September 22, 1997, between Crescent Real
               Estate Equities Limited Partnership and State Street Bank and
               Trust Company of Missouri, N.A. (filed as Exhibit No. 4.01 to the
               Registration Statement on Form S-4 (File No. 333-42293) of
               Crescent Real Estate Equities Limited Partnership and
               incorporated herein by reference)

 4.07          6-5/8% Note due 2002 (filed as Exhibit No. 4.07 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1998 (the "1998 2Q 10-Q") and incorporated herein by
               reference)

 4.08          7-1/8% Note due 2007 (filed as Exhibit No. 4.08 to the 1998 2Q
               10-Q and incorporated herein by reference)

 4.09          Second Amended and Restated Agreement of Limited Partnership of
               Crescent Real Estate Equities Limited Partnership, dated as of
               November 1, 1997, as amended (filed herewith)

 4.10          Pursuant to Regulation S-K Item 601(b)(4)(iii), the Registrant by
               this filing agrees, upon request, to furnish to the Securities
               and Exchange Commission a copy of other instruments defining the
               rights of holders of long-term debt of the Registrant

 5.01          Opinion of Shaw Pittman LLP with respect to legality of the
               Common Stock registered hereunder (filed herewith)

23.01          Consent of Arthur Andersen LLP (filed herewith)

23.02.         Consent of Shaw Pittman (included in its opinion filed as Exhibit
               5 hereto)

24             Power of Attorney (included in signature page)