~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~ of Report (Date of earliest event reported): April 6, 2007

~~Pursuant~~Crescent toReal ~~Section 13~~Estate orEquities ~~15(d)~~Limited ~~of the Securities Exchange Act of 1934~~Partnership

~~Date~~(Exact name of ~~Report~~registrant ~~(Date~~as ofspecified ~~earliest~~in ~~event~~its ~~reported~~charter)~~: February 8, 2005~~

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP CRESCENT FINANCE COMPANY (Exact name of registrant as specified in its charter)


Delaware	333-42293	75-2531304
(State or other jurisdiction	(Commission	(IRS Employer
of organization)	File Number)	Identification No.)

~~DelawareDelaware~~777 ~~(State~~Main orStreet, ~~other~~Suite 2100 Fort ~~jurisdiction~~Worth, ofTexas ~~incorporation) 333-42293333-89194-01~~ 76102 (~~Commission file number~~817) 75 321-~~253130442-1536518 (I.R.S. Employer Identification Number)~~2100

~~777 Main Street, Suite 2100 Fort Worth, Texas 76102~~ (~~817) 321-2100 (~~Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 230.13e-4(c))

~~TABLE~~Item 1.01. OFEntry ~~CONTENTS~~into a Material Definitive Agreement.

~~Item~~ On 1March 5, 2007, Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the “Partnership”), and certain of its subsidiaries and affiliates (the “Sellers” and, collectively with the Partnership, “Crescent”), and Walton TCC Hotel Investors V, L.01L.C., ~~Entry~~a Delaware limited liability company (the “Purchaser”), had entered into a ~~Material~~series ~~Definitive~~of Purchase and Sale Agreements which were amended on March 23, 2007 effective as of March 5, 2007 (collectively, as so amended, the “Original Purchase Agreement”) pursuant to which, among other things, (a) the Sellers agreed to sell to the Purchaser all of the Sellers’ rights, title and interest in the Fairmont Sonoma Mission Inn & Spa®, the Sonoma Golf Club, the Ventana Inn & Spa®, the Park Hyatt Beaver Creek Resort & Spa, the Omni Austin hotel and the Austin Center office building adjacent to the hotel, the Denver Marriott hotel and the Renaissance Houston hotel and (b) the Partnership agreed to guaranty certain obligations of the Sellers under the Original Purchase Agreement. ~~SIGNATURES~~The Original Purchase Agreement was terminated by the Purchaser on April 2, 2007 at the end of its due diligence period.

~~Table~~ On April 6, 2007, the Sellers and the Purchaser reinstated and amended the Original Purchase Agreement (as so amended, the “Purchase Agreement”). The total gross purchase price under the Purchase Agreement, which was determined through arm’s length negotiations between the parties, is approximately $620,000,000. Crescent’s share of ~~Contents~~the gross purchase price, determined after taking into account the interests of its partners in the sales and incentive payments due as a result of the sales, is approximately $580,000,000. The Purchaser has paid a nonrefundable earnest money deposit of approximately $11,000,000.

~~Item~~ The 1closing of the transactions contemplated by the Purchase Agreement is subject to the satisfaction of certain customary closing conditions.01 There are no assurances that the conditions will be met or that the transaction will be consummated. ~~Entry~~The ~~into~~parties to the Purchase Agreement presently anticipate that the closing will occur during the second quarter of 2007. Neither Crescent Real Estate Equities Company, the sole shareholder of the general partner and the majority limited partner of the Partnership, nor the Partnership, nor any of the Sellers or any affiliate of the foregoing, has a ~~Material~~material ~~Definitive~~relationship with Purchaser, other than pursuant to the Purchase Agreement.

~~Crescent Real Estate Equities Company (“Crescent Equities”) conducts its business through its~~SIGNATURE direct and indirect subsidiaries, which include Crescent Real Estate Equities Limited Partnership (the “Operating Partnership”) and the direct and indirect subsidiaries of the Operating Partnership and its general partner. Unless the context otherwise requires, the term “Company” includes, as applicable, Crescent Equities, the Operating Partnership, the general partner of the Operating Partnership and the direct and indirect subsidiaries of the Operating Partnership or its general partner.

~~Summary~~Pursuant ~~Description~~to the requirements of ~~Terms~~the Securities Exchange Act of ~~Agreement~~1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On February 8, 2005, the Crescent Real Estate Funding VIII, L.P. (the “Borrower”), a direct or indirect wholly owned subsidiary of the Operating Partnership, entered into a new $300 million credit facility (the “Facility”) with a syndicate of lenders. The Facility was arranged by KeyBank National Association, as Administrative Agent, Deutsche Bank Trust Company Americas, as Syndication Agent, Keybanc Capital Markets and Deutsche Bank Securities, Inc., as Sole Co-Lead Arrangers, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Documentation Agents.


	CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP

	By:	Crescent Real Estate Equities, Ltd.
		Its General Partner

Date: April 9, 2007	By:	/s/ David M. Dean

		David M. Dean
		Managing Director, Law and Secretary

The Facility replaces the previous credit facility, which was terminated by the Borrower on February 9, 2005. All outstanding amounts totaling approximately $206 million plus accrued interest and unpaid fees under the previous facility were repaid in full using cash on hand and proceeds from an initial borrowing under the Facility. Borrowings under the previous facility bore interest at an annual rate of LIBOR plus 212.5 basis points.

The Facility provides for a $300 million revolving credit facility maturing on December 31, 2006, which may, subject to certain conditions relating to market conditions and the ability of the lenders to syndicate their initial commitments, be expanded by an additional $100 million at the election of the Borrower on or before December 31, 2005. The Facility includes a $35 million letter of credit subfacility. The interest rate on the Facility is LIBOR plus 200 basis points. The Company expects to use the facility primarily for working capital and cash flow management purposes, as well as to provide interim financing for property acquisitions until permanent financing for the properties may be arranged.

The amount that may be drawn on the Facility may be limited based on the net operating income of the properties owned by the Borrower and any subsidiary guarantors and on the value of certain designated investments. The Facility is unsecured but contains restrictions on the ability of the Borrower to sell any of the 18 office or hotel properties that it owns out of the Company’s total property portfolio. In addition, subsidiaries of the Operating Partnership, which own two additional office properties, have guaranteed the Facility and will be unable to transfer those properties as long as they are guarantors. The Operating Partnership has also guaranteed the Facility.

Under the Facility, the Borrower and the Operating Partnership are subject to certain limitations including the ability to: incur additional debt or sell assets; make certain investments and acquisitions; and grant liens. The Borrower and Operating Partnership are also subject to financial covenants, which include debt service ratios, leverage ratios and, in the case of the Operating Partnership, a minimum tangible net worth limitation and a fixed charge coverage ratio.

The Facility is subject to customary events of default, the occurrence of which could lead to an acceleration of the Borrower’s and Operating Partnership’s obligations thereunder.

Other Relationships Between the Company and the Parties to the Agreement

Each of KeyBank National Association, Deutsche Bank Trust Company Americas, Bank of America, N.A. and JPMorgan Chase Bank, N.A. is a lender under the Facility. Some of the lenders or their respective affiliates from time to time have provided in the past and may provide in the future investment banking, commercial lending and financial advisory services to the Company and its affiliates in the ordinary course of business.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP By: Crescent Real Estate Equities, Ltd. Its General Partner By: /s/ JERRY R. CRENSHAW Name: Jerry R. Crenshaw, Jr. Title: Managing Director, Chief Financial Officer

Date: February 14, 2005

CRESCENT FINANCE COMPANY By: /s/ JERRY R. CRENSHAW Name: Jerry R. Crenshaw, Jr. Title: Managing Director, Chief Financial Officer

Date: February 14, 2005

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