SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
A fee is being paid with this statement.
Name of
Issuer: CRESCENT REAL ESTATE EQUITIES INC
________________________________________________
Title of Class
of Securities: Common Stock
CUSIP Number: 225756105
1) NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
The Prudential Insurance Company of America 22-1211670
2.) MEMBER OF A GROUP: (a) N/A
(b) N/A
3) SEC USE ONLY:
4) PLACE OF ORGANIZATION: A mutual insurance company organized
under the laws of the State of New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
5) Sole Voting Power: 14,900 See Exhibit A
6) Shared Voting Power 7,544,932 See Exhibit A
7) Sole Dispositive Power: 14,900 See Exhibit A
8) Shared Dispositive Power: 7,544,932 See Exhibit A
9) AGGREGATE AMOUNT BENEFICIALLY OWNED:
16,037,288 See Exhibit A
10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: Not Applicable
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
12.40 See Exhibit A
12) TYPE OF REPORTING PERSON: IC, IA
ITEM 1(a). NAME OF ISSUER:
CRESCENT REAL ESTATE EQUITIES INC
ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:
CRESCENT REAL ESTATE EQUITIES INC
777 Main Street
Suite 2100
Fort Worth, TX 76102-5325
ITEM 2(a). NAME OF PERSON FILING:
The Prudential Insurance Company of America
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
751 Broad Street
Newark, New Jersey 07102-3777
ITEM 2(c). CITIZENSHIP:
A mutual insurance company organized under the laws
of the
State of New Jersey
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
225756105
ITEM 3. The Person filing this statement is an Insurance Company
as defined in Section 3(a) (19) of the Securities
Exchange
Act of 1934, and an Investment Adviser registered
under
Section 203 of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP:
(a) Number of Shares
Beneficially Owned: 16,037,288 See Exhibit A
(b) Percent of Class: 12.40
Number
(c) Powers Of Shares
- ------------------------------------- --------------------------
Sole power to vote or 14,900 See Exhibit A
to direct the vote
Shared power to vote or 7,544,932 See Exhibit A
to direct the vote
Sole power to dispose or 14,900 See Exhibit A
to direct disposition
Shared power to dispose 7,544,932 See Exhibit A
or to direct disposition
ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF
OF ANOTHER PERSON:
See Exhibit A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE ULTIMATE PARENT COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
By signing below, the Prudential Insurance Company of America
certifies that, to the best of its knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose
or effect.
The filing of this statement should not be construed as an admission that
Prudential is, for purposes of Sections 13 or 16 of the Securities
Exchange Act of 1934, the beneficial owner of such shares.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, The Prudential Insurance Company of America certifies that
the information set forth in this statement is true, complete and
correct.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: Ellen McGlynn Koke
Second Vice President
Date: 11/03/98
As of: 10/30/98
Exhibit A
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ITEM 6. OWNERSHIP:
The Prudential Insurance Company of America ('Prudential') may have direct
or indirect voting and/or investment discretion over 16,037,288 shares of
the Issuer's common stock which are held for the benefit of its clients by
its separate accounts, externally managed accounts, registered investment
companies, subsidiaries and/or other affiliates. Prudential is reporting
the combined holdings of these entities for the purpose of administrative
convenience.
These shares were acquired in the ordinary course of business, and not
with the purpose or effect of changing or influencing control of the
Issuer. The filing of this statement should not be construed as an
admission that Prudential is, for the purposes of Section 13 or 16 of the
Securities Exchange Act of 1934, the beneficial owner of these shares.
At the close of trading on October 6, 1998, certain conditions were met
which give each of The Prudential Insurance Company of America, Strategic
Value Investors, LLC, Strategic Value Investors International, LLC and
Strategic Value Investors II, LLC the right, exercisable at any time, to
convert all of the shares of Series B Convertible Preferred Shares (the
"Series B Shares") held by them into common shares of Crescent Real Estate
Equities Company ("CEI"). The number of common shares issuable upon a conv
ersion is determined by calculating the Conversion Rate (as defined in and
calculated in accordance with the Statement of Designation for the Series
B Shares) on the date on which the security holders tender their shares
for conversion. The Conversion Rate is a variable rate that is calculated
based on a comparison of the investment return produced by the common
shares of CEI and the NAREIT Total Return Series for Equity REITs,
excluding Health Care REITs, and as a result changes daily.
For illustration purposes, during the month of October, 1998 (assuming
that the right to convert had been available each day in October), the
Conversion Rate (as calculated by the security holders but subject to
confirmation by CEI) in effect for such month ranged from approximately
1.04 to 1.22 common shares issuable upon conversion of each Series B
Share. As such the total number of common shares issuable upon conversion
of the 6,948,734 Series B Shares ranged from approximately 7.23 million to
8.48 million common shares during that period.