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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP

(Name of Issuer)

UNITS OF LIMITED PARTNERSHIP INTEREST

(Title and Class of Securities)

NONE

(CUSIP Number)

Morgan Stanley
1585 Broadway
New York, NY 10036
Attention: Barbara L. Burns
Tel: (212) 762-4744

Goodwin Procter LLP
53 State Street
Boston, MA 02109
Attention: John T. Haggerty
Tel: (617) 570-1000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 27, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.				Page		2		of	5	Pages

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Morgan Stanley

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

56,546,528.5*

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

--0--

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

--0--

WITH

SHARED DISPOSITIVE POWER:

--0--

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

56,546,528.5*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

92%*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

*See Item 5 hereof.


				Page 3 of 5 Pages

This statement (this “Amendment”) amends the Schedule 13D (the “Schedule 13D”) dated June 1, 2007 by Morgan Stanley, a Delaware corporation, with respect to common units of limited partnership interests (the “Units”), of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the “Operating Partnership”). Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

1. Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On May 22, 2007, the Purchaser Parties, Crescent Real Estate Equities Company, a Texas real estate investment trust (the “Company”) and Crescent Real Estate Equities, Ltd., a Delaware corporation (the “General Partner”) entered into a Voting Agreement (the “Company Voting Agreement”) and Parent, REIT Merger Sub and Richard E. Rainwater entered into a Voting Agreement (as thereafter amended, the “Rainwater Voting Agreement”, and together with the Company Voting Agreement, the “Voting Agreements”) as an inducement for the Purchaser Parties to enter into the Merger Agreement discussed in Item 4 and in consideration thereof.

On June 27, 2007, the parties to the Rainwater Voting Agreement and Darla D. Moore, the wife of Mr. Rainwater, entered into that certain First Amendment and Joinder of Voting Agreement in order to, among other matters, join Ms. Moore as a party to the Rainwater Voting Agreement. Morgan Stanley has not paid additional consideration to Mr. Rainwater, Ms. Moore, the Company or the General Partner in connection with the execution and delivery of the Voting Agreements.

The information set forth in Item 4 of this Amendment is hereby incorporated by reference.

2. Item 4 (a) — (b) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) — (b) On May 22, 2007, the Company, the Operating Partnership and the Purchaser Parties entered into an Agreement and Plan of Merger (the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, the Company will merge with and into REIT Merger Sub, which will be the surviving entity (the “REIT Merger”), and Partnership Merger Sub will merge with and into the Operating Partnership, which will be the surviving entity (the “Partnership Merger” and, together with the REIT Merger, the “Mergers”). Upon the effective time of the Partnership Merger: (i) each outstanding unit of interest in the Operating Partnership other than a Restricted Unit (a “Unit”) will automatically be canceled and converted into the right to receive cash, without interest, equal to $45.60 per Unit (the “Unit Consideration”), (ii) each outstanding option to purchase Units (an “Option”) will automatically be canceled and converted into the right to receive cash equal to the product of (x) the number of Units issuable upon exercise of the Option, and (y) the excess of the Unit Consideration over the exercise price of the Option per Unit, and (iii) each restricted unit issued under the long-term incentive plans of the Operating Partnership (a “Restricted Unit”) will automatically be canceled and converted into the right to receive $45.60 per Restricted Unit, plus accrued and unpaid dividends. The obligations of the parties to the Merger Agreement to effect the Mergers are subject to certain conditions, including the approval of the REIT Merger by the Company’s shareholders, and the receipt of applicable governmental approvals.

The Purchaser Parties entered into the Voting Agreements in connection with the Merger Agreement. Pursuant to the Company Voting Agreement, each of the Company and the General Partner agreed to vote, and has irrevocably appointed Morgan Stanley as its agent, attorney-in-fact and proxy to vote, its Units owned as of May 22, 2007 or acquired thereafter: (i) in favor of the approval of the Partnership Merger, presented for consideration to any persons; (ii) against any proposal


				Page 4 of 5 Pages

or transaction which could prevent or delay the consummation of the Partnership Merger; (iii) against any action which would frustrate the purposes, or prevent or delay the consummation, of the Partnership Merger; (iv) in favor of the approval and adoption of the Merger Agreement; (v) against any proposal or transaction which could prevent or delay the effectiveness of the REIT Merger; and (vi) against any action which would frustrate the purposes, or prevent or delay the effectiveness of the Merger Agreement.

Pursuant to the Rainwater Voting Agreement, each of Mr. Rainwater and Ms. Moore agreed to vote, and has irrevocably appointed Morgan Stanley as his or her agent, attorney-in-fact and proxy to vote, his or her common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”) owned as of May 22, 2007 or acquired thereafter: (i) in favor of the approval of the REIT Merger, presented for consideration to any persons; (ii) against any proposal or transaction which could prevent or delay the consummation of the REIT Merger; (iii) against any action which would frustrate the purposes, or prevent or delay the consummation, of the REIT Merger; (iv) in favor of the approval and adoption of the Merger Agreement; and (v) against any action which would frustrate the purposes, or prevent or delay the effectiveness of the Merger Agreement.

The Voting Agreements also provide that, except under certain limited circumstances, each of the Company, the General Partner, Mr. Rainwater and Ms. Moore will not sell, assign, transfer or otherwise dispose of or encumber any Units owned as of May 22, 2007 or acquired thereafter. The Voting Agreements will terminate upon the earlier of the effective time of the Mergers or the termination of the Merger Agreement in accordance with its terms.

The purpose of the transactions contemplated by the Voting Agreements is to support the consummation of the transactions contemplated under the Merger Agreement.

References to, and descriptions of, the Mergers, the Merger Agreement and the Voting Agreements as set forth herein are qualified in their entirety by reference to the Merger Agreement, the form of Voting Agreements and the First Amendment and Joinder of Voting Agreement, included as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, to this Amendment, and such agreements are incorporated herein in their entirety where such references and descriptions appear.

3. Item 5 (a) — (b) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) — (b) Prior to May 22, 2007, Morgan Stanley was not the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of any Units. Pursuant to the Company Voting Agreement, Morgan Stanley may be deemed to have acquired sole voting power (for the purposes described in the Company Voting Agreement) with respect to, and beneficial ownership of, the Units beneficially owned by the Company. Similarly, pursuant to the Rainwater Voting Agreement, Morgan Stanley may be deemed to have acquired sole voting power (for the purposes described in the Rainwater Voting Agreement) with respect to, and beneficial ownership of, the Units beneficially owned by each of Mr. Rainwater and Ms. Moore. Based on representations made by the Company, Mr. Rainwater and Ms. Moore in the Voting Agreements, the Company, Mr. Rainwater and Ms. Moore collectively beneficially own 56,546,528.50 Units, constituting approximately 92% of the total issued and outstanding Units (based on 61,740,784.50 Units, the number of Units outstanding as of May 18, 2007 as represented by the Operating Partnership in the Merger Agreement).


				Page 5 of 5 Pages

4. Item 5 (d) of the Schedule 13D is hereby amended and restated in its entirety as follows:

To Morgan Stanley’s knowledge, each of the Company, Mr. Rainwater and Ms. Moore has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Units owned by the Company, Mr. Rainwater and Ms. Moore, respectively, and reported by this statement.

5. Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Amendment:


99.1		Agreement and Plan of Merger, dated as of May 22, 2007, by and among Crescent Real Estate Equities Company, Crescent Real Estate Equities Limited Partnership, Moon Acquisition Holdings LLC, Moon Acquisition LLC, and Moon Acquisition Limited Partnership (incorporated by reference to Exhibit 2.01 of the Company’s Current Report on Form 8-K filed May 25, 2007 (File No. 1-13038 ))

99.2		Form of Voting Agreement, dated as of May 22, 2007, by and among Crescent Real Estate Equities Company, Crescent Real Estate Equities, Ltd., Moon Acquisition Holdings LLC, Moon Acquisition LLC, and Moon Acquisition Limited Partnership (incorporated by reference to Exhibit 99.4 of Morgan Stanley’s Statement of Beneficial Ownership on Form 13D filed June 1, 2007 (File No. 005-82911 ))

99.3		Form of Voting Agreement, dated as of May 22, 2007, by and among Richard E. Rainwater, Moon Acquisition Holdings LLC and Moon Acquisition LLC (incorporated by reference to Exhibit 99.5 of Morgan Stanley’s Statement of Beneficial Ownership on Form 13D filed June 1, 2007 (File No. 005-82911 ))

*99.4		First Amendment and Joinder of Voting Agreement, dated as of June 27, 2007, by and among Richard E. Rainwater, Darla D. Moore, Moon Acquisition Holdings LLC and Moon Acquisition LLC.

* Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


July 3, 2007	MORGAN STANLEY

	By:	/s/ Christopher L. O’Dell

		Christopher L. O’Dell
		Authorized Signatory

CRESCENT REAL ESTATE EQUITIES LTD PARTNERSHIP SC 13D/A