SecProbe.io

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                                                      July 26,
2005

Mail Stop 4561

John C. Goff
777 Main Street, Suite 2100
Fort Worth, TX  76102

      Re:	Crescent Real Estate Equities Limited Partnership
		Form 10-KSB for the year ended December 31, 2004
		File No. 333-42293

Dear Mr. Goff:

      We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
will make no further review of your documents.  As such, all
persons
who are responsible for the adequacy and accuracy of the
disclosure
are urged to be certain that they have included all information
required pursuant to the Securities Exchange Act of 1934.

      Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us information
so
we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB

Selected Financial Data, page 25
1. Reference is made to your discussion of FFO and Adjusted FFO.
Explain to us how this non-GAAP measure enhances investors
understanding of your operating performance and how management
uses
this measure to evaluate the performance of your business.

2. Tell us how you considered the guidance of in questions 7, 8
and
15 of the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures when determining the appropriateness of
excluding
impairment charges and the loss on extinguishment of debt from
Adjusted FFO.

Managements Discussion and Analysis

Funds from Operations, page 59

3. Refer to the fourth paragraph under this heading.  Tell us what
consideration you gave to discussing your distributions in
comparison
to cash flow from operating activities for the three years
presented
and in the periods in which the distributions exceeded cash flow
from
operating activities, identifying the alternative source of the
distributions.  Similar considerations should be made to the
presentation on page 43.

Quantitative and Qualitative Disclosures about Market Risk, page
60
4. Clarify what consideration you gave to providing the
information
related to your hedged variable rate debt.  We note the
information
included in Management`s Discussion and Analysis related to the
derivative instruments used to hedge the related risk.
Financial Statements and Notes

Significant Accounting Policies

Gain Recognition on Sale of Real Estate Assets, page 75
5. Please clarify to us and in future filings your accounting
policy
for recognizing gains ands losses on properties sold or
contributed
to joint ventures in which you obtain or hold an interest.

Note 9 - Investments in Unconsolidated Companies, page 92
6. We note that you account your investment in G2 Opportunity
Fund,
L.P. under the equity method.   We note the related party
ownership
structure as outlined in note 18 on page 54.  Explain to us how
you
analyzed this entity under paragraph 5(c) of Fin 46R and if the
entity is a variable interest entity, clarify who the primary
beneficiary is and the basis for that determination.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Yolanda Crittendon, Staff Accountant, at
(202)
551-3472 or the undersigned at (202) 551-3498 if you have
questions.

							Sincerely,

            Linda Van Doorn				Senior Assistant
Chief
Accountant

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Mr. John C. Goff
Crescent Real Estate Equities Limited Partnership
July 26, 2005
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