SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Schedule 13D**

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 6 )*

                            Crescent Operating, Inc.
                                (Name of Issuer)

                     Common Stock, Par Value $0.01 Per Share
                         (Title of Class of Securities)

                                   22575M 10 0
                                 (CUSIP Number)

                                  Stacie Moore
                           777 Main Street, Suite 2100
                             Fort Worth, Texas 76102
                                 (817) 321-1215
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                January 18, 2005
             (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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

*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).





1.       Name of Reporting Person:

                  John C. Goff

2.       Check the Appropriate Box if a Member of a Group:

                                                                         (a) / /

                                                                         (b) /X/

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

5.       Check box if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e):

                                                                             / /

6.       Citizenship or Place of Organization:       USA


                           7.       Sole Voting Power:        -0-
Number of
Shares
Beneficially               8.       Shared Voting Power:      -0-
Owned By
Each
Reporting                  9.       Sole Dispositive Power:   -0-
Person
With
                           10.      Shared Dispositive Power: -0-


11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         -0-

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

                                                                             / /

13.      Percent of Class Represented by Amount in Row (11):  0.0%

14.      Type of Reporting Person:  IN



                               Page 2 of 4 Pages


         Pursuant to Rule 13d-2(a) of Regulation 13D of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned (the "Reporting Person") hereby amends that Schedule 13D
Statement filed September 28, 1998, as amended by Amendment No. 1 thereto filed
December 10, 1998, by Amendment No. 2 thereto filed December 29, 1998, by
Amendment No. 3 thereto filed March 2, 1999, by Amendment No. 4 thereto filed
March 4, 2002, and Amendment No. 5 thereto filed January 6, 2003 (as amended,
the "Schedule 13D"), relating to the common stock, par value $0.01 per share
(the "Stock") of Crescent Operating, Inc., a Delaware corporation (the
"Issuer"). Unless otherwise indicated herein, all defined terms used herein
shall have the meaning ascribed to those terms in the Schedule 13D.

Item 1. SECURITY AND ISSUER.

         Item 1 hereby is partially amended by restating the last sentence
thereof as follows:

         The address of the principal executive offices of the Issuer is 777
Main Street, Suite 2100, Fort Worth, Texas 76102.

Item 2. IDENTITY AND BACKGROUND.

         No material change.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         No material change.

Item 4. PURPOSE OF TRANSACTION.

         Item 4 hereby is partially amended by adding at the end thereof the
following:

         As a result of the occurrence of the event described in Item 5(c), all
of the shares of Stock outstanding immediately prior to the Effective Time (as
defined in Item 5(c)) were cancelled as of the Effective Time and accordingly
all references hereinabove to plans, proposals or potential actions relating to
or which might result in any of the matters enumerated in Item 4 (a) through (j)
of Rule 13d-101 are irrelevant.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

         Item 5(a) through (c) and (e) hereby is amended and restated as
follows:

         (a) Because of the occurrence of the event described in Item 5(c), the
Reporting Person is the beneficial owner of zero shares of the Stock and there
are no shares of the Stock outstanding.

         (b) Because of the occurrence of the event described in Item 5(c), the
Reporting Person has the sole or shared power to vote or to direct the vote and
to dispose or to direct the disposition of zero shares of the Stock.

         (c) Pursuant to the Plan of Reorganization of Issuer confirmed by the
United States Bankruptcy Court for the Northern District of Texas in In Re
Crescent Operating, Inc., Debtor (Case No. 03-42406-DML-11), the Issuer on
January 18, 2005, filed with the Secretary of State of Delaware an amendment to
the Issuer's Certificate of Incorporation automatically cancelling as of the
date and time of such filing (the "Effective Time") each outstanding share of
Stock and converting the same into a "right to receive that number of common
shares of beneficial interest [of Crescent Real Estate Equities Company as
provided] in the manner and upon the terms set forth in the Plan of
Reorganization." Also pursuant to that Plan of Reorganization, all Stock options
were cancelled effective January 18, 2005.



                               Page 3 of 4 Pages


         (d) No material change.

         (e) As a result of the occurrence of the event described in Item 5(c),
as of January 18, 2005 the Reporting Person ceased to be the beneficial owner of
more than five percent of the Stock.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

         No material change.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

         No material change.

         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.

         Dated: March 28, 2005


                                    /s/ John C. Goff
                                    ----------------
                                    JOHN C. GOFF





                               Page 4 of 4 Pages