UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                  UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

                             (Amendment No._______)

                             CRESCENT OPERATING INC.

                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    22575M100
                                 (CUSIP Number)

                               Fred M. Stone, Esq.
                                 Millenco, L.P.
                           666 Fifth Avenue, 8th Floor
                            New York, New York 10103
                                 (212) 841-4124

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

                                December 31, 2002
             (Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this
                               Schedule is filed:

                                [x] Rule 13d-1(b)

                                [_] Rule 13d-1(c)

                                [_] Rule 13d-1(d)

(*) 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 the disclosures provided in a prior cover page.

The information required in 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 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. 22575M100                   13G                      Page 2 of 5 Pages

- --------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Millenco, L.P.   13-3532932
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                 (a)  |x|
                                                                 (b)  |_|
- --------------------------------------------------------------------------------
3.   SEC USE ONLY


- --------------------------------------------------------------------------------
4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
- --------------------------------------------------------------------------------
  NUMBER OF    5.   SOLE VOTING POWER

   SHARES           550,000
               -----------------------------------------------------------------
BENEFICIALLY   6.   SHARED VOTING POWER

  OWNED BY
               -----------------------------------------------------------------
    EACH       7.   SOLE DISPOSITIVE POWER

  REPORTING         550,000
               -----------------------------------------------------------------
   PERSON      8.   SHARED DISPOSITIVE POWER

    WITH
- --------------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     550,000
- --------------------------------------------------------------------------------
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          |_|
- --------------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     5.079%
- --------------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON*

     PN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!





Item 1.

a. Name of Issuer: Crescent Operating Inc.

b. Address of Issuer's Principal Executive Office

777 Taylor Street
Suite 1000
Fort Worth, TX 76102

Item 2.

a. Name of Person Filing: Millenco, L.P.

b. Address of Principal Business Office or, If None, Residence:

666 Fifth Avenue, 8th Floor
New York, New York 10103

c. Citizenship: United States (Delaware limited partnership)

d. Title of Class of Securities: Common Stock

Item 3.

If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:

a. [X] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

b. [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.78c).

c. [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C.(78c).

d. [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15U.S.C.80a-8).

e. [ ] An investment advisor in accordance with 240.13d- 1(b)(ii)(E);

f. [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);

g. [ ] A parent company or control person in accordance with
240.13d-1(b)(1)(ii)(G);

h. [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12U.S.C. 1813);

i. [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);

j. [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership:

a. Amount Beneficially Owned: 550,000 shares of common stock.

b. Percent of Class: 5.079%

c. Number of Shares as to which such person has:

(i) Sole power to vote or direct the vote:

550,000 shares of Common Stock.

(ii) Shared power to vote of direct the vote:

None

(iii) Sole power to dispose or to direct the disposition of:

550,000 shares of Common Stock

(iv) Shared power to dispose or to direct the disposition of:

None





Item 5. Ownership of Five Percent of Class:

If this Statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent of Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding 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, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.





                                    SIGNATURE

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

Date: February 10, 2003

Millenco, L.P.

By: Millennium Management, LLC.,
General Partner


/s/ Terry Feeney
- --------------------------------
By: Terry Feeney,
    Chief Operating Officer