EXHIBIT 10.5


                                  AMENDMENT TO
                             CONTRIBUTION AGREEMENT
                               (Public Securities)



     THIS AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment") is made and
entered into as of this 17th day of October, 2002 (the "Effective Date"), by and
between Crow Family Partnership, L.P., a Texas limited partnership ("CFP"), and
Crow Public Securities, L.P., a Texas limited partnership ("Assignee").
Capitalized terms used herein but not otherwise defined shall have the meanings
set forth in the Agreement referred to below.

                                   WITNESSETH

     WHEREAS, CFP and Assignee entered into that certain Contribution Agreement
dated as of October 14, 2002 (the "Agreement"); and

     WHEREAS, Exhibit A attached to the Agreement did not accurately reflect the
number of shares of Trammell Crow Company being contributed to the Assignee, the
parties hereto, therefore, desire to amend the Agreement to correct Exhibit A.

     NOW, THEREFORE, in consideration of the premises, warranties and mutual
covenants set forth herein, the parties hereto agree as follows:

     1. Amendment. Exhibit A to the Agreement is hereby deleted and replaced in
its entirety with Exhibit A attached to this Amendment.

     2. Agreement Otherwise Unchanged. Except as herein specifically amended or
supplemented hereby, the Agreement shall continue in full force and effect in
accordance with its terms.

     3. Governing Law. This Amendment is entered into in Dallas County, Texas,
is to be performed in said county and shall be construed and enforced in
accordance with the laws of the State of Texas.

                            [signature page follows]




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     IN WITNESS WHEREOF, this Amendment is executed to be effective as of the
Effective Date.



                                        CFP:


                                        CROW FAMILY PARTNERSHIP, L.P.

                                        By: Crow Family, Inc., its sole
                                            general partner


                                        By:    /s/ RONALD S. BROWN
                                              ----------------------------------
                                        Name:  Ronald S. Brown
                                              ----------------------------------
                                        Title: Vice President
                                              ----------------------------------


                                        ASSIGNEE:

                                        Crow Public Securities, L.P.

                                        By: Crow Family, Inc., its general
                                        partner


                                        By:    /s/ RONALD S. BROWN
                                              ----------------------------------
                                        Name:  Ronald S. Brown
                                              ----------------------------------
                                        Title: Vice President
                                              ----------------------------------





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                                     Exhibit A

                                Public Securities

1.   1,000 shares of common stock of Trammell Crow Company represented by
     certificate number 2.

2.   2,199,266 shares of common stock of Trammell Crow Company represented by
     certificate number 1429.

3.   $9,946,000 in principal amount of 11.75% notes of Allegiance Telecom, Inc.
     due in February, 2008.




                                      A-1