Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
ROTH TERRY CHRISTOPHER
   2. Issuer Name and Ticker or Trading Symbol
TRAMMELL CROW CO [TCC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Dev. & Invest.-E.Op
(Last)
(First)
(Middle)
2001 ROSS AVENUE, SUITE 3400		 3. Date of Earliest Transaction (Month/Day/Year)
12/20/2006
(Street)

DALLAS, TX 75201		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/20/2006   D   156,818 D $ 49.51 0 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 10.2 12/20/2006   D     20,000 05/25/2002(2) 05/25/2008 Common Stock 20,000 $ 39.31 0 D  
Stock Option (right to buy) $ 13.9 12/20/2006   D     57,500 05/24/2003(3) 05/24/2009 Common Stock 57,500 $ 35.61 0 D  
Stock Option (right to buy) $ 11.44 12/20/2006   D     40,000 03/08/2001(4) 03/08/2010 Common Stock 40,000 $ 38.07 0 D  
Stock Option (right to buy) $ 17.88 12/20/2006   D     15,000 05/18/2002(5) 05/18/2009 Common Stock 15,000 $ 31.63 0 D  
Stock Option (right to buy) $ 17.44 12/20/2006   D     13,147 05/05/2000(6) 05/05/2009 Common Stock 13,147 $ 32.07 0 D  
Stock Option (right to buy) $ 18.06 12/20/2006   D     9,223 02/18/2000(7) 02/18/2009 Common Stock 9,223 $ 31.45 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROTH TERRY CHRISTOPHER
2001 ROSS AVENUE
SUITE 3400
DALLAS, TX 75201		       President, Dev. & Invest.-E.Op  

Signatures

 /s/ T. Christopher Roth   12/19/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares were disposed of upon the merger of A-2 Acquisition Corp. with and into the Issuer (the "Merger") pursuant to an agreeement and plan of merger by and among the Issuer, CB Richard Ellis Group, Inc., and A-2 Acquisition Corp. (the "Merger Agreement"). Of the shares disposed of upon the Merger, 72,142 shares were shares of restricted stock that fully vested at the effective time of the Merger.
(2) The options vested in four equal annual installments with the first installment vesting on 5/25/2002. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($10.20 in this instance), resulting in the right to receive consideration of $39.31 per option, less any applicable withholding taxes.
(3) The options vested in four equal annual installments with the first installment vesting on 5/24/2003. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($13.90 in this instance), resulting in the right to receive consideration of $35.61 per option, less any applicable withholding taxes.
(4) The options vested in four equal annual installments with the first installment vesting on 3/8/2001. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($11.44 in this instance), resulting in the right to receive consideration of $38.07 per option, less any applicable withholding taxes.
(5) The options vested in three equal annual installments beginning 5/18/2002. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($17.88 in this instance), resulting in the right to receive consideration of $31.63 per option, less any applicable withholding taxes.
(6) The options vested in four equal annual installments with the first installment vesting on 5/5/2000. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($17.44 in this instance), resulting in the right to receive consideration of $32.07 per option, less any applicable withholding taxes.
(7) The options vested in three equal annual installments with the first installment vesting on 2/18/2000. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($18.06 in this instance), resulting in the right to receive consideration of $31.45 per option, less any applicable withholding taxes.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.