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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Khourie Matthew S
   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, D & I, Central Ops.
(Last)
(First)
(Middle)
3050 POST OAK BLVD., SUITE 700		 3. Date of Earliest Transaction (Month/Day/Year)
05/19/2006
(Street)

HOUSTON, TX 77056		 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 05/19/2006   F(1)   1,166 D $ 36.31 226,797.5185 (2) D  
Common Stock 05/21/2006   F(3)   1,458 D $ 35.75 225,339.5185 (2) D  
Common Stock               85,250 I (4) by Khourie Family Interests, Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 13.9             05/24/2003(5) 05/24/2009 Common Stock 17,500   17,500 D  
Stock Option (right to buy) $ 10.2             05/25/2002(6) 05/25/2008 Common Stock 20,000   20,000 D  
Stock Option (right to buy) $ 11.44             03/08/2001(7) 03/08/2010 Common Stock 15,000   15,000 D  
Stock Option (right to buy) $ 17.44             05/05/2000(8) 05/05/2009 Common Stock 10,210   10,210 D  
Stock Option (right to buy) $ 18.06             02/18/2000(9) 02/18/2009 Common Stock 7,397   7,397 D  
Stock Option (right to buy) $ 17.5             11/24/1998(10) 11/24/2007 Common Stock 20,305   20,305 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Khourie Matthew S
3050 POST OAK BLVD.
SUITE 700
HOUSTON, TX 77056		       President, D & I, Central Ops.  

Signatures

 /s/ J. Christopher Kirk, by power of attorney   05/22/2006
**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 withheld by the Issuer to satisfy a tax withholding obligation incident to the vesting of 3,200 shares of restricted stock on 5/19/2006, such shares having been issued in accordance with Rule 16b-3.
(2) Includes 50,468 shares of restricted stock, with 10,000 shares vesting on 3/5/2007, 1,600 shares vesting on 5/19/2007, 4,000 shares vesting on 5/21/2007, 10,000 shares vesting on 3/5/2008, 1,600 shares vesting on 5/19/2008, 4,000 shares vesting on 5/21/2008, 17,668 shares vesting on 5/18/2009, and 1,600 shares vesting on 5/19/2009. Also includes 10,305.5185 shares acquired under the Issuer's Employee Stock Purchase Plan.
(3) The shares were withheld by the Issuer to satisfy a tax withholding obligation incident to the vesting of 4,000 shares of restricted stock on 5/21/2006, such shares having been issued in accordance with Rule 16b-3.
(4) The reporting person is a general partner of the partnership that owns the reported securities. The other general partner is the reporting person's spouse and the limited partners are the reporting person's children.
(5) The options vest in four equal annual installments with the first installment vesting on 5/24/2003.
(6) The options vested in four equal annual installments with the first installment vesting on 5/25/2002.
(7) The options vested in four equal annual installments with the first installment vesting on 3/8/2001.
(8) The options vested in four equal annual installments with the first installment vesting on 5/5/2000.
(9) The options vested in three equal annual installments with the first installment vesting on 2/18/2000.
(10) The options vested in three equal annual installments with the first installment vesting on 11/24/1998.

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