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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1. Name and Address of Reporting Person * HELLER JEFFREY M   2. Issuer Name and Ticker or Trading Symbol TRAMMELL CROW CO [TCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5400 LEGACY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2006 (Street) PLANO, TX 75024 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 No securities owned               0 D

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

Performance Units

$ 0 (1)

12/20/2006

D

1,184

05/17/2006

(2)

Common Stock

1,184

$ 49.51

0

D

Performance Units

$ 0 (1)

12/20/2006

D

1,988

05/18/2005

(2)

Common Stock

1,988

$ 49.51

0

D

Performance Units

$ 0 (1)

12/20/2006

D

3,591

05/19/2004

(2)

Common Stock

3,591

$ 49.51

0

D

Performance Units

$ 0 (1)

12/20/2006

D

3,922

05/25/2001

(2)

Common Stock

3,922

$ 49.51

0

D

Stock Option (right to buy)

$ 9.74

12/20/2006

D

9,719

05/21/2003

05/21/2010

Common Stock

9,719

$ 39.77 (3)

0

D

Stock Option (right to buy)

$ 13.9

12/20/2006

D

6,200

05/24/2002

05/24/2009

Common Stock

6,200

$ 35.61 (4)

0

D

Stock Option (right to buy)

$ 10.2

12/20/2006

D

8,772

05/25/2001

05/25/2008

Common Stock

8,772

$ 39.31 (5)

0

D

Stock Option (right to buy)

$ 11.44

12/20/2006

D

4,615

03/08/2000

03/08/2010

Common Stock

4,615

$ 37.71 (6)

0

D

Stock Option (right to buy)

$ 17.94

12/20/2006

D

3,345

03/30/1999

03/30/2009

Common Stock

3,345

$ 31.57 (7)

0

D

Stock Option (right to buy)

$ 22.75

12/20/2006

D

5,274

12/22/1997

12/22/2007

Common Stock

5,274

$ 26.76 (8)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HELLER JEFFREY M 5400 LEGACY DRIVE PLANO, TX 75024	X

Signatures

/s/ Jeffrey M. Heller		12/17/2006
**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)	As awarded, each performance unit could be settled for one share of common stock. Pursuant to an agreement and plan of merger by and among the Issuer, CB Richard Ellis Group, Inc., and A-2 Acquisition Corp. (the "Merger Agreement"), each performance unit was converted into the right to receive $49.51 in cash, less any applicable withholding taxes and subject to and in accordance with the provisions set forth in the performance unit award agreement between the Issuer and the reporting person.
(2)	As awarded, the units could be settled (a) in cash or in the Issuer's common stock, (b) in a single lump sum or in annual installments of up to five years and (c) upon the reporting person's termination of employment or service, completion of a stated number of years or a date specified by the reporting person. Pursuant to the Merger Agreement, each performance unit was converted into the right to receive $49.51 in cash, less any withholding taxes and subject to and in accordance with the provisions set forth in the performance unit award agreement between the Issuer and the reporting person.
(3)	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 ($9.74 in this instance), resulting in the right to receive consideration of $39.77 per option, less any applicable withholding taxes.
(4)	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.
(5)	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.
(6)	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.
(7)	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 ($17.94 in this instance), resulting in the right to receive consideration of $31.57 per option, less any applicable withholding taxes.
(8)	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 ($22.75 in this instance), resulting in the right to receive consideration of $26.76 per option, less any applicable withholding taxes.

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