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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule TO
(Amendment No. 4)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934

TRAMMELL CROW COMPANY
(Name of Issuer and Person Filing Statement)

Common Stock, $.01 par value
per share
(Title of Class of Securities)

001-753-89288R10-6
(CUSIP Number of Class of Securities)

Robert E. Sulentic
Chairman and Chief Executive Officer
Trammell Crow Company
2001 Ross Avenue, Suite 3400
Dallas, Texas 75201
(214) 863-3000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)

Copies to:


J. Christopher Kirk
Trammell Crow Company
2001 Ross Avenue, Suite 3400
Dallas, Texas 75201
(214) 863-3000
 
P. Gregory Hidalgo
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 220-7700

CALCULATION OF FILING FEE


Transaction valuation (*) Amount of Filing Fee
$69,999,993 $8,869
*
Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, assuming that 4,444,444 shares of common stock are purchased for $15.75 per share.

ý
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $8,869
 
Filing Party: Trammell Crow Company
Form or Registration No.: Schedule TO   Date Filed: September 3, 2004
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transaction to which the statement relates:

        Check the following box if the filing is a final amendment reporting the results of the tender offer: ý

        This Amendment No. 4 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on September 3, 2004, as further amended and supplemented by Amendment No. 1 filed with the Securities and Exchange Commission on September 20, 2004, as further amended and supplemented by Amendment No. 2 filed with the Securities and Exchange Commission on October 4, 2004, and as further amended and supplemented by Amendment No. 3 filed with the Securities and Exchange Commission on October 7, 2004 (collectively, the "Schedule TO") by Trammell Crow Company, a Delaware corporation (the "Company"), relating to a tender offer by the Company for up to 4,444,444 shares of the Company's common stock, par value $0.01 per share, at a price not greater than $15.75 nor less than $13.50 per share, net to the seller in cash, on the terms and subject to the conditions set forth in an Offer to Purchase, dated September 3, 2004, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the "Offer."

        Due to an administrative error, 12,346.7852 shares that were validly tendered and accepted by the Company in the Offer were not included in the final results reported in Amendment No. 3. The total number of shares validly tendered and accepted by the Company in the Offer was 2,354,436.7852.

        This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities and Exchange Act of 1934. The information in the Offer to Purchase and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO as exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated in this Amendment by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein.

        Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information:

        On October 14, 2004, the Company amended the final results of the tender offer, which expired at 12:00 midnight, New York City time, on October 1, 2004. Due to administrative error, 12,346.7852 shares that were validly tendered and accepted by the Company in the Offer were not included in final results reported in the press release dated October 7, 2004. The total number of shares validly tendered and accepted by the Company in the Offer was 2,354,436.7852.

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SIGNATURE

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

    TRAMMELL CROW COMPANY

 
 
By:
/s/  J. CHRISTOPHER KIRK      
J. Christopher Kirk
 Executive Vice President, General Counsel and Secretary

        Dated: October 14, 2004

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