**EXHIBIT31.2**

 

**ESSEXPORTFOLIO, L.P.**

**CERTIFICATIONPURSUANT TO SECTION 302 OF THE**

**SARBANES-OXLEYACT OF 2002**

 

I, Michael J. Schall, Principal FinancialOfficer of Essex Property Trust, Inc., the general partner of the registrantEssex Portfolio, L.P., certify that:

 

1.               I have reviewed this annual report onForm 10-K of Essex Portfolio, L.P.;

 

2.               Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.               Thegeneral partner’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

## ***a)***              Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

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## ***b)***             Designed such internalcontrols over financial reporting, or caused such internal controls overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

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## ***c)***              Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

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## ***d)***             Disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) 

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## ***thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and***

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5.               The generalpartner’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the generalpartner’s auditors and the audit committee of the general partner’s board ofdirectors (or persons performing the equivalent functions):

 

a)              All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial data; and

 

b)             Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 

Date:          March 31, 2005

 

 
| /s/   Michael J. Schall          |   |
|-------------------------------------------------|--------|
| Michael J. Schall                               |
| Senior Executive Vice President,                |   |
| Director and Chief Operating Officer            |   |
| Essex Property Trust, Inc., general partner  of |   |
| Essex Portfolio, L.P.                           |   |
|                                                 |        |  |

 

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