EXHIBIT 31.2
CERTIFICATIONS
I, Marsha C. Williams, Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, the general partner of EOP Operating Limited Partnership, certify that:
1.  I have reviewed this quarterly report on Form 10-Q of EOP Operating Limited Partnership; 2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; 3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report; 4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as definedin Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 (a)  Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared;  (b)  Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accountingprinciples;  (c)  Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and  (d)  Disclosed in this report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control overfinancial reporting; and
5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):
 (a)  All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and  (b)  Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internalcontrol over financial reporting.     Date: May 10, 2005   /s/ Marsha C. Williams       Marsha C. Williams   *Executive Vice President and Chief Financial Officer*   *of Equity Office Properties Trust, the general*   *partner of EOP Operating Limited Partnership*