EXHIBIT 31.1
**CERTIFICATIONS**
I, Hamid R. Moghadam, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of AMB Property, L.P.;
(2) Based on my knowledge, this report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;
(4) The registrant’s other certifying officers 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 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,including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which thisreport is being prepared;  b) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and  c) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and
(5) The registrant’s other certifying officers and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):
 a) All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and  b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’sinternal control over financial reporting.     Date: August 9, 2004          By: /s/ HAMID R. MOGHADAM       Hamid R. Moghadam   *Chairman and CEO*
 

 

I, W. Blake Baird, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of AMB Property, L.P.;
(2) Based on my knowledge, this report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;
(4) The registrant’s other certifying officers 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 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,including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which thisreport is being prepared;  b) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and  c) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and
(5) The registrant’s other certifying officers and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing 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 torecord, 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: August 9, 2004          By: /s/ W. BLAKE BAIRD       W. Blake Baird   *President and Director*
 

 

I, Michael A. Coke, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of AMB Property, L.P.;
(2) Based on my knowledge, this report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;
(4) The registrant’s other certifying officers 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 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,including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which thisreport is being prepared;  b) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and  c) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and
(5) The registrant’s other certifying officers and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing 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 torecord, 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: August 9, 2004          By: /s/ MICHAEL A. COKE       Michael A. Coke   *CFO and Executive Vice President*