##### 



EXHIBIT 31.01
 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 PURSUANT TO RULE 13a  14(a) AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
  1.
    
    I have reviewed this amendment to annual report on Form 10-K/A of Crescent Real
Estate Equities Company;2.
    
    Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading
with respect 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 all material respects the
financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;4.
    
    The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure 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 others within those
entities, particularly during the period in which this report is being
prepared;b)
    
    Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;c)
    
    Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; andd)
    
    Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrants internal control
over financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants board of trust
managers (or persons performing the equivalent functions):
 a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; andb)
    
    Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrants
internal control over financial reporting.
  /s/ John C. GoffJohn C. GoffChief Executive Officer




---



##### 



EXHIBIT 31.01
 CERTIFICATION
OF CHIEF FINANCIAL OFFICER
 PURSUANT TO RULE 13a  14(a) AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
  1.
    
    I have reviewed this amendment to annual report on Form 10-K/A of Crescent Real
Estate Equities Company;2.
    
    Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading
with respect 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 all material respects the
financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;4.
    
    The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure 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 others within those
entities, particularly during the period in which this report is being
prepared;b)
    
    Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;c)
    
    Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; andd)
    
    Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrants internal control
over financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants board of trust
managers (or persons performing the equivalent functions):
 a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; andb)
    
    Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrants
internal control over financial reporting.
  /s/ Jane E. ModyJane E. ModyManaging
Director, Chief Financial Officer