EXHIBIT 31.1
**CERTIFICATIONS**
I, Richard D. Kincaid, certify that:
 1.  I have reviewed this annual report on Form 10-K of EOP Operating Limited Partnership;  2.  Based on my knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;  3.  Based on my knowledge, the financial statements, and other financial informationincluded 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 periodspresented in this report;  4.  The registrant’s other certifying officer and I are responsible for establishing andmaintaining 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 ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:
 (a)  Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including itsconsolidated 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, orcaused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;  (c)  Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions aboutthe effectiveness 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’sinternal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal controlover financial reporting; and
 5.  The registrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):
 (a)  All significant deficiencies and material weaknesses in thedesign or operation 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 involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.        Date: March 16, 2005 /s/ Richard D. Kincaid   Richard D. Kincaid   *President and Chief Executive Officerof Equity Office Properties Trust, the generalpartner of EOP Operating Limited Partnership*  
 

 
     
I, Marsha C. Williams, certify that:
 1.  I have reviewed this annual report on Form 10-K of EOP Operating Limited Partnership;  2.  Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, inlight 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 informationincluded 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 periodspresented in this report;  4.  The registrant’s other certifying officer and I are responsible for establishing andmaintaining 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 ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:
 (a)  Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including itsconsolidated 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, orcaused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;  (c)  Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions aboutthe effectiveness 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’sinternal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal controlover financial reporting; and
 5.  The registrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):
 (a)  All significant deficiencies and material weaknesses in thedesign or operation 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 involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.        Date: March 16, 2005 /s/ Marsha C. Williams   Marsha C. Williams   *Executive Vice President and Chief Financial Officerof Equity Office Properties Trust, the general partnerof EOP Operating Limited Partnership*