**EXHIBIT 31.2****CERTIFICATIONS**I, Marsha C. Williams, Executive Vice President and Chief Financial Officer of Equity OfficeProperties Trust, the general partner of EOP Operating Limited Partnership, 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 statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect 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 financialcondition, 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 andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-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 causedsuch disclosure controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within thoseentities, particularly during the period in which thisreport is being prepared;  (b) Designed such internal control over financial reporting, orcaused such internal control over financial reporting to bedesigned under our supervision, to provide reasonableassurance regarding the reliability of financial reportingand the preparation of financial statements for externalpurposes in accordance with generally accepted accountingprinciples;  (c) Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report ourconclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the periodcovered by this report based on such evaluation; and  (d) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internalcontrol over financial reporting; and 5. The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s boardof directors (or persons performing the equivalentfunctions): (a) All significant deficiencies and material weaknesses in thedesign or operation of internal control over financialreporting which are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize andreport financial information; and  (b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant rolein the registrant’s internal control over financialreporting.   Date:March 14, 2006 /s/ Marsha C. Williams     Marsha C. Williams