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EXHIBIT 31.1 CERTIFICATIONS I, Richard D. Kincaid, certify that:  1.
    I have reviewed this amendment number 1 to annual
report on Form 10-K/A 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 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; and(d)
    Disclosed in this report any change in the
registrants internal control over financial
reporting that occurred during the registrants
most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual
report) 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 directors (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; and(b)
    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. Date: May 4, 2005

/s/ Richard D. KincaidRichard D. KincaidPresident and Chief Executive Officer of Equity
Office Properties Trust, the general partner of
EOP Operating Limited Partnership




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CERTIFICATIONS I, Marsha C. Williams, certify that:  1.
    I have reviewed this amendment number 1 to annual
report on Form 10-K/A 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 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; and(d)
    Disclosed in this report any change in the
registrants internal control over financial
reporting that occurred during the registrants
most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual
report) 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 directors (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; and(b)
    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. Date: May 4, 2005

/s/ Marsha C. WilliamsMarsha C. WilliamsExecutive Vice President and Chief Financial
Officer of Equity Office Properties Trust, the
general partner of EOP Operating Limited
Partnership