**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 amendment number 1 to annualreport on Form 10-K/A of EOP Operating LimitedPartnership;  2. Based on my knowledge, this report does not containany untrue statement of a material fact or omit tostate a material fact necessary to make thestatements made, in light of the circumstancesunder which such statements were made, notmisleading with respect to the period covered bythis report;  3. Based on my knowledge, the financial statements,and other financial information included in thisreport, fairly present in all material respects thefinancial condition, results of operations and cashflows of the registrant as of, and for, the periodspresented in this report;  4. The registrant’s other certifying officer and I areresponsible for establishing and maintainingdisclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have: (a) Designed such disclosure controls andprocedures, or caused such disclosure controlsand procedures to be designed under oursupervision, to ensure that materialinformation relating to the registrant,including its consolidated subsidiaries, ismade known to us by others within thoseentities, particularly during the period inwhich this report is being prepared;  (b) Designed such internal control over financialreporting, or caused such internal controlover financial reporting to be designed underour supervision, to provide reasonableassurance regarding the reliability offinancial reporting and the preparation offinancial statements for external purposes inaccordance with generally accepted accountingprinciples;  (c) Evaluated the effectiveness of theregistrant’s disclosure controls andprocedures and presented in this report ourconclusions about the effectiveness of thedisclosure controls and procedures, as of theend of the period covered by this report basedon such evaluation; and  (d) Disclosed in this report any change in theregistrant’s internal control over financialreporting that occurred during theregistrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the caseof an annual report) that has materiallyaffected, or is reasonably likely tomaterially affect, the registrant’s internalcontrol over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed,based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or personsperforming the equivalent functions): (a) All significant deficiencies and materialweaknesses in the design or operation ofinternal control over financial reportingwhich are reasonably likely to adverselyaffect the registrant’s ability to record,process, summarize and report financialinformation; and  (b) Any fraud, whether or not material, thatinvolves management or other employees whohave a significant role in the registrant’sinternal control over financial reporting.        Date: July 24, 2006 /s/ Marsha C. Williams   Marsha C. Williams   *Executive Vice Presidentand Chief Financial*