##### 



EXHIBIT 31.01
 PURSUANT TO RULE 13a  14(a) AS ADOPTED PERSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
  1.
    
    I have reviewed this annual report on Form 10-K of Crescent Real Estate
Equities Limited Partnership and Crescent Finance 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 registrants as of, and
for, the periods presented in this report;4.
    
    The registrants 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)) for the registrants 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 registrants, 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)
    
    Evaluated the effectiveness of the registrants 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; andc)
    
    Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrants internal control
over financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants 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 registrants 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 registrants
internal control over financial reporting.
  /s/ John C. GoffJohn C. GoffChief Executive Officer




---



##### 



PURSUANT TO RULE 13a  14(a) AS ADOPTED PERSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
  1.
    
    I have reviewed this annual report on Form 10-K of Crescent Real Estate
Equities Limited Partnership and Crescent Finance 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 registrants as of,
and for, the periods presented in this report;4.
    
    The registrants 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)) for the registrants 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
registrants, 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)
    
    Evaluated the effectiveness of the registrants
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; andc)
    
    Disclosed in this report any change in the
registrants internal control over financial reporting that occurred
during the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants 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 registrants 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
registrants internal control over financial reporting.
  /s/ Jerry R. Crenshaw, Jr.Jerry R. Crenshaw, Jr.Chief Financial Officer