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                                                                   EXHIBIT 32.01

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

      PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906
                       OF THE SARBANES-OXLEY ACT OF 2002

          The undersigned, John C. Goff, the Chief Executive Officer of Crescent
Real Estate Equities Ltd., the general partner of Crescent Real Estate Equities
Limited Partnership, and the Chief Executive Officer of Crescent Finance
Company, has executed this certification in connection with the filing with the
Securities and Exchange Commission of the amendment to the registrants' Annual
Report on Form 10-K for the year ended December 31, 2003 (the "Report"). The
undersigned hereby certifies that:

          (1) the Report fully complies with the requirements of Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and

          (2) the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the registrants.




Date: April 28, 2004                           /s/ John C. Goff
                                               -----------------------
                                               John C. Goff
                                               Chief Executive Officer


          A signed original of this written statement required by Section 906
has been provided to Crescent Real Estate Equities Limited Partnership and
Crescent Finance Company and will be retained by Crescent Real Estate Equities
Limited Partnership and Crescent Finance Company and furnished to the Securities
and Exchange Commission or its staff upon request.



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                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

      PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

          The undersigned, Jerry R. Crenshaw, Jr., the Chief Financial Officer
of Crescent Real Estate Equities Ltd., the general partner of Crescent Real
Estate Equities Limited Partnership, and the Chief Financial Officer of Crescent
Finance Company, has executed this certification in connection with the filing
with the Securities and Exchange Commission of the amendment to the registrants'
Annual Report on Form 10-K for the year ended December 31, 2003 (the "Report").
The undersigned hereby certifies that:

          (1) the Report fully complies with the requirements of Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and

          (2) the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the registrants.



Date: April 28, 2004                           /s/ Jerry R. Crenshaw, Jr.
                                               --------------------------
                                               Jerry R. Crenshaw, Jr.
                                               Chief Financial Officer


          A signed original of this written statement required by Section 906
has been provided to Crescent Real Estate Equities Limited Partnership and
Crescent Finance Company and will be retained by Crescent Real Estate Equities
Limited Partnership and Crescent Finance Company and furnished to the Securities
and Exchange Commission or its staff upon request.