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Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A  14(a) AS ADOPTED PERSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002 I, 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, certify that:  1.
    I have reviewed this Amendment No. 1 to the 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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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 their
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 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;
andd)
    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
committees of the registrants boards 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. Date: April 29, 2005 /s/ John C. GoffJohn C. GoffChief Executive Officer




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Exhibit 31.01 CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A  14(a) AS ADOPTED PERSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002 I, 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,
certify that:  1.
    I have reviewed this Amendment No. 1 to the 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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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 their
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 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;
andd)
    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
committees of the registrants boards 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. Date: April 29, 2005 /s/ Jerry R. Crenshaw,  Jr.Jerry R. Crenshaw, Jr.Chief Financial Officer