<PAGE>

                                                                  EXHIBIT  31.01

         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 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;
                        and

                  d)    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; and

                  b)    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: March 24, 2005

                                         /s/ John C. Goff
                                         --------------------------
                                         John C. Goff
                                         Chief Executive Officer

<PAGE>

                                                                   EXHIBIT 31.01

        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 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;
                        and

                  d)    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; and

                  b)    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: March 24, 2005

                                         /s/ Jerry R. Crenshaw,  Jr.
                                         -------------------------------
                                         Jerry R. Crenshaw, Jr.
                                         Chief Financial Officer