<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)) 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)       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

                  c)       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 10, 2004

                                                /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)) 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)       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

                  c)       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

                  a)       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 10, 2004

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