Registration No. 333-_______________


   As filed with the Securities and Exchange Commission on June 28, 2005

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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


                           --------------------



                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933



                     AMLI RESIDENTIAL PROPERTIES TRUST
           -----------------------------------------------------
          (Exact Name of Registrant as Specified in its Charter)



                                 Maryland
      --------------------------------------------------------------
      (State or Other Jurisdiction of Incorporation or Organization)



                                36-3925916
                   ------------------------------------
                   (I.R.S. Employer Identification No.)



125 South Wacker Drive, Suite 3100, Chicago, Illinois         60606
-----------------------------------------------------       ----------
    (Address of Principal Executive Offices)                (Zip Code)



                        AMLI RESIDENTIAL PROPERTIES
                                401(k) PLAN
                        ---------------------------
                         (Full Title of the Plan)



                              Allan J. Sweet
                          125 South Wacker Drive
                                Suite 3100
                         Chicago, Illinois  60606
                  ---------------------------------------
                  (Name and Address of Agent for Service)



                              (312) 443-1477
       -------------------------------------------------------------
       (Telephone Number, Including Area Code, of Agent for Service)


                           --------------------


<PAGE>


                      CALCULATION OF REGISTRATION FEE


                                   Proposed      Proposed
                                    Maximum       Maximum
Title of               Amount      Offering      Aggregate    Amount of
Securities to           to be      Price Per     Offering   Registration
be Registered        Registered    Share (1)     Price (1)       Fee
---------------      ----------   ----------    ----------  ------------

Common Shares
 of Beneficial
 Interest, $.01
 par value
 (includes the
 related preferred
 share purchase
 rights)               500,000
                       Shares       $30.275     $15,137,500   $1,781.69

----------

(1)   In accordance with Rule 457(h)(1), estimated solely for the purpose
      of computing the registration fee on the basis of the average of the
      high and low sale prices of the Common Shares of Beneficial Interest
      as reported on the New York Stock Exchange on June 27, 2005.

 =========================================================================



<PAGE>


PROSPECTUS
----------



                     AMLI RESIDENTIAL PROPERTIES TRUST


                           47,405 Common Shares


      This Prospectus relates to 47,405 common shares of beneficial
interest of Amli Residential Properties Trust, which may be offered from
time to time by certain selling shareholders.  The common shares have been
acquired by the selling shareholders pursuant to the Amli Residential
Properties Retirement Savings Plan.  See "Selling Shareholders" for more
information.  The common shares are being registered to permit the selling
shareholders to sell the common shares they acquired pursuant to our
retirement savings plan prior to June 28, 2005.  Registration of the common
shares does not necessarily mean that any of the common shares will be
offered or sold by the selling shareholders.

      Our common shares are listed on the New York Stock Exchange under the
symbol "AML."  To ensure that we maintain our qualification as a real
estate investment trust, ownership by any person is limited to 5% of our
outstanding common shares and preferred shares of beneficial interest, with
identified exceptions.  See "Description of Common Shares" for more
information.

      We will not receive any of the proceeds from the sale of the common
shares by the selling shareholders but have agreed to bear certain expenses
of registration and sale of the common shares.

      On June 27, 2005, the last reported sale price of our common shares
on the NYSE was $30.64 per share.

      Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus.  Any
representation to the contrary is a criminal offense.




               The date of this Prospectus is June 28, 2005


<PAGE>


      NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR A SELLING
SHAREHOLDER.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE COMMON SHARES
OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE COMMON SHARES OFFERED HEREBY TO ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION TO SUCH PERSON.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE HEREOF.


                                THE COMPANY

      We are a self-administered and self-managed real estate investment
trust, or a REIT, engaged in the development, acquisition and management of
upscale, institutional quality multifamily apartment communities in eight
major metropolitan markets in the Southeast, Southwest, Midwest and
Mountain regions of the United States. We were founded in 1980.

      We are the sole general partner of, and own a majority of the
partnership interests in, AMLI Residential Properties, L.P., a Delaware
limited partnership, to which we refer in this prospectus as AMLI, L.P.,
through which we own our interests in our apartment communities. As of
December 31, 2004, we owned approximately 95% of the outstanding
partnership interests, or OP Units, in AMLI, L.P. OP Units may be redeemed
for our common shares on a one-for-one basis and are entitled to
distributions equal to distributions received on common shares. We conduct
all our business through AMLI, L.P. and its subsidiaries and affiliates.

      Our executive offices are located at 125 South Wacker Drive,
Suite 3100, Chicago, Illinois 60606 and our telephone number is (312) 443-
1477. In addition, we maintain regional offices in Atlanta, Dallas,
Indianapolis and Kansas City.


                              USE OF PROCEEDS

      We will not receive any of the proceeds from the sale of the common
shares sold by the selling shareholders.  All proceeds from the sale of the
common shares will be received by the selling shareholders.


























                                     2


<PAGE>


                           SELLING SHAREHOLDERS

      All of the common shares may be reoffered and resold using this
prospectus either (i) directly by the participants in our retirement
savings plan listed below as selling shareholders or (ii) by the retirement
savings plan trust (as the selling shareholder), which holds common shares
on behalf of the participants in our retirement savings plan listed below.
The table below sets forth (i) the name and position or last position with
the Company of each of the selling shareholders, (ii) the total number of
common shares, including the common shares being offered using this
prospectus, held by each identified selling shareholder before the offering
assuming in each case conversion into common shares of all OP Units held by
the selling shareholder, (iii) the total number of the common shares
offered hereby by each identified selling shareholder, (iv) the number of
common shares (based on the total number of common shares and OP Units held
by each identified selling shareholder as of the date hereof) which will be
held after the offering assuming that all the common shares offered using
this prospectus are sold and (v) the percentage of common shares to be
owned by each identified selling shareholder after the offering.  Selling
shareholders may, at any time and from time to time after the date hereof,
sell all or a portion of the common shares offered using this prospectus.
Since the selling shareholders may sell all, some or none of the common
shares offered using this prospectus, no estimate can be made of the
aggregate number of common shares that will be held by each selling
shareholder upon completion of the offering to which this prospectus
relates.  None of the information in the following table reflects the total
number of common shares which any selling shareholder may be deemed to
beneficially own, except with respect to common shares held in the
retirement savings plan trust for the benefit of the selling shareholder.

                             Number of  Number of   Number of
                              common     common       common     Percen-
                              shares     shares       shares      tage
                            held prior   offered       held      ownership
                              to the    using this  after the    after the
Name        Job Title        offering   prospectus   offering    offering
----        ---------       ----------  ----------  ----------  ----------

Gregory T.  Trustee and
 Mutz       Chairman of
            the Board          477,813      25,687     452,126        1.8%

Allan J.    Trustee and
 Sweet      President          207,402       4,588     202,814         *

Philip N.   Trustee and
 Tague      Executive
            Vice President     257,304       2,473     254,831        1.0

Robert J.   Executive Vice
 Chapman    President/
            Chief Financial
            Officer            165,861         828     165,033         *

Charles C.  Senior Vice
 Kraft      President and
            Treasurer/
            Principal
            Accounting
            Officer            101,576      11,333      90,243         *

Gregory A.  President
 O'Berry    AMLI Management
            Company             41,214       1,379      39,835         *






                                     3


<PAGE>


                             Number of  Number of   Number of
                              common     common       common     Percen-
                              shares     shares       shares      tage
                            held prior   offered       held      ownership
                              to the    using this  after the    after the
Name        Job Title        offering   prospectus   offering    offering
----        ---------       ----------  ----------  ----------  ----------

Stephen C.  Executive Vice
 Ross       President -
            Development         86,995       1,030      85,965         *

Steven L.   Executive Vice
 Small      President/ Chief
            Information
            Officer             19,529          87      19,442         *

   *  Less than 1%.



                     FEDERAL INCOME TAX CONSIDERATIONS

      The following is a summary of the federal income tax consequences to
us and our shareholders of our treatment as a REIT. Since these provisions
are highly technical and complex, each prospective purchaser of the common
shares is urged to consult his or her own tax advisor with respect to the
federal, state, local, foreign and other tax consequences of the purchase,
ownership and disposition of the common shares.

      Based upon certain of our representations, in the opinion of Mayer,
Brown, Rowe & Maw LLP, our counsel, beginning with our taxable year ended
December 31, 1994, we have been organized in conformity with the
requirements for qualification as a REIT under the Internal Revenue Code,
and our actual and proposed method of operation described in this
prospectus and as represented by management has enabled and will continue
to enable us to satisfy the requirements for qualification and taxation as
a REIT. This opinion is conditioned upon representations made by us as to
factual matters relating to our organization and intended or expected
manner of operation. In addition, this opinion is based on the law existing
and in effect on the date hereof. Our qualification and taxation as a REIT
will depend on our ability to meet on a continuing basis, through actual
operating results, asset composition, distribution levels and diversity of
share ownership, the various qualification tests imposed under the Internal
Revenue Code discussed below. Mayer, Brown, Rowe & Maw LLP will not review
compliance with these tests on a continuing basis. No assurance can be
given that we will satisfy these tests on a continuing basis.

      In brief, if certain detailed conditions imposed by the REIT
provisions of the Internal Revenue Code are met, entities like us that
invest primarily in real estate and that otherwise would be treated for
federal income tax purposes as corporations, are generally not taxed at the
corporate level on their "REIT taxable income" that is currently
distributed to shareholders. This treatment substantially eliminates the
"double taxation", at both the corporate and shareholder levels, that
generally results from the use of corporations. However, as discussed in
greater detail below, such an entity remains subject to tax in specified
circumstances even if it qualifies as a REIT.

      If we fail to qualify as a REIT in any year and are not otherwise
entitled to relief under the Internal Revenue Code, however, we will be
subject to federal income taxation as if we were a domestic corporation,
and our shareholders will be taxed in the same manner as shareholders of
ordinary corporations. In this event, we could be subject to potentially
significant tax liabilities, and therefore the amount of cash available for
distribution to our shareholders would be reduced or eliminated.




                                     4


<PAGE>


      Our board of trustees believes that we have been organized and
operated and currently intends that we will continue to operate in a manner
that permits us to qualify as a REIT. There can be no assurance, however,
that this expectation will be fulfilled, since qualification as a REIT
depends on our continuing to satisfy numerous asset, income, distribution
and shareholder diversification tests described below, which in turn will
be dependent in part on our operating results.

      The following summary is based on the Internal Revenue Code, its
legislative history, administrative pronouncements, judicial decisions and
Treasury regulations, subsequent changes to any of which may affect the tax
consequences described in this section, possibly on a retroactive basis.
The following summary is not exhaustive of all possible tax considerations
and does not give a detailed discussion of any state, local, or foreign tax
considerations, nor does it discuss all of the aspects of federal income
taxation that may be relevant to a prospective shareholder in light of his
or her particular circumstances or to various types of shareholders
(including insurance companies, tax-exempt entities, financial institutions
or broker-dealers, foreign corporations and persons who are not citizens or
residents of the United States) subject to special treatment under the
federal income tax laws.


TAXATION OF THE COMPANY

      GENERAL. In any year in which we qualify as a REIT, we will not, in
general, be subject to federal income tax on that portion of our REIT
taxable income or capital gain which is distributed to shareholders. We
may, however, be subject to tax at normal corporate rates upon any taxable
income or capital gain that is not distributed. To the extent that we elect
to retain and pay income tax on our net long-term capital gain,
shareholders are required to include their proportionate share of our
undistributed long-term capital gain in income but receive a credit for
their share of any taxes paid on the gain by us.

      Notwithstanding our qualification as a REIT, we may also be subject
to taxation in other circumstances. If we should fail to satisfy certain
REIT qualification tests, as discussed below, and nonetheless maintain our
qualification as a REIT because other requirements are met, we will be
subject to a tax as discussed below. We will also be subject to a tax of
100% on net income from any "prohibited transaction," as described below,
and if we have net income from the sale or other disposition of
"foreclosure property" which is held primarily for sale to customers in the
ordinary course of business or other non-qualifying income from foreclosure
property, we will be subject to tax on the income from foreclosure property
at the highest corporate rate. We will also be subject to a tax of 100% on
the amount of any rents from real property, deductions or excess interest
paid to us by any of our "taxable REIT subsidiaries" that would be reduced
through reapportionment under section 482 of the Internal Revenue Code in
order to more clearly reflect income of a taxable REIT subsidiary. A
taxable REIT subsidiary includes any corporation for which a joint election
has been made by a REIT and such corporation to treat the corporation as a
taxable REIT subsidiary with respect to the REIT. See "Other Tax
Considerations -- Investments in Taxable REIT Subsidiaries." In addition,
if we should fail to distribute during each calendar year at least the sum
of:

      .     85% of our REIT ordinary income for the year;

      .     95% of our REIT capital gain net income for the year, other
            than capital gains we elect to retain and pay tax on as
            described below; and

      .     Any undistributed taxable income from prior years,

we would be subject to a 4% excise tax on the excess of the required
distribution over the sum of (i) the amounts actually distributed, plus
(ii) retained amounts on which corporate level tax is paid by us.


                                     5


<PAGE>


      A REIT is permitted to designate in a notice mailed to shareholders
within 60 days of the end of the taxable year, or in a notice mailed with
our annual report for the taxable year the amount of undistributed net
long-term capital gains it received during the taxable year, which the
REIT's shareholders are to include in their taxable income as long-term
capital gains. Thus, if we made this designation, our shareholders would
include in their income as long-term capital gains their proportionate
share of the undistributed net capital gains as designated by us and we
would have to pay the tax on such gains within 30 days of the close of our
taxable year. Each of our shareholders would be deemed to have paid the
shareholder's share of the tax paid by us on such gains, which tax would be
credited or refunded to the shareholder. A shareholder would increase his
tax basis in his shares by the difference between the amount of income to
the holder resulting from the designation less the holder's credit or
refund for the tax we paid. We may also be subject to the corporate
"alternate minimum tax," as well as tax in various situations and on some
types of transactions not presently contemplated. We will use the calendar
year both for federal income tax purposes and for financial reporting
purposes.

      In order to qualify as a REIT, we must meet, among others, the
following requirements:

      SHARE OWNERSHIP TEST. Our shares must be held by a minimum of 100
persons for at least 335 days in each taxable year, or a proportional
number of days in any short taxable year. In addition, at all times during
the second half of each taxable year, no more than 50% in value of our
shares (taking into account options to acquire shares) may be owned,
directly or indirectly and by applying constructive ownership rules, by
five or fewer individuals, which for this purpose includes some tax-exempt
entities. Any shares held by a qualified domestic pension or other
retirement trust will be treated as held directly by its beneficiaries in
proportion to their actual interest in such trust rather than by such
trust. If we comply with the Treasury regulations for ascertaining our
actual ownership and did not know, or exercising reasonable diligence would
not have reason to know, that more than 50% in value of our outstanding
shares were held, actually or constructively, by five or fewer individuals,
then we will be treated as meeting such requirement.

      In order to ensure compliance with the share ownership tests, our
declaration of trust places restrictions on the transfer of our shares to
prevent additional concentration of ownership. For more information, see
"Description of Common Shares" in the prospectus. We intend to enforce the
5% limitation on ownership of our shares to assure that our qualification
as a REIT will not be compromised. Moreover, to evidence compliance with
these requirements, Treasury regulations require that we maintain records
which disclose the actual ownership of our outstanding shares of beneficial
interest. In fulfilling our obligations to maintain records, we must and
will demand written statements each year from the record holders of
designated percentages of shares disclosing the actual owners of the shares
as prescribed by Treasury regulations. A list of those persons failing or
refusing to comply with the demand must be maintained as a part of our
records. A shareholder failing or refusing to comply with our written
demand must submit with his or her tax returns a similar statement
disclosing the actual ownership of our shares and other information. Our
failure to comply with these record keeping requirements could subject us
to monetary penalties.

      ASSET TESTS.  At the close of each quarter of our taxable year, we
must satisfy several tests relating to the nature of our assets determined
in accordance with generally accepted accounting principles. Where we
invest in a partnership (such as AMLI, L.P.), limited liability company or
trust taxed as a partnership or as a disregarded entity, we will be deemed
to own a proportionate share of the partnership, limited liability company
or trust's assets. In addition, when we own 100% of a corporation that is
not a taxable REIT subsidiary, we will be deemed to own 100% of the
corporation's assets. First, at least 75% of the value of our total assets



                                     6


<PAGE>


must be represented by interests in real property, interests in mortgages
on real property, shares in other REITs, cash, cash items, government
securities and qualified temporary investments. Second, although the
remaining 25% of our assets generally may be invested without restriction,
we are prohibited from owning securities representing more than 10% of
either the vote or value of the outstanding securities of any issuer other
than a qualified REIT subsidiary, another REIT or a taxable REIT subsidiary
(the "10% vote and value test"). Further, no more than 20% of the value of
our total assets may be represented by securities of one or more taxable
REIT subsidiaries and no more than 5% of the value of our total assets may
be represented by securities of any non-government issuer other than a
qualified REIT subsidiary, another REIT or a taxable REIT subsidiary (the
"20% and 5% asset tests"). Certain securities will not cause a violation of
the 10% value test described above. Such securities include instruments
that constitute "straight debt," (including securities having certain
contingency features). A newly enacted restriction, however, precludes a
security from qualifying as "straight debt" where a REIT (or a controlled
taxable REIT subsidiary of the REIT) owns other securities of the issuer of
that security which do not qualify as straight debt, unless the value of
those other securities constitutes, in the aggregate, 1% or less of the
total value of that issuer's outstanding securities. In addition to
straight debt, certain other securities will not cause a violation of the
10% value test. Such securities include (a) any loan made to an individual
or an estate, (b) certain rental agreements in which one or more payments
are to be made in subsequent years (other than agreements between a REIT
and certain persons related to the REIT), (c) any obligation to pay rents
from real property, (d) securities issued by governmental entities that are
not dependent in whole or in part on the profits of (or payments made by) a
non-governmental entity, (e) any security issued by another REIT, and
(f) any debt instrument issued by a partnership if the partnership's income
is of a nature that it would satisfy the 75% gross income test described
below under "Gross Income Tests." In addition, in applying the 10% value
test, a debt security issued by a partnership is not taken into account to
the extent, if any, of the REIT's proportionate equity interest in that
partnership.

      We would not lose our REIT status for failing to satisfy the 5% asset
test or the 10% vote and value test in a quarter if the failure is due to
the ownership of assets the total value of which does not exceed the lesser
of (1) 1% of the total value of our assets at the end of the quarter for
which the measurement is done; or (2) $10 million, provided in either case
that we either dispose of the assets within six months after the last day
of the quarter in which we identify the failure (or such other time period
prescribed by the Treasury), or otherwise meet the requirements of those
rules by the end of the period.

      Additionally, if we fail to meet any of the asset test requirements
for a quarter and that failure exceeds the DE MINIMIS threshold described
above, we may still qualify as a REIT if we were entitled to relief
provisions under the Code. These relief provisions generally will be
available if:

      (1)   following our identification of the failure, we file a schedule
            with a description of each asset that caused the failure, in
            accordance with regulations prescribed by the Treasury
            Secretary;

      (2)   the failure was due to reasonable cause and not to willful
            neglect;

      (3)   we dispose of the assets within six months after the last day
            of the quarter in which the identification occurred or such
            other time period as prescribed by the Treasury Secretary (or
            the requirements of the rules are otherwise met within that
            period); and





                                     7


<PAGE>


      (4)   we pay a tax equal to the greater of (a) $50,000 or (b) the
            amount determined (pursuant to regulations prescribed by the
            Treasury Secretary) by multiplying the net income generated by
            the assets that caused the failure for the particular quarter
            by the highest applicable corporate tax rate.

      We currently have two taxable REIT Subsidiaries (AMLI Management
Company and AMLI Institutional Advisors, Inc.). We believe that the 10%
vote and value test and the 20% and 5% asset tests on the date hereof
should be satisfied. In rendering its opinion as to our qualification as a
REIT, Mayer, Brown, Rowe & Maw LLP is relying on our representations with
respect to the value of our shares and assets and our conclusion that we
satisfy each of the 10% vote and value test and the 20% and 5% asset tests.

      GROSS INCOME TESTS.  There are two separate percentage tests relating
to the sources of our gross income which must be satisfied for each taxable
year. For purposes of these tests, where we invest in a partnership (such
as AMLI, L.P.), limited liability company or trust taxed as a partnership
or as a disregarded entity, we will be treated as receiving our pro rata
share of the income and loss of the partnership or disregarded entity, and
the gross income of the partnership or disregarded entity will retain the
same character in our hands as it has in the hands of the partnership. In
addition, when we own 100% of a corporation that is not a taxable REIT
subsidiary, the corporation is treated as a disregarded entity and the same
rule applies.

      1.    THE 75% TEST.  At least 75% of our gross income for the taxable
year must be "qualifying income." Qualifying income generally includes:

      .     rents from real property, except as modified below;

      .     interest on obligations collateralized by mortgages on, or
            interests in, real property;

      .     gains from the sale or other disposition of "non-dealer
            property," which means interests in real property and real
            estate mortgages, other than gain from property held primarily
            for sale to customers in the ordinary course of our trade or
            business;

      .     dividends or other distributions on shares in other REITs, as
            well as gain from the sale of REIT shares;

      .     abatements and refunds of real property taxes;

      .     income from the operation, and gain from the sale, of
            "foreclosure property," which means property acquired at or in
            lieu of a foreclosure of the mortgage collateralized by the
            property;

      .     commitment fees received for agreeing to make loans
            collateralized by mortgages on real property or to purchase or
            lease real property; and

      .     certain qualified temporary investment income attributable to
            the investment of new capital received by us in exchange for
            our shares during the one-year period following the receipt of
            the capital.












                                     8


<PAGE>


Rents received by AMLI, L.P. from a tenant will not qualify as rents from
real property in satisfying the 75% gross income test described above, or
the 95% gross income test described below, if we, or a 10% owner of us,
directly or constructively owns 10% or more of the tenant, unless the
tenant is one of our taxable REIT subsidiaries and certain other
requirements are met. In addition, if rent attributable to personal
property leased in connection with a lease of real property is greater than
15% of the total rent received under the lease, then the portion of rent
attributable to the personal property will not qualify as rents from real
property. Moreover, an amount received or accrued will not qualify as rents
from real property or as interest income for purposes of the 75% and 95%
gross income tests if it is based in whole or in part on the income or
profits of any person, although an amount received or accrued generally
will not be excluded from "rents from real property" solely by reason of
being based on a fixed percentage or percentages of receipts or sales.
Finally, for rents received to qualify as rent from real property, we
generally must not operate or manage the property or furnish or render
services to residents, other than through a taxable REIT subsidiary or an
"independent contractor" from whom we derive no income, except that we may
provide services that are "usually or customarily rendered" in connection
with the rental of multifamily units for occupancy only, or are not
otherwise considered "rendered to the occupant for his convenience." A REIT
is permitted to render a de minimis amount of impermissible services to
tenants, or in connection with the management of property, and still treat
amounts received with respect to that property as rent from real property.
The amount received or accrued by the REIT during the taxable year for the
impermissible services with respect to a property may not exceed one
percent of all amounts received or accrued by the REIT directly or
indirectly from the property. The amount received for any service or
management operation for this purpose shall be deemed to be not less than
150% of the direct cost of the REIT in furnishing or rendering the service
or providing the management or operation.

      2.    THE 95% TEST.  In addition to deriving 75% of our gross income
from the sources listed above, at least 95% of our gross income for the
taxable year must be derived from the above-described qualifying income, or
from dividends, interest or gains from the sale or disposition of shares or
other securities that are not dealer property. Dividends, other than on
REIT shares, and interest on any obligations not collateralized by an
interest in real property are included for purposes of the 95% test, but
not for purposes of the 75% test.

      We believe that, for purposes of both the 75% and the 95% gross
income tests, our investment in the communities and the co-investment
communities through AMLI, L.P. will, in major part, give rise to qualifying
income in the form of rents from real property, and that gains on the sales
of the communities and the co-investment communities, or our interest in
AMLI, L.P., generally will also constitute qualifying income.

      AMLI Management Company receives and anticipates continuing to
receive fee income in consideration of the performance of property
management and other services with respect to properties not owned by us or
AMLI, L.P. and receives and anticipates continuing to receive fee income in
consideration of the performance of general contracting and construction
management services. AMLI Institutional Advisors receives and anticipates
continuing to receive fee income for providing investment advisory
services. Substantially all the income derived by us from these service
companies will be in the form of dividends and interest on the securities
of each of the service companies owned by AMLI, L.P. The dividends and
interest income will satisfy the 95% gross income test, but not the 75%
gross income test, as discussed above.









                                     9


<PAGE>


      For purposes of determining whether we comply with the 75% and 95%
income tests, gross income does not include income from prohibited
transactions. A "prohibited transaction" is a sale of dealer property,
excluding foreclosure property, unless the property is held by us for at
least four years and certain other requirements relating to the number of
properties sold in a year, their tax bases, and the cost of improvements
made thereto are satisfied. For more information, see "Taxation of the
Company -- General." In addition, for purposes of determining whether we
comply with the 95% income test, but not the 75% income test, gross income
does not include payments to us with respect to certain hedging
transactions, and any gain from the sale or other disposition of these
instruments.

      Even if we failed to satisfy one or both of the 75% or 95% gross
income tests for any taxable year, we may still qualify as a REIT for such
year if we are entitled to relief under provisions of the Internal Revenue
Code. These relief provisions generally will be available if:

      .     following our identification of the failure, we file a schedule
            with a description of each item of gross income that caused the
            failure in accordance with regulations prescribed by the
            Treasury Secretary; and

      .     the failure to comply was due to reasonable cause and not due
            to willful neglect.

      ANNUAL DISTRIBUTION REQUIREMENTS.  In order to qualify as a REIT, we
are required to make distributions, other than capital gain dividends, to
our shareholders each year in an amount at least equal to

      .     90% of our REIT taxable income, computed without regard to the
            dividends paid deduction and REIT net capital gain, plus

      .     90% of our net income after tax, if any, from foreclosure
            property, minus

      .     the sum of some items of excess non-cash income.

      These distributions must be paid in the taxable year to which they
relate, or in the following taxable year if declared before we timely file
our tax return for the year and if paid on or before the first regular
dividend payment after that declaration. To the extent that we do not
distribute all of our net capital gain or distribute at least 90% but less
than 100%, of our REIT taxable income, as adjusted, we will be subject to
tax on the undistributed amount at regular capital gains or ordinary
corporate tax rates, as the case may be.

      We intend to make timely distributions sufficient to satisfy the
annual distribution requirements. It is possible that we may not have
sufficient cash or other liquid assets to meet the 90% distribution
requirement, due to timing differences between the actual receipt of income
and actual payment of expenses on the one hand, and the inclusion of such
income and deduction of such expenses in computing our REIT taxable income
on the other hand. To avoid any problem with the 90% distribution
requirement, we will closely monitor the relationship between our REIT
taxable income and cash flow and, if necessary, we intend to borrow funds
in order to satisfy the distribution requirement. However, there can be no
assurance that such borrowing would be available at that time.

      Distributions must generally be made during the taxable year to which
they relate. Dividends may be paid in the following year in two
circumstances. First, dividends may be declared in the following year if
the dividends are declared before we timely file our tax return for the
year and if made before the first regular dividend payment made after the
declaration. Second, if we declare a dividend in October, November, or
December of any year with a record date in one of these months and pay the
dividend on or before January 31 of the following year, we will be treated
as having paid the dividend on December 31 of the year in which the
dividend was declared.

                                    10


<PAGE>


      If we fail to meet the 90% distribution requirement as a result of an
adjustment to our tax return by the Internal Revenue Service, we may
retroactively cure the failure by paying a "deficiency dividend," plus
applicable penalties and interest, within a specified period.

      FAILURE TO QUALIFY.  If we fail to qualify for taxation as a REIT in
any taxable year and relief provisions do not apply, we will be subject to
tax, including applicable alternative minimum tax, on our taxable income at
regular corporate rates. Distributions to shareholders in any year in which
we fail to qualify as a REIT will not be deductible by us, nor generally
will they be required to be made under the Internal Revenue Code. In that
event, to the extent of current and accumulated earnings and profits, all
distributions to shareholders will be taxable as ordinary income, and
subject to limitations in the Internal Revenue Code, corporate distributees
may be eligible for the dividends-received deduction. Unless entitled to
relief under specific statutory provisions, we also will be disqualified
from reelecting taxation as a REIT for the four taxable years following the
year during which qualification was lost.

      In addition to the relief provisions described above, relief
generally will be available if:

      .     the failure to qualify was due to reasonable cause and not due
            to willful neglect; and

      .     we pay, in accordance with regulations prescribed by the
            Treasury Secretary and in the same manner as tax, a penalty of
            $50,000 for each failure due to reasonable cause and not due to
            willful neglect.

      TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS.  As long as we qualify as
a REIT, distributions made to our taxable domestic shareholders out of
current or accumulated earnings and profits, and not designated as capital
gain dividends, will be taken into account by them as ordinary income and
will not be eligible for the dividends-received deduction for corporations.
With limited exceptions, dividends received from REITs are not eligible for
taxation at the preferential income tax rates for qualified dividends
received by individuals from taxable C corporations. Distributions and
undistributed amounts that are designated as capital gain dividends will be
taxed as long-term capital gains, to the extent they do not exceed our
actual net capital gain for the taxable year, without regard to the period
for which the shareholder has held its shares. However, corporate
shareholders may be required to treat up to 20% of some capital gain
dividends as ordinary income. To the extent that we make distributions in
excess of current and accumulated earnings and profits, these distributions
are treated first as a tax-free return of capital to the shareholder,
reducing the tax basis of a shareholder's shares by the amount of the
distribution, but not below zero, with distributions in excess of the
shareholder's tax basis taxable as capital gains, if the shares are held as
a capital asset. In addition, any dividend declared by us in October,
November or December of any year and payable to a shareholder of record on
a specific date in those months shall be treated as both paid by us and
received by the shareholder on December 31 of that year, provided that the
dividend is actually paid by us during January of the following calendar
year. Shareholders may not include in their individual income tax returns
any of our net operating losses or capital losses. Federal income tax rules
may also require that minimum tax adjustments and preferences be
apportioned to our shareholders.

      In general, any loss upon a sale or exchange of our shares by a
shareholder who has held the shares for six months or less, after applying
holding period rules, will be treated as a long-term capital loss, to the
extent of distributions from us that were required to be treated by the
shareholder as long-term capital gains.






                                    11


<PAGE>


      Gain from the sale or exchange of shares held for more than one year
is taxed at a maximum capital gain rate of 15% (until 2009 and then 20% to
the extent there is no future Congressional action). Pursuant to Internal
Revenue Service guidance, we may classify portions of our capital gain
dividends as gains eligible for the 15% capital gains rate or as
unrecaptured Internal Revenue Code section 1250 gain taxable at a maximum
rate of 25%.

      Shareholders should consult their own tax advisor with respect to
taxation of capital gains and capital gain dividends and with regard to
state, local and foreign taxes on capital gains.

      BACKUP WITHHOLDING.  We will report to our domestic shareholders and
to the Internal Revenue Service the amount of distributions paid during
each calendar year, and the amount of applicable tax withheld, if any.
Under the backup withholding rules, a shareholder may be subject to backup
withholding at applicable rates with respect to distributions paid unless
the shareholder is a corporation or comes within other exempt categories
and, when required, demonstrates this fact or provides a taxpayer
identification number, certifies as to no loss of exemption from backup
withholding, and otherwise complies with applicable requirements of the
backup withholding rules. A shareholder that does not provide us with its
correct taxpayer identification number may also be subject to penalties
imposed by the Internal Revenue Service. Any amount paid as backup
withholding will be credited against the shareholder's income tax
liability. In addition, we may be required to withhold a portion of capital
gain distributions made to any shareholders who fail to certify their non-
foreign status to us.


OTHER TAX CONSIDERATIONS

      INVESTMENTS IN TAXABLE REIT SUBSIDIARIES

      Taxable REIT subsidiaries are subject to full corporate level
taxation on their earnings, but are permitted to engage in certain types of
activities which cannot be performed directly by REITs without jeopardizing
their REIT status. Taxable REIT subsidiaries are subject to limitations on
the deductibility of payments made to the associated REIT which could
materially increase the taxable income of the taxable REIT subsidiary and
are subject to prohibited transaction taxes on certain other payments made
to the associated REIT. We will be subject to a tax of 100% on the amount
of any rents from real property, deductions or excess interest paid by any
of our taxable REIT subsidiaries to us that would be reduced through
reapportionment under Internal Revenue Code section 482 in order to more
clearly reflect income of any taxable REIT subsidiary.

      Under the taxable REIT subsidiary provisions, any entity in which we
own an interest that is treated as a corporation for tax purposes is
allowed with us to jointly elect to be treated as a "taxable REIT
subsidiary." In addition, if one of our taxable REIT subsidiaries owns,
directly or indirectly, securities representing 35% or more of the vote or
value of an entity treated as a corporation for tax purposes, that
subsidiary will also be treated as our taxable REIT subsidiary.

      Both AMLI Management Company and AMLI Institutional Advisors are
treated as taxable REIT subsidiaries. Each entity will pay federal and
state income taxes at the full applicable corporate rates on its income
prior to payment of any dividends. Each of the companies will attempt to
minimize the amount of the taxes, but there can be no assurance whether or
to the extent to which measures taken to minimize taxes will be successful.

      STATE AND LOCAL TAXES.  We and our shareholders may be subject to
state or local taxation in various jurisdictions, including those in which
it or they transact business or reside. The state and local tax treatment
of us and our shareholders may not conform to the federal income tax
consequences discussed above. Consequently, you should consult your own tax
advisor regarding the effect of state and local tax laws on an investment
in our common shares.

                                    12


<PAGE>


      You are advised to consult this prospectus, as well as your tax
advisor regarding the specific tax consequences to you of the purchase,
ownership and sale of the securities described in this prospectus,
including the federal, state, local, foreign, and other tax consequences of
the purchase, ownership, sale and election and of potential changes in
applicable tax laws.


      TAXATION OF FOREIGN SHAREHOLDERS

      Distributions of cash generated by our real estate operations, but
not by the sale or exchange of our properties, that are paid to foreign
persons generally will be subject to U.S. withholding tax at a rate of 30%,
unless an applicable tax treaty reduces that tax and the foreign
shareholder files an Internal Revenue Service Form W-8BEN with us or unless
the foreign shareholder files an Internal Revenue Service Form W-8ECI with
us claiming that the distribution is "effectively connected" income. Under
applicable Treasury regulations, foreign shareholders generally have to
provide the Internal Revenue Service Form W-8ECI or Form W-8BEN beginning
January 1, 2000 and every three years thereafter unless the information on
the form changes before that date. A foreign shareholder may seek a refund
from the Internal Revenue Service if it is subsequently determined that a
distribution was in excess of our current and accumulated earnings and
profits.

      Distributions of proceeds attributable to the sale or exchange by us
of our U.S. real property interests are taxed in the same manner as
distributions of cash generated by our real estate operations if (i) the
distribution is received with regard to a class of our stock that is
regularly traded on an established securities market located in the United
States and (ii) the recipient is a foreign stockholder that does not own
more than 5% of the class of stock at any time during the year within which
the distribution is received. If the previous two requirements are not met
with respect to a capital distribution (a "Non-Qualifying Capital Gain
Dividends"), such Non-Qualifying Capital Gain Dividends are subject to
income and withholding taxes pursuant to the Foreign Investment in Real
Property Tax Act of 1980, which we refer to as FIRPTA. Under FIRPTA, Non-
Qualifying Capital Gain Dividends are considered effectively connected with
a U.S. trade or business of the foreign shareholder and are taxed at the
normal graduated rates applicable to U.S. shareholders (requiring the
foreign shareholder to file a U.S. tax return). Moreover, Non-Qualifying
Capital Gain Dividends may be subject to branch profits tax in the hands of
a shareholder that is a foreign corporation if it is not entitled to treaty
relief or exemption. We are required by applicable Treasury regulations to
withhold 35% of any Non-Qualifying Capital Gain Dividend to a foreign
person that could be designated by us as a capital gain dividend; this
amount is creditable against the foreign shareholder's FIRPTA tax
liability.

      We will qualify as a "domestically controlled real estate investment
trust" so long as less than 50% in value of our shares are held by foreign
persons, for example, nonresident aliens and foreign corporations,
partnerships, trust and estates. It is currently anticipated that we will
qualify as a domestically controlled real estate investment trust. Under
these circumstances, gain from the sale of the shares by a foreign person
should not be subject to U.S. taxation, unless such gain is effectively
connected with the person's U.S. business or, in the case of an individual
foreign person, such person is present within the U.S. for 183 days or more
in such taxable year.

      The federal income taxation of foreign shareholders is a highly
complex matter that may be affected by many other considerations.
Accordingly, our foreign investors are particularly urged to consult their
own tax advisors regarding the income and withholding tax considerations
with respect to their investment in us.





                                    13


<PAGE>


                       DESCRIPTION OF COMMON SHARES

GENERAL

      Our declaration of trust authorizes us to issue up to
150,000,000 shares of beneficial interest, par value $0.01 per share,
consisting of common shares, preferred shares and any other types or
classes of shares of beneficial interest as our board of trustees may
create and authorize from time to time. Our board of trustees may classify
or reclassify any of our unissued shares into other classes or series of
shares without shareholder consent. At June 1, 2005, 25,615,956 common
shares of beneficial interest were issued and outstanding and held of
record by approximately 255 shareholders. At June 1, 2005, 3,125,000
Series B cumulative convertible redeemable preferred shares, and 800,000
Series D cumulative convertible redeemable preferred shares were issued and
outstanding.

      The following description of certain general terms and provisions of
the common shares is not complete and you should refer to our declaration
of trust and bylaws for more information.

      The outstanding common shares are fully paid and, except as described
below under "-- Shareholder Liability," non-assessable. Each common share
entitles the holder to one vote on all matters requiring a vote of
shareholders, including the election of trustees. Holders of common shares
do not have the right to cumulate their votes in the election of trustees,
which means that the holders of a majority of the outstanding common shares
can elect all of the trustees then standing for election.

      Holders of common shares are entitled to those distributions that our
board of trustees may declare from time to time out of funds legally
available for the payment of distributions. Holders of common shares have
no conversion, redemption, preemptive or exchange rights to subscribe to
any of our securities. If there is a liquidation, dissolution or winding up
of our affairs, the holders of the common shares are entitled to share
equally in our assets remaining after we pay, or set aside assets to pay,
all liabilities to our creditors and subject to the rights of the holders
of our preferred shares.


PURCHASE RIGHTS

      On November 2, 1998, our board of trustees declared a dividend of one
preferred share purchase right for each common share outstanding, which was
made to holders of common shares of record at the close of business on
November 13, 1998. The holders of any additional common shares issued after
that date and before the redemption or expiration of the preferred share
purchase rights also receive one preferred share purchase right for each
additional common share issued. Each preferred share purchase right
entitles the holder under certain circumstances to purchase from us one
one-thousandth of a share of a series of participating preferred shares,
par value $0.01 per share, at a price of $70.00 per one one-thousandth of a
participating preferred share. We will adjust that price from time to time
to prevent dilution. Preferred share purchase rights will be exercisable
if:

      .     a person or group of persons acquires 15% or more of the
            outstanding common shares, or files a document with a
            governmental agency indicating an intention to acquire 15% or
            more of the outstanding common shares, or

      .     a person or group of persons announces a tender offer or
            exchange offer for 15% or more of the outstanding common
            shares.






                                    14


<PAGE>


      Under specified circumstances, each preferred share purchase right
will entitle the holder to purchase, at the preferred share purchase
right's then current exercise price, a number of common shares having a
market value at the time equal to twice the preferred share purchase
right's exercise price. If any person or group acquires us in a merger or
other business transaction, each holder will have the right to purchase, at
the preferred share purchase right's then current exercise price, a number
of the acquiring company's common shares having a market value at the time
equal to twice the preferred share purchase right's exercise price. The
preferred share purchase rights will expire on November 2, 2008 and we may
redeem them in whole, but not in part, at a price of $0.01 per preferred
share purchase right payable in cash, our shares or any other form of
consideration determined by our board of trustees.

      The preferred share purchase rights have certain anti-takeover
effects. The preferred share purchase rights will cause substantial
dilution to a person or group that attempts to acquire us on terms not
approved by our board of trustees. The preferred share purchase rights
should not interfere with any merger or other business combination approved
by our board of trustees because the preferred share purchase rights may be
redeemed by us at the redemption price prior to the time that a person or
group has acquired 15% or more of our outstanding common shares.


TRANSFER AGENT

      The transfer agent and registrar for the common shares is EquiServe
Trust Company, N.A. The common shares are listed on the New York Stock
Exchange under the symbol "AML."


RESTRICTIONS ON SIZE OF HOLDINGS OF SHARES

      For us to qualify as a REIT under the Internal Revenue Code of 1986,
no more than 50% in value of our shares, after taking into account options
to acquire shares, may be owned, directly or indirectly, by five or fewer
individuals during the last half of each taxable year or during a
proportionate part of any short taxable year. "Individuals" are defined in
the Internal Revenue Code to include certain entities and constructive
ownership among specified family members. Our shares must also be
beneficially owned by 100 or more persons during at least 335 days of each
taxable year or during a proportionate part of any short taxable year.

      Our declaration of trust prohibits any shareholder from owning, or
being deemed to own by virtue of the attribution provisions of the Internal
Revenue Code, more than 5% in number of shares or value of our outstanding
shares. Our board of trustees, upon receipt of a ruling from the Internal
Revenue Service or an opinion of counsel or other evidence satisfactory to
our board of trustees and on any other conditions as our board of trustees
may direct, may exempt a proposed transferee from the ownership limit. The
proposed transferee must give written notice to us of the proposed transfer
at least 15 days prior to any transfer which, if consummated, would result
in the proposed transferee owning our shares in excess of the ownership
limit. Our board of trustees may require any opinions of counsel,
affidavits, undertakings or agreements that it believes are necessary or
advisable in order to determine or ensure our status as a REIT. Any
transfer of our shares that would:

      .     create a direct or indirect ownership of shares in excess of
            the ownership limit;

      .     result in our shares being beneficially owned by fewer than 100
            persons, determined without reference to any rules of
            attribution, as provided in Section 856(a) of the Internal
            Revenue Code; or





                                    15


<PAGE>


      .     result in us being "closely held" within the meaning of
            Section 856(h) of the Internal Revenue Code, will not have any
            effect, and the intended transferee will acquire no rights to
            the shares. These restrictions on transferability and ownership
            will not apply if our board of trustees determines, and our
            shareholders approve that determination, that it is no longer
            in the best interests of us to attempt to qualify, or to
            continue to qualify, as a REIT.

      Our declaration of trust excludes from these ownership restrictions
some of the investors and their transferees who received our shares, or
units in AMLI, L.P., in exchange for apartment communities in connection
with our formation. Our board of trustees by resolution has excluded from
the ownership restrictions UICI, a Delaware corporation, and Gregory T.
Mutz to the extent that:

      .     UICI individually beneficially owns 29.9% or less of our
            outstanding shares,

      .     Mr. Mutz individually beneficially owns 24.9% or less of our
            outstanding shares, and

      .     UICI and Mr. Mutz collectively beneficially own 34.9% or less
            of our outstanding shares as a group.

      If there is any purported transfer of our shares which would result
in a person owning our shares in excess of the ownership limit, except as
permitted above, or would cause us to become "closely held" under
Section 856(h) of the Internal Revenue Code, those shares will constitute
"excess shares." These excess shares will be transferred pursuant to our
declaration of trust to us as the trustee of a trust for the benefit of the
person or persons to whom the excess shares are ultimately transferred,
until the excess shares are transferred to a person whose ownership will
not violate the restrictions on ownership. While held in trust, the excess
shares will not be entitled to vote or to share in any dividends or other
distributions. Subject to the ownership limit, the trustee will transfer
the excess shares at the direction of the purported transferee to any
person if the excess shares would not be excess shares in the hands of that
person. The purported transferee will receive the lesser of:

      .     the price paid by the purported transferee for the excess
            shares or, if no consideration was paid, the fair market value
            of the excess shares on the day of the event which caused the
            excess shares to be held in trust; or

      .     the price received from the sale or other disposition of the
            excess shares.

      Any amount received by the purported transferee in excess of that
price will be paid to us. In addition, we will have the right to purchase
the excess shares held in trust for a 90-day period at a purchase price
equal to the lesser of:

      .     the price paid by the purported transferee for the excess
            shares or, if no consideration was paid, the fair market value
            of the excess shares on the day of purchase by us; or

      .     the fair market value of the excess shares on the date we elect
            to purchase them.

      Fair market value, for these purposes, means the last reported sales
price on the New York Stock Exchange on the trading day immediately
preceding the relevant date, or if those shares are not then traded on the
New York Stock Exchange, the last reported sales price on the trading day
immediately preceding the relevant date as reported on any exchange or
quotation system on which those shares are then traded. If the shares are
not then traded on any exchange or quotation system, the fair market value
will be the market price on the relevant date as determined in good faith
by our board of trustees.

                                    16


<PAGE>


      From and after the purported transfer to the purported transferee of
the excess shares, the purported transferee will cease to be entitled to
distributions, voting rights and other benefits with respect to the excess
shares except the right to payment on the transfer of the excess shares as
described above. If the purported transferee receives any distributions on
excess shares prior to our discovery that those excess shares have been
transferred in violation of the provisions of our declaration of trust, the
purported transferee must repay those distributions to us upon demand.

      If the restrictions on transferability and ownership are determined
to be void, invalid or unenforceable by any court of competent
jurisdiction, then we may treat the purported transferee of any excess
shares to have acted as our agent in acquiring those excess shares and to
hold those excess shares on our behalf.

      All certificates evidencing shares will bear a legend referring to
the restrictions described above.

      All persons who own, directly or by virtue of the attribution
provisions of the Internal Revenue Code, more than 5%, or any other
percentage between 0.5% and 5%, as provided in the rules and regulations of
the Internal Revenue Code, of the number or value of our outstanding shares
must give a written notice containing certain information to us by
January 31 of each year. In addition, each shareholder is upon demand
required to disclose to us in writing information with respect to its
direct, indirect and constructive ownership of our shares as our board of
trustees deems reasonably necessary to comply with the provisions of the
Internal Revenue Code applicable to a REIT, to determine our status as a
REIT, to comply with the requirements of any taxing authority or
governmental agency or to determine any such compliance.

      The restrictions on share ownership in our declaration of trust are
designed to protect our REIT status. The restrictions could have the effect
of discouraging a takeover or other transaction in which holders of some,
or a majority, of the common shares might receive a premium for their
shares over the then prevailing market price or which the holders might
believe to be otherwise in their best interest.


INDEMNIFICATION OF TRUSTEES AND OFFICERS

      As permitted by Maryland law, our declaration of trust provides that
our trustees or officers will not be liable for money damages to us or our
shareholders for any act or omission in the performance of his or her
duties, except to the extent that

      .     the person actually received an improper benefit, or

      .     the person's action or failure to act was the result of active
            and deliberate dishonesty and was material to the cause of
            action adjudicated.

      Our officers and trustees are and will be indemnified under our
declaration of trust or bylaws and the partnership agreement of AMLI, L.P.
against certain liabilities. Our declaration of trust or our bylaws require
us to indemnify our trustees and officers against claims and liabilities
and reasonable expenses actually incurred by them in connection with any
claim or liability by reason of their services in those or other capacities
unless it is established that:

      .     the act or omission of the trustee or officer was material to
            the matter giving rise to the proceeding and was committed in
            bad faith or was the result of active and deliberate
            dishonesty;

      .     the trustee or officer actually received an improper personal
            benefit; or



                                    17


<PAGE>


      .     in the case of any criminal proceeding, the trustee had
            reasonable cause to believe that the act or omission was
            unlawful.

      However, we may not indemnify for an adverse judgment in a suit by or
in our right, or for a judgment that a personal benefit was improperly
received, except that we may indemnify for expenses if so ordered by a
court of competent jurisdiction. As permitted by Maryland law, our
declaration of trust or bylaws allow us to advance reasonable expenses to a
trustee or officer upon our receipt of

      .     a written affirmation by the trustee or officer of his or her
            good faith belief that he or she has met the standard of
            conduct necessary for indemnification by us, and

      .     a written undertaking by him or her to repay the amount paid or
            reimbursed by us if it is ultimately determined that the
            trustee or officer did not meet the standard of conduct.

      Additionally, we have entered into indemnification agreements with
our officers and trustees providing substantially the same scope of
coverage afforded by the provisions in our declaration of trust.

      The partnership agreement of AMLI, L.P. also provides for
indemnification of us and our officers and trustees to the same extent
indemnification is provided to our officers and trustees in our declaration
of trust. In addition, the partnership agreement of AMLI, L.P. limits our
liability to AMLI, L.P. and its partners to the same extent the liability
of our officers and trustees to us and our shareholders is limited under
our declaration of trust.


SHAREHOLDER LIABILITY

      Both the Maryland statutory law governing REITs and our declaration
of trust provide that shareholders shall not be personally or individually
liable for any debt, act, omission or obligation of ours or our board of
trustees. Our declaration of trust further provides that we shall indemnify
and hold each shareholder harmless from all claims and liabilities to which
the shareholder may become subject by reason of his or her being or having
been a shareholder. We shall reimburse each shareholder for all legal and
other expenses reasonably incurred by the shareholder in connection with
any such claim or liability, provided that the claim or liability did not
arise from the shareholder's bad faith, willful misconduct or gross
negligence, and the shareholder gives us prompt notice of the claim or
liability and permits us to conduct the defense of the claim or liability.

      In addition, our policy is to include a clause in our contracts,
including the partnership agreement of AMLI, L.P., providing that
shareholders assume no personal liability for obligations entered into on
behalf of us. Nevertheless, with respect to tort claims, contractual claims
where shareholder liability is not so negated, claims for taxes and some
statutory liabilities, the shareholders may, in some jurisdictions, be
personally liable to the extent that those claims are not satisfied by us.
Inasmuch as we carry public liability insurance which we consider adequate,
any risk of personal liability to shareholders is limited to situations in
which our assets plus our insurance coverage would be insufficient to
satisfy the claims against us and our shareholders.












                                    18


<PAGE>


                 DESCRIPTION OF PROVISIONS OF MARYLAND LAW
                AND OF OUR DECLARATION OF TRUST AND BYLAWS

      The following description of some general provisions of Maryland law
and of our declaration of trust and bylaws is not complete and you should
refer to Maryland law, our declaration of trust and our bylaws for more
information.

BOARD OF TRUSTEES

      Our declaration of trust provides that our board of trustees will
have not less than three nor more than fifteen trustees, as determined from
time to time by our board of trustees. Our declaration of trust further
provides that a majority of our trustees must be "disinterested trustees."
Disinterested trustees are persons who are not affiliated with AMLI Realty
Co., which is a subsidiary of UICI, a publicly traded company listed on the
New York Stock Exchange, and its affiliates and successors. The trustees
are divided into three classes. Each trustee will hold office for three
years and until his or her successor is duly elected and qualifies. At each
annual meeting of shareholders, the successors to the class of trustees
whose term expires at that meeting will be elected to hold office for three
years.

      A majority of the trustees then in office, even if less than a
quorum, may fill vacancies on our board of trustees, except that a vacancy
resulting from an increase in the number of trustees will be filled by a
majority of the entire board of trustees. In the event that a majority of
our board of trustees are not disinterested trustees upon a vacancy, the
remaining disinterested trustees, or, if there are no disinterested
trustees, the remaining members of our board of trustees, must promptly
appoint that number of disinterested trustees necessary to cause the board
to include a majority of disinterested trustees. Any trustees so appointed
by the trustees then in office will hold office until the next annual
meeting of shareholders.

      The classified board provision may have the effect of making it more
difficult for a third party to acquire control of us without the consent of
our board of trustees, even if a change in control would be beneficial to
us and our shareholders.


BUSINESS COMBINATIONS

      Under Maryland law, certain "business combinations," including a
merger, consolidation, share exchange, or, in certain circumstances, an
asset transfer or issuance or reclassification of equity securities,
between a Maryland REIT and an "interested shareholder" or an affiliate of
an interested shareholder are prohibited for five years after the most
recent date on which the interested shareholder became an interested
shareholder. After the five-year period, these business combinations must
be recommended by the board of trustees of the REIT and approved by at
least 80% of the votes entitled to be cast by shareholders of the REIT,
including at least two-thirds of the votes entitled to be cast by
shareholders other than the interested shareholder with whom the business
combination is to be effected, unless, among other things, the REIT's
common shareholders receive a minimum price (as defined under Maryland law)
for their shares and they receive the consideration in cash or in the same
form as previously paid by the interested shareholder for its shares. An
"interested shareholder" is a person who either beneficially owns 10% or
more of the voting power of the REIT's outstanding shares or is an
affiliate of the REIT and, at any time during the prior two years,
beneficially owned 10% or more of the voting power of the REIT's then
outstanding shares. A person is not an interested shareholder if the board
of trustees approved in advance the transaction by which the shareholder
otherwise would have become an interested shareholder. These provisions of
Maryland law do not apply, however, to business combinations which are
approved or exempted by the board of trustees of the REIT prior to the time
that the interested shareholder becomes an interested shareholder.


                                    19


<PAGE>


      Our declaration of trust exempts any business combination with
Gregory T. Mutz, Baldwin & Lyons, Inc., an Indiana corporation, AMLI Realty
Co., which is a subsidiary of UICI, a publicly traded company listed on the
New York Stock Exchange, and their affiliates and successors from these
provisions of Maryland law.


CONTROL SHARE ACQUISITIONS

      Maryland law provides that "control shares" of a Maryland REIT
acquired in a "control share acquisition" have no voting rights except to
the extent approved by a vote of two-thirds of the votes entitled to be
cast by shareholders other than the acquirer or officers or trustees who
are employees of the REIT. "Control shares" are voting shares which, if
aggregated with all other voting shares previously acquired by the acquirer
or in respect of which the acquirer is able to exercise voting power, would
entitle the acquirer to exercise voting power in electing trustees within
one of the following ranges of voting power: (i) one-tenth or more but less
than one-third, (ii) one-third or more but less than a majority or (iii) a
majority or more of all voting power. Control shares do not include shares
the acquiring person is then entitled to vote as a result of having
previously obtained shareholder approval. A "control share acquisition"
means the acquisition of control shares, subject to specified exceptions.

      A person who has made or proposes to make a control share
acquisition, upon satisfaction of certain conditions, including an
undertaking to pay expenses, may compel the board of trustees of the REIT
to call a special meeting of shareholders to be held within 50 days of
demand to consider voting rights for the shares. If no request for a
meeting is made, the REIT may itself present the question at any
shareholders' meeting.

      If the shareholders do not approve voting rights at the meeting or if
the acquiring person does not deliver an acquiring person statement as
required by Maryland law, then, subject to certain conditions and
limitations, the REIT may redeem any or all of the control shares, except
those for which voting rights have previously been approved, for fair
market value. Fair market value will be determined without regard to the
absence of voting rights for the control shares as of the date of the last
control share acquisition by the acquirer or of any meeting of shareholders
at which the voting rights of those shares were considered and not
approved. If the shareholders approve voting rights for control shares and
the acquirer becomes entitled to exercise a majority of the voting power in
electing trustees, all other shareholders may exercise appraisal rights.
The fair value of the shares for purposes of the appraisal rights may not
be less than the highest price per share paid by the acquirer for the
control shares.

      The control share acquisition law does not apply to shares acquired
in a merger, consolidation or share exchange if the REIT is a party to the
transaction, or to acquisitions approved or exempted by the declaration of
trust or bylaws of the REIT. Our declaration of trust exempts Gregory T.
Mutz, Baldwin & Lyons, AMLI Realty Co., which is a subsidiary of UICI, a
publicly traded company listed on the New York Stock Exchange, and their
affiliates and successors from these provisions of Maryland law. In
February 2003, our bylaws were amended to exclude us from the application
of the control share acquisition provisions of Maryland law.


AMENDMENTS TO OUR DECLARATION OF TRUST; MERGER

      Maryland law requires the shareholder of a REIT to approve any
amendment to its declaration of trust, with some exceptions. As permitted
by Maryland law, our declaration of trust permits our board of trustees, by
a two-thirds vote, to amend our declaration of trust to enable us to
qualify as a REIT. A majority of the votes entitled to be cast by
shareholders must approve any other amendment to our declaration of trust.



                                    20


<PAGE>


      Subject to the provisions of any class or series of our shares
outstanding, we may merge or consolidate with another entity or entities if
the merger or consolidation is approved by our board of trustees and by the
affirmative vote of not less than two-thirds of all of the votes entitled
to be cast on the matter.


OUR TERMINATION

      We have a perpetual term and intend to continue our operations for an
indefinite time period. However, our declaration of trust permits our
termination after the holders of a majority of our outstanding shares
approve the termination.


ADVANCE NOTICE OF TRUSTEE NOMINATIONS AND NEW BUSINESS

      For a shareholder to properly bring nominations or other business
before an annual meeting of shareholders, our bylaws require the
shareholder to deliver a notice to the secretary, absent specified
circumstances, not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting setting forth:

      .     as to each person whom the shareholder proposes to nominate for
            election or reelection as a trustee, all information relating
            to that person that is required to be disclosed in
            solicitations of proxies for the election of trustees or is
            otherwise required pursuant to Regulation 14A of the Securities
            Exchange Act of 1934, as amended;

      .     as to any other business that the shareholder proposes to bring
            before the meeting, a brief description of that business, the
            reasons for conducting that business at the meeting and any
            material interest of that shareholder and of the beneficial
            owner, if any, on whose behalf the proposal is made; and

      .     as to the shareholder giving the notice and the beneficial
            owner, if any, on whose behalf the nomination or proposal is
            made, the name and address of that shareholder as they appear
            on our share records and of that beneficial owner and the class
            and number of shares which are owned beneficially and of record
            by that shareholder and that beneficial owner.

      For a shareholder to bring nominations for trustees at a special
meeting called for the purpose of electing one or more trustees, our bylaws
require the shareholder to deliver a notice to our secretary not less than
60 days nor more than 90 days before the date of the special meeting, or
not less than 10 days following announcement of the date of the special
meeting and of the nominees proposed by the board of trustees to be elected
at the special meeting. No business other than that which is stated in the
notice of a special meeting may be considered at the special meeting.


                           PLAN OF DISTRIBUTION

      Each selling shareholder may from time to time sell, or cause the
retirement savings plan trust to offer and sell on their behalf, the common
shares at market prices or at negotiated prices and offer and sell the
common shares on the NYSE or otherwise.

      Each selling shareholder may sell the common shares in ordinary
brokerage transactions, in block transactions, in privately negotiated
transactions, through put or call transactions relating to the common
shares, through short sales of the common shares, pursuant to Rule 144 or
otherwise.  Those transactions may or may not involve brokers or dealers.
If a selling shareholder sells the common shares through brokers, it
expects to pay customary brokerage commissions and charges directly or
through the retirement savings plan trust.  We are registering the common


                                    21


<PAGE>


shares to permit each selling shareholder to resell the common shares they
acquired pursuant to the retirement savings plan and to permit public
secondary trading in those common shares from time to time.

      We will pay all expenses (other than selling commissions,
underwriting discounts and share transfer taxes applicable to any sale of
the common shares) of the selling shareholder in connection with the
registration of the common shares.

      Each selling shareholder and any, dealer, broker or other agent
selling the common shares for a selling shareholder or purchasing the
common shares from the selling shareholder for purposes of resale may be
deemed an underwriter under the Securities Act and any compensation
received by the selling shareholder, dealer, broker or other agent may be
deemed to be underwriting compensation.  The amount of such compensation
cannot currently be estimated.  We know of no existing arrangements between
a selling shareholder and any dealer, broker or other agent.

      To comply with certain states' securities laws, if applicable, the
common shares may be sold in those states only through brokers or dealers.
In addition, the common shares may not be sold in certain states unless
they have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and followed.


                                  EXPERTS

      The consolidated financial statements and schedule of AMLI
Residential Properties Trust as of December 31, 2004 and 2003, and for each
of the years in the three-year period ended December 31, 2004, and
management's assessment of the effectiveness of internal control over
financial reporting as of December 31, 2004 have been incorporated by
reference herein in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

      The historical statement of revenue in excess of certain expenses of
the Lodge on the Parkway for the year ended December 31, 2003 has been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, and upon the authority of
said firm as experts in accounting and auditing.  KPMG LLP's report refers
to the fact that the statement of revenue in excess of certain expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and is not intended to be a complete
presentation of revenues and expenses.

      The historical statement of revenue in excess of certain expenses of
AMLI at Ibis for the year ended December 31, 2003 has been incorporated by
reference herein in reliance upon the report of Reznick Group, P.C.,
independent registered public accounting firm, and upon the authority of
said firm as experts in accounting and auditing.


                               LEGAL MATTERS

      The description of federal income tax consequences contained in this
prospectus under the heading "Federal Income Tax Considerations" is based
upon the opinion of Mayer, Brown, Rowe & Maw LLP. The opinion of Mayer,
Brown, Rowe & Maw LLP may be conditioned upon and may be subject to
assumptions regarding future action required to be taken by us in
connection with the issuance and sale of any securities.









                                    22


<PAGE>


                    WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and current reports, proxy statements and
other information with the SEC.  Our SEC filings are available to the
public over the Internet at the SEC's web site at http://www.sec.gov.  You
may also read and copy any document we file with the SEC at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C.  20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room.  You may also read any document we file with the SEC at the
offices of the NYSE.  Our outstanding common shares are listed on the NYSE
under the symbol "AML", and all our reports, proxy material and other
information filed by us with the NYSE may be inspected at their offices at
20 Broad Street, New York, New York  10005.

      We filed a registration statement on Form S-8 with the SEC.  This
prospectus does not contain all of the information in the registration
statement.  Please refer to the registration statement for more information
about us and our common shares.  Statements in this prospectus about any
other document are not necessarily complete and you should refer to the
copy of that document which we filed as an exhibit to the registration
statement.  You may read a copy of the registration statement at any of the
sources described above.

      The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents.  The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information.  We incorporate by reference the documents listed below and
any future filings made with the SEC (SEC File Number 1-12784) under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until this offering is terminated.

      .     Our Annual Report on Form 10-K for the year ended December 31,
            2004;

      .     Our Quarterly Report on Form 10-Q for the fiscal quarter ended
            March 31, 2005;

      .     Our Current Reports on Form 8-K filed April 5, 2005, April 28,
            2005 and May 13, 2005;

      .     The description of our common shares contained in our
            registration statement on Form 8-A (filed February 1, 1994);
            and

      .     The description of our preferred share purchase rights
            contained in our registration statement on Form 8-A (filed
            November 12, 1998).

Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus shall be deemed to be
modified or superseded to the extent that a statement contained into this
prospectus, or in any other subsequently filed document which is or is
deemed to be incorporated by reference into this prospectus, modifies or
supersedes any such statement.  Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

      You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:


                              Secretary
                              AMLI Residential Properties Trust
                              125 South Wacker Drive
                              Chicago, IL 60606
                              (312) 443-1477


                                    23


<PAGE>


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents listed in (1) through (4) below are incorporated by
reference in this Registration Statement; and all documents subsequently
filed by the Registrant and the Amli Residential Properties 401(k) Plan
(the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.

      (1)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004;

      (2)   The Registrant's Quarterly Report on Form 10-Q for the fiscal
            quarter ended March 31, 2005;

      (3)   The Registrant's Current Reports on Form 8-K filed April 5,
            2005, April 28, 2005 and May 13, 2005;

      (4)   Description of the Common Shares included in the Registration
            Statement on Form 8-A (filed February 1, 1994);

      (5)   Description of the Preferred Share Purchase Rights included in
            the Registration Statement on Form 8-A (filed November 12,
            1998); and

      (6)   The Plan's Annual Report on Form 11-K for the fiscal year ended
            December 31, 2004.


ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.


ITEM 6.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.

      As permitted by Maryland law, the registrant's declaration of trust
provides that a trustee or officer of the registrant will not be liable for
money damages to the registrant or its shareholders for any act or omission
in the performance of his or her duties, except to the extent that (1) the
person actually received an improper benefit or (2) the person's action or
failure to act was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated.

      The registrant's officers and trustees are and will be indemnified
under the registrant's declaration of trust or bylaws against certain
liabilities. The registrant's bylaws (as adopted in accordance with the
registrant's declaration of trust) require the registrant to indemnify its
trustees and officers against claims and liabilities and reasonable
expenses actually incurred by them in connection with any claim or
liability by reason of their services in those or other capacities unless
it is established that:




                                   II-1


<PAGE>


      1.    the act or omission of the trustee or officer was material to
            the matter giving rise to the proceeding and was committed in
            bad faith or was the result of active and deliberate
            dishonesty;

      2.    the trustee or officer actually received an improper personal
            benefit; or

      3.    in the case of any criminal proceeding, the trustee had
            reasonable cause to believe that the act or omission was
            unlawful.

      However, the registrant may not indemnify for an adverse judgment in
a suit by or in the right of the registrant, or for a judgment that a
personal benefit was improperly received, except for expenses if ordered by
a court of competent jurisdiction. As permitted by Maryland law, the
registrant's declaration of trust or bylaws allow the registrant to advance
reasonable expenses to a trustee or officer upon the registrant's receipt
of (1) a written affirmation by the trustee or officer of his or her good
faith belief that he or she has met the standard of conduct necessary for
indemnification by the registrant and (2) a written statement by him or her
to repay the amount paid or reimbursed by the registrant if it is
ultimately determined that the trustee did not meet the standard of
conduct. Additionally, the registrant has entered into indemnification
agreements with its officers and trustees providing substantially the same
scope of coverage afforded by provisions in the registrant's declaration of
trust and bylaws.

      It is expected that forms of underwriting agreements that may be
filed in connection with this registration statement will provide for
reciprocal indemnification by the underwriters, and their respective
directors, officers and controlling persons, against certain liabilities
under the Securities Act of 1933.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      The Common Shares of Beneficial Interest covered by the resale
prospectus which is a part of this Registration Statement were acquired by
the Selling Shareholders in transactions which were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended.  Such shares were acquired solely in connection with offers made
to participants in the Retirement Savings Plan.


ITEM 8.  EXHIBITS.

      See the Exhibit Index which is hereby incorporated by reference.


ITEM 9.  UNDERTAKINGS.

      The undersigned Registrant hereby undertakes:

      (a)   To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration
            Statement:

            (i)   To include any Prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

            (ii)  To reflect in the Prospectus any facts or events arising
                  after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof)
                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement.  Notwithstanding the foregoing,
                  any increase or decrease in volume of securities offered


                                   II-2


<PAGE>


                  (if the total dollar value of securities offered would
                  not exceed that which was registered) and any deviation
                  from the low or high and of the estimated maximum
                  offering range may be reflected in the form of prospectus
                  filed with the Commission pursuant to Rule 424(b) if, in
                  the aggregate, the changes in volume and price represent
                  no more than 20 percent change in the maximum aggregate
                  offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement;

            (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do
                  not apply if the Registration Statement is on Form S-3,
                  Form S-8 or Form F-3, and the information required to be
                  included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Commission by the Registrant pursuant to
                  Section 13 or 15(d) of the Securities Exchange Act of
                  1934 that are incorporated by reference in the
                  Registration Statement.

      (b)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment
            shall be deemed to be a new registration statement relating to
            the securities offered therein, and the offering of such
            securities at that time shall be deemed to be the initial bona
            fide offering thereof.

      (c)   To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain
            unsold at the termination of the offering.

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6 of this Registration Statement, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such Trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.





                                   II-3


<PAGE>


                             POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS, that each of Amli Residential
Properties Trust, a Maryland real estate investment trust, the Amli
Residential Properties 401(k) Plan and each of the undersigned Trustees and
officers of Amli Residential Properties Trust, hereby constitutes and
appoints Gregory T. Mutz, John E. Allen, Allan J. Sweet and Charles C.
Kraft, its, his or her true and lawful attorneys-in-fact and agents, for
it, him or her and in its, his or her name, place and stead, in any and all
capacities, with full power to act alone, to sign any and all amendments to
this Registration Statement, and to file each such amendment to this
Registration Statement with all exhibits thereto, and any and all documents
in connection therewith, with the Securities and Exchange Commission,
hereby granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
required and necessary to be done, as fully and to all intents and purposes
as it, he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.


















































                                   II-4


<PAGE>


                                SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
the 28th day of June, 2005.

                              Amli Residential Properties Trust

                              By:   /s/ Allan J. Sweet
                                    ------------------------------
                                    Allan J. Sweet
                                    Its:  President


      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 28th day of June, 2005.


Signature                     Title
---------                     ------

/s/ Gregory T. Mutz         Trustee and Chairman of the Board of Trustees
------------------------    (Principal Executive Officer)
Gregory T. Mutz

John E. Allen               Trustee and Vice-Chairman of the
------------------------    Board of Trustees
John E. Allen

/s/ Allan J. Sweet          Trustee and President
------------------------
Allan J. Sweet

/s/ Philip N. Tague         Trustee and Executive Vice President
------------------------
Philip N. Tague

/s/ Laura D. Gates          Trustee
------------------------
Laura D. Gates

/s/ Marc S. Heilweil        Trustee
------------------------
Marc S. Heilweil

Stephen G. McConahey        Trustee
------------------------
Stephen G. McConahey

/s/ Bruce Bickner           Trustee
------------------------
Bruce Bickner

John G. Schreiber           Trustee
------------------------
John G. Schreiber

/s/ Robert J. Chapman       Chief Financial Officer
------------------------    (Principal Financial Officer)
Robert J. Chapman

/s/ Charles C. Kraft        Principal Accounting Officer
------------------------
Charles C. Kraft


                                   II-5


<PAGE>


      Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 28th day of June, 2005.


                              AMLI RESIDENTIAL PROPERTIES 401(k) PLAN

                              By:   AMLI MANAGEMENT COMPANY, as Plan
                                    Administrator of the
                                    AMLI Residential Properties 401(k) Plan



                                    By:   /s/ Mark T. Evans
                                          ------------------------------
                                          Mark T. Evans
                                          Director



                                    By:   /s/ Stephen F. Hallsey
                                          ------------------------------
                                          Steven F. Hallsey
                                          Director



                                    By:   /s/ Philip N. Tague
                                          ------------------------------
                                          Philip N. Tague
                                          Director





































                                   II-6


<PAGE>


                               EXHIBIT INDEX


EXHIBIT     DOCUMENT DESCRIPTION
-------     --------------------

4.1         Amended and Restated Declaration of Trust of the Registrant
            (Incorporated by reference to Exhibit 3.1 to Registration
            Statement No. 33-71566).

4.1(a)      Articles Supplementary Classifying a Series of Preferred Shares
            as Series A Cumulative Convertible Preferred Shares of
            Beneficial Interest (Incorporated by Reference to Exhibit 4.9
            to the Registrant's Current Report on Form 8-K dated
            January 30, 1996).

4.1(b)      Articles Supplementary Classifying a Series of Preferred Shares
            as Series B Cumulative Convertible Preferred Shares of
            Beneficial Interest (Incorporated by reference to Exhibit 4 to
            the Registrant's Quarterly Report on Form 10-Q for the quarter
            ended March 31, 1998).

4.1(c)      Articles Supplementary Classifying and Designating a Series of
            Preferred Shares as Series D Cumulative Convertible Redeemable
            Preferred Shares of Beneficial Interest (Incorporated by
            reference to exhibit 4.2 to the Registrant's Quarterly Report
            on Form 10-Q for the quarter ended September 30, 2001).

4.2         Rights Agreement, dated as of November 2, 1998, between the
            Registrant and Harris Trust and Savings Bank, as Rights Agent,
            including Exhibit A thereto (Form of Articles Supplementary
            relating to the Series C Junior Participating Preferred Shares)
            and Exhibit B thereto (Form of Rights Certificate)(Incorporated
            by reference to Exhibit 4 to the Registrant's Quarterly Report
            on Form 10-Q for the quarter ended September 30, 1998).

4.3         Amended and Restated By-laws of the Registrant (Incorporated by
            reference to Exhibit 3.1 to the Registrant's Quarterly Report
            on Form 10-Q for the quarter ended September 30, 2001).

4.4         First Amendment to the Amended and Restated By-laws of the
            Registrant (Incorporated by reference to exhibit 3.1 to the
            Registrant's current report on Form 8-K dated August 7, 2003).

4.5         Form of Share Certificate for Common Shares of Beneficial
            Interests (Incorporated by reference to Exhibit 4.1 to
            Registration Statement No. 33-71566).

8.1         Opinion of Mayer, Brown, Rowe & Maw LLP.

8.2         The Registrant has submitted the Plan and any amendments
            thereto to the Internal Revenue Service (the "IRS") in a timely
            manner and has made all changes required by the IRS in order to
            qualify the Plan.

23.1        Consent of KPMG LLP.

23.2        Consent of KPMG LLP

23.3        Consent of Reznick Group, P.C.

23.4        Consent of Altschuler, Melvoin and Glasser LLP

23.5        Consent of Mayer, Brown, Rowe & Maw LLP (Included in the
            opinion filed as Exhibit 8.1 hereto).

24          Power of Attorney (included at page II-4 hereof).
[{"type": "S-8", "sequence": "1", "filename": "aml_s8.txt", "secsgml_size_bytes": 106272}]
{"company-data": {"conformed-name": "AMLI RESIDENTIAL PROPERTIES TRUST", "cik": "0000914724", "assigned-sic": "6798", "irs-number": "363925916", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126187", "film-number": "05921546"}, "business-address": {"street1": "125 S WACKER DR", "street2": "STE 3100", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3124431477"}, "mail-address": {"street1": "125 S WACKER DR", "street2": "STE 3100", "city": "CHICAGO", "state": "IL", "zip": "60606"}, "former-company": {"former-conformed-name": "AMLI RESIDENTIAL PROPERTIES INC", "date-changed": "19931112"}}
Registration No. 333-_______________

   As filed with the Securities and Exchange Commission on June 28, 2005

 =========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                           --------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                     AMLI RESIDENTIAL PROPERTIES TRUST
           -----------------------------------------------------
          (Exact Name of Registrant as Specified in its Charter)

                                 Maryland
      --------------------------------------------------------------
      (State or Other Jurisdiction of Incorporation or Organization)

                                36-3925916
                   ------------------------------------
                   (I.R.S. Employer Identification No.)

125 South Wacker Drive, Suite 3100, Chicago, Illinois         60606
-----------------------------------------------------       ----------
    (Address of Principal Executive Offices)                (Zip Code)

                        AMLI RESIDENTIAL PROPERTIES
                                401(k) PLAN
                        ---------------------------
                         (Full Title of the Plan)

                              Allan J. Sweet
                          125 South Wacker Drive
                                Suite 3100
                         Chicago, Illinois  60606
                  ---------------------------------------
                  (Name and Address of Agent for Service)

                              (312) 443-1477
       -------------------------------------------------------------
       (Telephone Number, Including Area Code, of Agent for Service)

                           --------------------
CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
                                    Maximum       Maximum
Title of               Amount      Offering      Aggregate    Amount of
Securities to           to be      Price Per     Offering   Registration
be Registered        Registered    Share (1)     Price (1)       Fee
---------------      ----------   ----------    ----------  ------------

Common Shares
 of Beneficial
 Interest, $.01
 par value
 (includes the
 related preferred
 share purchase
 rights)               500,000
                       Shares       $30.275     $15,137,500   $1,781.69

----------

(1)   In accordance with Rule 457(h)(1), estimated solely for the purpose
      of computing the registration fee on the basis of the average of the
      high and low sale prices of the Common Shares of Beneficial Interest
      as reported on the New York Stock Exchange on June 27, 2005.

 =========================================================================
PROSPECTUS
----------

                     AMLI RESIDENTIAL PROPERTIES TRUST

                           47,405 Common Shares

      This Prospectus relates to 47,405 common shares of beneficial
interest of Amli Residential Properties Trust, which may be offered from
time to time by certain selling shareholders.  The common shares have been
acquired by the selling shareholders pursuant to the Amli Residential
Properties Retirement Savings Plan.  See "Selling Shareholders" for more
information.  The common shares are being registered to permit the selling
shareholders to sell the common shares they acquired pursuant to our
retirement savings plan prior to June 28, 2005.  Registration of the common
shares does not necessarily mean that any of the common shares will be
offered or sold by the selling shareholders.

      Our common shares are listed on the New York Stock Exchange under the
symbol "AML."  To ensure that we maintain our qualification as a real
estate investment trust, ownership by any person is limited to 5% of our
outstanding common shares and preferred shares of beneficial interest, with
identified exceptions.  See "Description of Common Shares" for more
information.

      We will not receive any of the proceeds from the sale of the common
shares by the selling shareholders but have agreed to bear certain expenses
of registration and sale of the common shares.

      On June 27, 2005, the last reported sale price of our common shares
on the NYSE was $30.64 per share.

      Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus.  Any
representation to the contrary is a criminal offense.

               The date of this Prospectus is June 28, 2005
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR A SELLING
SHAREHOLDER.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE COMMON SHARES
OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE COMMON SHARES OFFERED HEREBY TO ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION TO SUCH PERSON.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE HEREOF.

                                THE COMPANY

      We are a self-administered and self-managed real estate investment
trust, or a REIT, engaged in the development, acquisition and management of
upscale, institutional quality multifamily apartment communities in eight
major metropolitan markets in the Southeast, Southwest, Midwest and
Mountain regions of the United States. We were founded in 1980.

      We are the sole general partner of, and own a majority of the
partnership interests in, AMLI Residential Properties, L.P., a Delaware
limited partnership, to which we refer in this prospectus as AMLI, L.P.,
through which we own our interests in our apartment communities. As of
December 31, 2004, we owned approximately 95% of the outstanding
partnership interests, or OP Units, in AMLI, L.P. OP Units may be redeemed
for our common shares on a one-for-one basis and are entitled to
distributions equal to distributions received on common shares. We conduct
all our business through AMLI, L.P. and its subsidiaries and affiliates.

      Our executive offices are located at 125 South Wacker Drive,
Suite 3100, Chicago, Illinois 60606 and our telephone number is (312) 443-
1477. In addition, we maintain regional offices in Atlanta, Dallas,
Indianapolis and Kansas City.

                              USE OF PROCEEDS

      We will not receive any of the proceeds from the sale of the common
shares sold by the selling shareholders.  All proceeds from the sale of the
common shares will be received by the selling shareholders.

                                     2
SELLING SHAREHOLDERS

      All of the common shares may be reoffered and resold using this
prospectus either (i) directly by the participants in our retirement
savings plan listed below as selling shareholders or (ii) by the retirement
savings plan trust (as the selling shareholder), which holds common shares
on behalf of the participants in our retirement savings plan listed below.
The table below sets forth (i) the name and position or last position with
the Company of each of the selling shareholders, (ii) the total number of
common shares, including the common shares being offered using this
prospectus, held by each identified selling shareholder before the offering
assuming in each case conversion into common shares of all OP Units held by
the selling shareholder, (iii) the total number of the common shares
offered hereby by each identified selling shareholder, (iv) the number of
common shares (based on the total number of common shares and OP Units held
by each identified selling shareholder as of the date hereof) which will be
held after the offering assuming that all the common shares offered using
this prospectus are sold and (v) the percentage of common shares to be
owned by each identified selling shareholder after the offering.  Selling
shareholders may, at any time and from time to time after the date hereof,
sell all or a portion of the common shares offered using this prospectus.
Since the selling shareholders may sell all, some or none of the common
shares offered using this prospectus, no estimate can be made of the
aggregate number of common shares that will be held by each selling
shareholder upon completion of the offering to which this prospectus
relates.  None of the information in the following table reflects the total
number of common shares which any selling shareholder may be deemed to
beneficially own, except with respect to common shares held in the
retirement savings plan trust for the benefit of the selling shareholder.

                             Number of  Number of   Number of
                              common     common       common     Percen-
                              shares     shares       shares      tage
                            held prior   offered       held      ownership
                              to the    using this  after the    after the
Name        Job Title        offering   prospectus   offering    offering
----        ---------       ----------  ----------  ----------  ----------

Gregory T.  Trustee and
 Mutz       Chairman of
            the Board          477,813      25,687     452,126        1.8%

Allan J.    Trustee and
 Sweet      President          207,402       4,588     202,814         *

Philip N.   Trustee and
 Tague      Executive
            Vice President     257,304       2,473     254,831        1.0

Robert J.   Executive Vice
 Chapman    President/
            Chief Financial
            Officer            165,861         828     165,033         *

Charles C.  Senior Vice
 Kraft      President and
            Treasurer/
            Principal
            Accounting
            Officer            101,576      11,333      90,243         *

Gregory A.  President
 O'Berry    AMLI Management
            Company             41,214       1,379      39,835         *

                                     3
Number of  Number of   Number of
                              common     common       common     Percen-
                              shares     shares       shares      tage
                            held prior   offered       held      ownership
                              to the    using this  after the    after the
Name        Job Title        offering   prospectus   offering    offering
----        ---------       ----------  ----------  ----------  ----------

Stephen C.  Executive Vice
 Ross       President -
            Development         86,995       1,030      85,965         *

Steven L.   Executive Vice
 Small      President/ Chief
            Information
            Officer             19,529          87      19,442         *

   *  Less than 1%.

                     FEDERAL INCOME TAX CONSIDERATIONS

      The following is a summary of the federal income tax consequences to
us and our shareholders of our treatment as a REIT. Since these provisions
are highly technical and complex, each prospective purchaser of the common
shares is urged to consult his or her own tax advisor with respect to the
federal, state, local, foreign and other tax consequences of the purchase,
ownership and disposition of the common shares.

      Based upon certain of our representations, in the opinion of Mayer,
Brown, Rowe & Maw LLP, our counsel, beginning with our taxable year ended
December 31, 1994, we have been organized in conformity with the
requirements for qualification as a REIT under the Internal Revenue Code,
and our actual and proposed method of operation described in this
prospectus and as represented by management has enabled and will continue
to enable us to satisfy the requirements for qualification and taxation as
a REIT. This opinion is conditioned upon representations made by us as to
factual matters relating to our organization and intended or expected
manner of operation. In addition, this opinion is based on the law existing
and in effect on the date hereof. Our qualification and taxation as a REIT
will depend on our ability to meet on a continuing basis, through actual
operating results, asset composition, distribution levels and diversity of
share ownership, the various qualification tests imposed under the Internal
Revenue Code discussed below. Mayer, Brown, Rowe & Maw LLP will not review
compliance with these tests on a continuing basis. No assurance can be
given that we will satisfy these tests on a continuing basis.

      In brief, if certain detailed conditions imposed by the REIT
provisions of the Internal Revenue Code are met, entities like us that
invest primarily in real estate and that otherwise would be treated for
federal income tax purposes as corporations, are generally not taxed at the
corporate level on their "REIT taxable income" that is currently
distributed to shareholders. This treatment substantially eliminates the
"double taxation", at both the corporate and shareholder levels, that
generally results from the use of corporations. However, as discussed in
greater detail below, such an entity remains subject to tax in specified
circumstances even if it qualifies as a REIT.

      If we fail to qualify as a REIT in any year and are not otherwise
entitled to relief under the Internal Revenue Code, however, we will be
subject to federal income taxation as if we were a domestic corporation,
and our shareholders will be taxed in the same manner as shareholders of
ordinary corporations. In this event, we could be subject to potentially
significant tax liabilities, and therefore the amount of cash available for
distribution to our shareholders would be reduced or eliminated.

                                     4
Our board of trustees believes that we have been organized and
operated and currently intends that we will continue to operate in a manner
that permits us to qualify as a REIT. There can be no assurance, however,
that this expectation will be fulfilled, since qualification as a REIT
depends on our continuing to satisfy numerous asset, income, distribution
and shareholder diversification tests described below, which in turn will
be dependent in part on our operating results.

      The following summary is based on the Internal Revenue Code, its
legislative history, administrative pronouncements, judicial decisions and
Treasury regulations, subsequent changes to any of which may affect the tax
consequences described in this section, possibly on a retroactive basis.
The following summary is not exhaustive of all possible tax considerations
and does not give a detailed discussion of any state, local, or foreign tax
considerations, nor does it discuss all of the aspects of federal income
taxation that may be relevant to a prospective shareholder in light of his
or her particular circumstances or to various types of shareholders
(including insurance companies, tax-exempt entities, financial institutions
or broker-dealers, foreign corporations and persons who are not citizens or
residents of the United States) subject to special treatment under the
federal income tax laws.

TAXATION OF THE COMPANY

      GENERAL. In any year in which we qualify as a REIT, we will not, in
general, be subject to federal income tax on that portion of our REIT
taxable income or capital gain which is distributed to shareholders. We
may, however, be subject to tax at normal corporate rates upon any taxable
income or capital gain that is not distributed. To the extent that we elect
to retain and pay income tax on our net long-term capital gain,
shareholders are required to include their proportionate share of our
undistributed long-term capital gain in income but receive a credit for
their share of any taxes paid on the gain by us.

      Notwithstanding our qualification as a REIT, we may also be subject
to taxation in other circumstances. If we should fail to satisfy certain
REIT qualification tests, as discussed below, and nonetheless maintain our
qualification as a REIT because other requirements are met, we will be
subject to a tax as discussed below. We will also be subject to a tax of
100% on net income from any "prohibited transaction," as described below,
and if we have net income from the sale or other disposition of
"foreclosure property" which is held primarily for sale to customers in the
ordinary course of business or other non-qualifying income from foreclosure
property, we will be subject to tax on the income from foreclosure property
at the highest corporate rate. We will also be subject to a tax of 100% on
the amount of any rents from real property, deductions or excess interest
paid to us by any of our "taxable REIT subsidiaries" that would be reduced
through reapportionment under section 482 of the Internal Revenue Code in
order to more clearly reflect income of a taxable REIT subsidiary. A
taxable REIT subsidiary includes any corporation for which a joint election
has been made by a REIT and such corporation to treat the corporation as a
taxable REIT subsidiary with respect to the REIT. See "Other Tax
Considerations -- Investments in Taxable REIT Subsidiaries." In addition,
if we should fail to distribute during each calendar year at least the sum
of:

      .     85% of our REIT ordinary income for the year;

      .     95% of our REIT capital gain net income for the year, other
            than capital gains we elect to retain and pay tax on as
            described below; and

      .     Any undistributed taxable income from prior years,

we would be subject to a 4% excise tax on the excess of the required
distribution over the sum of (i) the amounts actually distributed, plus
(ii) retained amounts on which corporate level tax is paid by us.

                                     5
A REIT is permitted to designate in a notice mailed to shareholders
within 60 days of the end of the taxable year, or in a notice mailed with
our annual report for the taxable year the amount of undistributed net
long-term capital gains it received during the taxable year, which the
REIT's shareholders are to include in their taxable income as long-term
capital gains. Thus, if we made this designation, our shareholders would
include in their income as long-term capital gains their proportionate
share of the undistributed net capital gains as designated by us and we
would have to pay the tax on such gains within 30 days of the close of our
taxable year. Each of our shareholders would be deemed to have paid the
shareholder's share of the tax paid by us on such gains, which tax would be
credited or refunded to the shareholder. A shareholder would increase his
tax basis in his shares by the difference between the amount of income to
the holder resulting from the designation less the holder's credit or
refund for the tax we paid. We may also be subject to the corporate
"alternate minimum tax," as well as tax in various situations and on some
types of transactions not presently contemplated. We will use the calendar
year both for federal income tax purposes and for financial reporting
purposes.

      In order to qualify as a REIT, we must meet, among others, the
following requirements:

      SHARE OWNERSHIP TEST. Our shares must be held by a minimum of 100
persons for at least 335 days in each taxable year, or a proportional
number of days in any short taxable year. In addition, at all times during
the second half of each taxable year, no more than 50% in value of our
shares (taking into account options to acquire shares) may be owned,
directly or indirectly and by applying constructive ownership rules, by
five or fewer individuals, which for this purpose includes some tax-exempt
entities. Any shares held by a qualified domestic pension or other
retirement trust will be treated as held directly by its beneficiaries in
proportion to their actual interest in such trust rather than by such
trust. If we comply with the Treasury regulations for ascertaining our
actual ownership and did not know, or exercising reasonable diligence would
not have reason to know, that more than 50% in value of our outstanding
shares were held, actually or constructively, by five or fewer individuals,
then we will be treated as meeting such requirement.

      In order to ensure compliance with the share ownership tests, our
declaration of trust places restrictions on the transfer of our shares to
prevent additional concentration of ownership. For more information, see
"Description of Common Shares" in the prospectus. We intend to enforce the
5% limitation on ownership of our shares to assure that our qualification
as a REIT will not be compromised. Moreover, to evidence compliance with
these requirements, Treasury regulations require that we maintain records
which disclose the actual ownership of our outstanding shares of beneficial
interest. In fulfilling our obligations to maintain records, we must and
will demand written statements each year from the record holders of
designated percentages of shares disclosing the actual owners of the shares
as prescribed by Treasury regulations. A list of those persons failing or
refusing to comply with the demand must be maintained as a part of our
records. A shareholder failing or refusing to comply with our written
demand must submit with his or her tax returns a similar statement
disclosing the actual ownership of our shares and other information. Our
failure to comply with these record keeping requirements could subject us
to monetary penalties.

      ASSET TESTS.  At the close of each quarter of our taxable year, we
must satisfy several tests relating to the nature of our assets determined
in accordance with generally accepted accounting principles. Where we
invest in a partnership (such as AMLI, L.P.), limited liability company or
trust taxed as a partnership or as a disregarded entity, we will be deemed
to own a proportionate share of the partnership, limited liability company
or trust's assets. In addition, when we own 100% of a corporation that is
not a taxable REIT subsidiary, we will be deemed to own 100% of the
corporation's assets. First, at least 75% of the value of our total assets

                                     6
must be represented by interests in real property, interests in mortgages
on real property, shares in other REITs, cash, cash items, government
securities and qualified temporary investments. Second, although the
remaining 25% of our assets generally may be invested without restriction,
we are prohibited from owning securities representing more than 10% of
either the vote or value of the outstanding securities of any issuer other
than a qualified REIT subsidiary, another REIT or a taxable REIT subsidiary
(the "10% vote and value test"). Further, no more than 20% of the value of
our total assets may be represented by securities of one or more taxable
REIT subsidiaries and no more than 5% of the value of our total assets may
be represented by securities of any non-government issuer other than a
qualified REIT subsidiary, another REIT or a taxable REIT subsidiary (the
"20% and 5% asset tests"). Certain securities will not cause a violation of
the 10% value test described above. Such securities include instruments
that constitute "straight debt," (including securities having certain
contingency features). A newly enacted restriction, however, precludes a
security from qualifying as "straight debt" where a REIT (or a controlled
taxable REIT subsidiary of the REIT) owns other securities of the issuer of
that security which do not qualify as straight debt, unless the value of
those other securities constitutes, in the aggregate, 1% or less of the
total value of that issuer's outstanding securities. In addition to
straight debt, certain other securities will not cause a violation of the
10% value test. Such securities include (a) any loan made to an individual
or an estate, (b) certain rental agreements in which one or more payments
are to be made in subsequent years (other than agreements between a REIT
and certain persons related to the REIT), (c) any obligation to pay rents
from real property, (d) securities issued by governmental entities that are
not dependent in whole or in part on the profits of (or payments made by) a
non-governmental entity, (e) any security issued by another REIT, and
(f) any debt instrument issued by a partnership if the partnership's income
is of a nature that it would satisfy the 75% gross income test described
below under "Gross Income Tests." In addition, in applying the 10% value
test, a debt security issued by a partnership is not taken into account to
the extent, if any, of the REIT's proportionate equity interest in that
partnership.

      We would not lose our REIT status for failing to satisfy the 5% asset
test or the 10% vote and value test in a quarter if the failure is due to
the ownership of assets the total value of which does not exceed the lesser
of (1) 1% of the total value of our assets at the end of the quarter for
which the measurement is done; or (2) $10 million, provided in either case
that we either dispose of the assets within six months after the last day
of the quarter in which we identify the failure (or such other time period
prescribed by the Treasury), or otherwise meet the requirements of those
rules by the end of the period.

      Additionally, if we fail to meet any of the asset test requirements
for a quarter and that failure exceeds the DE MINIMIS threshold described
above, we may still qualify as a REIT if we were entitled to relief
provisions under the Code. These relief provisions generally will be
available if:

      (1)   following our identification of the failure, we file a schedule
            with a description of each asset that caused the failure, in
            accordance with regulations prescribed by the Treasury
            Secretary;

      (2)   the failure was due to reasonable cause and not to willful
            neglect;

      (3)   we dispose of the assets within six months after the last day
            of the quarter in which the identification occurred or such
            other time period as prescribed by the Treasury Secretary (or
            the requirements of the rules are otherwise met within that
            period); and

                                     7
(4)   we pay a tax equal to the greater of (a) $50,000 or (b) the
            amount determined (pursuant to regulations prescribed by the
            Treasury Secretary) by multiplying the net income generated by
            the assets that caused the failure for the particular quarter
            by the highest applicable corporate tax rate.

      We currently have two taxable REIT Subsidiaries (AMLI Management
Company and AMLI Institutional Advisors, Inc.). We believe that the 10%
vote and value test and the 20% and 5% asset tests on the date hereof
should be satisfied. In rendering its opinion as to our qualification as a
REIT, Mayer, Brown, Rowe & Maw LLP is relying on our representations with
respect to the value of our shares and assets and our conclusion that we
satisfy each of the 10% vote and value test and the 20% and 5% asset tests.

      GROSS INCOME TESTS.  There are two separate percentage tests relating
to the sources of our gross income which must be satisfied for each taxable
year. For purposes of these tests, where we invest in a partnership (such
as AMLI, L.P.), limited liability company or trust taxed as a partnership
or as a disregarded entity, we will be treated as receiving our pro rata
share of the income and loss of the partnership or disregarded entity, and
the gross income of the partnership or disregarded entity will retain the
same character in our hands as it has in the hands of the partnership. In
addition, when we own 100% of a corporation that is not a taxable REIT
subsidiary, the corporation is treated as a disregarded entity and the same
rule applies.

      1.    THE 75% TEST.  At least 75% of our gross income for the taxable
year must be "qualifying income." Qualifying income generally includes:

      .     rents from real property, except as modified below;

      .     interest on obligations collateralized by mortgages on, or
            interests in, real property;

      .     gains from the sale or other disposition of "non-dealer
            property," which means interests in real property and real
            estate mortgages, other than gain from property held primarily
            for sale to customers in the ordinary course of our trade or
            business;

      .     dividends or other distributions on shares in other REITs, as
            well as gain from the sale of REIT shares;

      .     abatements and refunds of real property taxes;

      .     income from the operation, and gain from the sale, of
            "foreclosure property," which means property acquired at or in
            lieu of a foreclosure of the mortgage collateralized by the
            property;

      .     commitment fees received for agreeing to make loans
            collateralized by mortgages on real property or to purchase or
            lease real property; and

      .     certain qualified temporary investment income attributable to
            the investment of new capital received by us in exchange for
            our shares during the one-year period following the receipt of
            the capital.

                                     8
Rents received by AMLI, L.P. from a tenant will not qualify as rents from
real property in satisfying the 75% gross income test described above, or
the 95% gross income test described below, if we, or a 10% owner of us,
directly or constructively owns 10% or more of the tenant, unless the
tenant is one of our taxable REIT subsidiaries and certain other
requirements are met. In addition, if rent attributable to personal
property leased in connection with a lease of real property is greater than
15% of the total rent received under the lease, then the portion of rent
attributable to the personal property will not qualify as rents from real
property. Moreover, an amount received or accrued will not qualify as rents
from real property or as interest income for purposes of the 75% and 95%
gross income tests if it is based in whole or in part on the income or
profits of any person, although an amount received or accrued generally
will not be excluded from "rents from real property" solely by reason of
being based on a fixed percentage or percentages of receipts or sales.
Finally, for rents received to qualify as rent from real property, we
generally must not operate or manage the property or furnish or render
services to residents, other than through a taxable REIT subsidiary or an
"independent contractor" from whom we derive no income, except that we may
provide services that are "usually or customarily rendered" in connection
with the rental of multifamily units for occupancy only, or are not
otherwise considered "rendered to the occupant for his convenience." A REIT
is permitted to render a de minimis amount of impermissible services to
tenants, or in connection with the management of property, and still treat
amounts received with respect to that property as rent from real property.
The amount received or accrued by the REIT during the taxable year for the
impermissible services with respect to a property may not exceed one
percent of all amounts received or accrued by the REIT directly or
indirectly from the property. The amount received for any service or
management operation for this purpose shall be deemed to be not less than
150% of the direct cost of the REIT in furnishing or rendering the service
or providing the management or operation.

      2.    THE 95% TEST.  In addition to deriving 75% of our gross income
from the sources listed above, at least 95% of our gross income for the
taxable year must be derived from the above-described qualifying income, or
from dividends, interest or gains from the sale or disposition of shares or
other securities that are not dealer property. Dividends, other than on
REIT shares, and interest on any obligations not collateralized by an
interest in real property are included for purposes of the 95% test, but
not for purposes of the 75% test.

      We believe that, for purposes of both the 75% and the 95% gross
income tests, our investment in the communities and the co-investment
communities through AMLI, L.P. will, in major part, give rise to qualifying
income in the form of rents from real property, and that gains on the sales
of the communities and the co-investment communities, or our interest in
AMLI, L.P., generally will also constitute qualifying income.

      AMLI Management Company receives and anticipates continuing to
receive fee income in consideration of the performance of property
management and other services with respect to properties not owned by us or
AMLI, L.P. and receives and anticipates continuing to receive fee income in
consideration of the performance of general contracting and construction
management services. AMLI Institutional Advisors receives and anticipates
continuing to receive fee income for providing investment advisory
services. Substantially all the income derived by us from these service
companies will be in the form of dividends and interest on the securities
of each of the service companies owned by AMLI, L.P. The dividends and
interest income will satisfy the 95% gross income test, but not the 75%
gross income test, as discussed above.

                                     9
For purposes of determining whether we comply with the 75% and 95%
income tests, gross income does not include income from prohibited
transactions. A "prohibited transaction" is a sale of dealer property,
excluding foreclosure property, unless the property is held by us for at
least four years and certain other requirements relating to the number of
properties sold in a year, their tax bases, and the cost of improvements
made thereto are satisfied. For more information, see "Taxation of the
Company -- General." In addition, for purposes of determining whether we
comply with the 95% income test, but not the 75% income test, gross income
does not include payments to us with respect to certain hedging
transactions, and any gain from the sale or other disposition of these
instruments.

      Even if we failed to satisfy one or both of the 75% or 95% gross
income tests for any taxable year, we may still qualify as a REIT for such
year if we are entitled to relief under provisions of the Internal Revenue
Code. These relief provisions generally will be available if:

      .     following our identification of the failure, we file a schedule
            with a description of each item of gross income that caused the
            failure in accordance with regulations prescribed by the
            Treasury Secretary; and

      .     the failure to comply was due to reasonable cause and not due
            to willful neglect.

      ANNUAL DISTRIBUTION REQUIREMENTS.  In order to qualify as a REIT, we
are required to make distributions, other than capital gain dividends, to
our shareholders each year in an amount at least equal to

      .     90% of our REIT taxable income, computed without regard to the
            dividends paid deduction and REIT net capital gain, plus

      .     90% of our net income after tax, if any, from foreclosure
            property, minus

      .     the sum of some items of excess non-cash income.

      These distributions must be paid in the taxable year to which they
relate, or in the following taxable year if declared before we timely file
our tax return for the year and if paid on or before the first regular
dividend payment after that declaration. To the extent that we do not
distribute all of our net capital gain or distribute at least 90% but less
than 100%, of our REIT taxable income, as adjusted, we will be subject to
tax on the undistributed amount at regular capital gains or ordinary
corporate tax rates, as the case may be.

      We intend to make timely distributions sufficient to satisfy the
annual distribution requirements. It is possible that we may not have
sufficient cash or other liquid assets to meet the 90% distribution
requirement, due to timing differences between the actual receipt of income
and actual payment of expenses on the one hand, and the inclusion of such
income and deduction of such expenses in computing our REIT taxable income
on the other hand. To avoid any problem with the 90% distribution
requirement, we will closely monitor the relationship between our REIT
taxable income and cash flow and, if necessary, we intend to borrow funds
in order to satisfy the distribution requirement. However, there can be no
assurance that such borrowing would be available at that time.

      Distributions must generally be made during the taxable year to which
they relate. Dividends may be paid in the following year in two
circumstances. First, dividends may be declared in the following year if
the dividends are declared before we timely file our tax return for the
year and if made before the first regular dividend payment made after the
declaration. Second, if we declare a dividend in October, November, or
December of any year with a record date in one of these months and pay the
dividend on or before January 31 of the following year, we will be treated
as having paid the dividend on December 31 of the year in which the
dividend was declared.

                                    10
If we fail to meet the 90% distribution requirement as a result of an
adjustment to our tax return by the Internal Revenue Service, we may
retroactively cure the failure by paying a "deficiency dividend," plus
applicable penalties and interest, within a specified period.

      FAILURE TO QUALIFY.  If we fail to qualify for taxation as a REIT in
any taxable year and relief provisions do not apply, we will be subject to
tax, including applicable alternative minimum tax, on our taxable income at
regular corporate rates. Distributions to shareholders in any year in which
we fail to qualify as a REIT will not be deductible by us, nor generally
will they be required to be made under the Internal Revenue Code. In that
event, to the extent of current and accumulated earnings and profits, all
distributions to shareholders will be taxable as ordinary income, and
subject to limitations in the Internal Revenue Code, corporate distributees
may be eligible for the dividends-received deduction. Unless entitled to
relief under specific statutory provisions, we also will be disqualified
from reelecting taxation as a REIT for the four taxable years following the
year during which qualification was lost.

      In addition to the relief provisions described above, relief
generally will be available if:

      .     the failure to qualify was due to reasonable cause and not due
            to willful neglect; and

      .     we pay, in accordance with regulations prescribed by the
            Treasury Secretary and in the same manner as tax, a penalty of
            $50,000 for each failure due to reasonable cause and not due to
            willful neglect.

      TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS.  As long as we qualify as
a REIT, distributions made to our taxable domestic shareholders out of
current or accumulated earnings and profits, and not designated as capital
gain dividends, will be taken into account by them as ordinary income and
will not be eligible for the dividends-received deduction for corporations.
With limited exceptions, dividends received from REITs are not eligible for
taxation at the preferential income tax rates for qualified dividends
received by individuals from taxable C corporations. Distributions and
undistributed amounts that are designated as capital gain dividends will be
taxed as long-term capital gains, to the extent they do not exceed our
actual net capital gain for the taxable year, without regard to the period
for which the shareholder has held its shares. However, corporate
shareholders may be required to treat up to 20% of some capital gain
dividends as ordinary income. To the extent that we make distributions in
excess of current and accumulated earnings and profits, these distributions
are treated first as a tax-free return of capital to the shareholder,
reducing the tax basis of a shareholder's shares by the amount of the
distribution, but not below zero, with distributions in excess of the
shareholder's tax basis taxable as capital gains, if the shares are held as
a capital asset. In addition, any dividend declared by us in October,
November or December of any year and payable to a shareholder of record on
a specific date in those months shall be treated as both paid by us and
received by the shareholder on December 31 of that year, provided that the
dividend is actually paid by us during January of the following calendar
year. Shareholders may not include in their individual income tax returns
any of our net operating losses or capital losses. Federal income tax rules
may also require that minimum tax adjustments and preferences be
apportioned to our shareholders.

      In general, any loss upon a sale or exchange of our shares by a
shareholder who has held the shares for six months or less, after applying
holding period rules, will be treated as a long-term capital loss, to the
extent of distributions from us that were required to be treated by the
shareholder as long-term capital gains.

                                    11
Gain from the sale or exchange of shares held for more than one year
is taxed at a maximum capital gain rate of 15% (until 2009 and then 20% to
the extent there is no future Congressional action). Pursuant to Internal
Revenue Service guidance, we may classify portions of our capital gain
dividends as gains eligible for the 15% capital gains rate or as
unrecaptured Internal Revenue Code section 1250 gain taxable at a maximum
rate of 25%.

      Shareholders should consult their own tax advisor with respect to
taxation of capital gains and capital gain dividends and with regard to
state, local and foreign taxes on capital gains.

      BACKUP WITHHOLDING.  We will report to our domestic shareholders and
to the Internal Revenue Service the amount of distributions paid during
each calendar year, and the amount of applicable tax withheld, if any.
Under the backup withholding rules, a shareholder may be subject to backup
withholding at applicable rates with respect to distributions paid unless
the shareholder is a corporation or comes within other exempt categories
and, when required, demonstrates this fact or provides a taxpayer
identification number, certifies as to no loss of exemption from backup
withholding, and otherwise complies with applicable requirements of the
backup withholding rules. A shareholder that does not provide us with its
correct taxpayer identification number may also be subject to penalties
imposed by the Internal Revenue Service. Any amount paid as backup
withholding will be credited against the shareholder's income tax
liability. In addition, we may be required to withhold a portion of capital
gain distributions made to any shareholders who fail to certify their non-
foreign status to us.

OTHER TAX CONSIDERATIONS

      INVESTMENTS IN TAXABLE REIT SUBSIDIARIES

      Taxable REIT subsidiaries are subject to full corporate level
taxation on their earnings, but are permitted to engage in certain types of
activities which cannot be performed directly by REITs without jeopardizing
their REIT status. Taxable REIT subsidiaries are subject to limitations on
the deductibility of payments made to the associated REIT which could
materially increase the taxable income of the taxable REIT subsidiary and
are subject to prohibited transaction taxes on certain other payments made
to the associated REIT. We will be subject to a tax of 100% on the amount
of any rents from real property, deductions or excess interest paid by any
of our taxable REIT subsidiaries to us that would be reduced through
reapportionment under Internal Revenue Code section 482 in order to more
clearly reflect income of any taxable REIT subsidiary.

      Under the taxable REIT subsidiary provisions, any entity in which we
own an interest that is treated as a corporation for tax purposes is
allowed with us to jointly elect to be treated as a "taxable REIT
subsidiary." In addition, if one of our taxable REIT subsidiaries owns,
directly or indirectly, securities representing 35% or more of the vote or
value of an entity treated as a corporation for tax purposes, that
subsidiary will also be treated as our taxable REIT subsidiary.

      Both AMLI Management Company and AMLI Institutional Advisors are
treated as taxable REIT subsidiaries. Each entity will pay federal and
state income taxes at the full applicable corporate rates on its income
prior to payment of any dividends. Each of the companies will attempt to
minimize the amount of the taxes, but there can be no assurance whether or
to the extent to which measures taken to minimize taxes will be successful.

      STATE AND LOCAL TAXES.  We and our shareholders may be subject to
state or local taxation in various jurisdictions, including those in which
it or they transact business or reside. The state and local tax treatment
of us and our shareholders may not conform to the federal income tax
consequences discussed above. Consequently, you should consult your own tax
advisor regarding the effect of state and local tax laws on an investment
in our common shares.

                                    12
You are advised to consult this prospectus, as well as your tax
advisor regarding the specific tax consequences to you of the purchase,
ownership and sale of the securities described in this prospectus,
including the federal, state, local, foreign, and other tax consequences of
the purchase, ownership, sale and election and of potential changes in
applicable tax laws.

      TAXATION OF FOREIGN SHAREHOLDERS

      Distributions of cash generated by our real estate operations, but
not by the sale or exchange of our properties, that are paid to foreign
persons generally will be subject to U.S. withholding tax at a rate of 30%,
unless an applicable tax treaty reduces that tax and the foreign
shareholder files an Internal Revenue Service Form W-8BEN with us or unless
the foreign shareholder files an Internal Revenue Service Form W-8ECI with
us claiming that the distribution is "effectively connected" income. Under
applicable Treasury regulations, foreign shareholders generally have to
provide the Internal Revenue Service Form W-8ECI or Form W-8BEN beginning
January 1, 2000 and every three years thereafter unless the information on
the form changes before that date. A foreign shareholder may seek a refund
from the Internal Revenue Service if it is subsequently determined that a
distribution was in excess of our current and accumulated earnings and
profits.

      Distributions of proceeds attributable to the sale or exchange by us
of our U.S. real property interests are taxed in the same manner as
distributions of cash generated by our real estate operations if (i) the
distribution is received with regard to a class of our stock that is
regularly traded on an established securities market located in the United
States and (ii) the recipient is a foreign stockholder that does not own
more than 5% of the class of stock at any time during the year within which
the distribution is received. If the previous two requirements are not met
with respect to a capital distribution (a "Non-Qualifying Capital Gain
Dividends"), such Non-Qualifying Capital Gain Dividends are subject to
income and withholding taxes pursuant to the Foreign Investment in Real
Property Tax Act of 1980, which we refer to as FIRPTA. Under FIRPTA, Non-
Qualifying Capital Gain Dividends are considered effectively connected with
a U.S. trade or business of the foreign shareholder and are taxed at the
normal graduated rates applicable to U.S. shareholders (requiring the
foreign shareholder to file a U.S. tax return). Moreover, Non-Qualifying
Capital Gain Dividends may be subject to branch profits tax in the hands of
a shareholder that is a foreign corporation if it is not entitled to treaty
relief or exemption. We are required by applicable Treasury regulations to
withhold 35% of any Non-Qualifying Capital Gain Dividend to a foreign
person that could be designated by us as a capital gain dividend; this
amount is creditable against the foreign shareholder's FIRPTA tax
liability.

      We will qualify as a "domestically controlled real estate investment
trust" so long as less than 50% in value of our shares are held by foreign
persons, for example, nonresident aliens and foreign corporations,
partnerships, trust and estates. It is currently anticipated that we will
qualify as a domestically controlled real estate investment trust. Under
these circumstances, gain from the sale of the shares by a foreign person
should not be subject to U.S. taxation, unless such gain is effectively
connected with the person's U.S. business or, in the case of an individual
foreign person, such person is present within the U.S. for 183 days or more
in such taxable year.

      The federal income taxation of foreign shareholders is a highly
complex matter that may be affected by many other considerations.
Accordingly, our foreign investors are particularly urged to consult their
own tax advisors regarding the income and withholding tax considerations
with respect to their investment in us.

                                    13
DESCRIPTION OF COMMON SHARES

GENERAL

      Our declaration of trust authorizes us to issue up to
150,000,000 shares of beneficial interest, par value $0.01 per share,
consisting of common shares, preferred shares and any other types or
classes of shares of beneficial interest as our board of trustees may
create and authorize from time to time. Our board of trustees may classify
or reclassify any of our unissued shares into other classes or series of
shares without shareholder consent. At June 1, 2005, 25,615,956 common
shares of beneficial interest were issued and outstanding and held of
record by approximately 255 shareholders. At June 1, 2005, 3,125,000
Series B cumulative convertible redeemable preferred shares, and 800,000
Series D cumulative convertible redeemable preferred shares were issued and
outstanding.

      The following description of certain general terms and provisions of
the common shares is not complete and you should refer to our declaration
of trust and bylaws for more information.

      The outstanding common shares are fully paid and, except as described
below under "-- Shareholder Liability," non-assessable. Each common share
entitles the holder to one vote on all matters requiring a vote of
shareholders, including the election of trustees. Holders of common shares
do not have the right to cumulate their votes in the election of trustees,
which means that the holders of a majority of the outstanding common shares
can elect all of the trustees then standing for election.

      Holders of common shares are entitled to those distributions that our
board of trustees may declare from time to time out of funds legally
available for the payment of distributions. Holders of common shares have
no conversion, redemption, preemptive or exchange rights to subscribe to
any of our securities. If there is a liquidation, dissolution or winding up
of our affairs, the holders of the common shares are entitled to share
equally in our assets remaining after we pay, or set aside assets to pay,
all liabilities to our creditors and subject to the rights of the holders
of our preferred shares.

PURCHASE RIGHTS

      On November 2, 1998, our board of trustees declared a dividend of one
preferred share purchase right for each common share outstanding, which was
made to holders of common shares of record at the close of business on
November 13, 1998. The holders of any additional common shares issued after
that date and before the redemption or expiration of the preferred share
purchase rights also receive one preferred share purchase right for each
additional common share issued. Each preferred share purchase right
entitles the holder under certain circumstances to purchase from us one
one-thousandth of a share of a series of participating preferred shares,
par value $0.01 per share, at a price of $70.00 per one one-thousandth of a
participating preferred share. We will adjust that price from time to time
to prevent dilution. Preferred share purchase rights will be exercisable
if:

      .     a person or group of persons acquires 15% or more of the
            outstanding common shares, or files a document with a
            governmental agency indicating an intention to acquire 15% or
            more of the outstanding common shares, or

      .     a person or group of persons announces a tender offer or
            exchange offer for 15% or more of the outstanding common
            shares.

                                    14
Under specified circumstances, each preferred share purchase right
will entitle the holder to purchase, at the preferred share purchase
right's then current exercise price, a number of common shares having a
market value at the time equal to twice the preferred share purchase
right's exercise price. If any person or group acquires us in a merger or
other business transaction, each holder will have the right to purchase, at
the preferred share purchase right's then current exercise price, a number
of the acquiring company's common shares having a market value at the time
equal to twice the preferred share purchase right's exercise price. The
preferred share purchase rights will expire on November 2, 2008 and we may
redeem them in whole, but not in part, at a price of $0.01 per preferred
share purchase right payable in cash, our shares or any other form of
consideration determined by our board of trustees.

      The preferred share purchase rights have certain anti-takeover
effects. The preferred share purchase rights will cause substantial
dilution to a person or group that attempts to acquire us on terms not
approved by our board of trustees. The preferred share purchase rights
should not interfere with any merger or other business combination approved
by our board of trustees because the preferred share purchase rights may be
redeemed by us at the redemption price prior to the time that a person or
group has acquired 15% or more of our outstanding common shares.

TRANSFER AGENT

      The transfer agent and registrar for the common shares is EquiServe
Trust Company, N.A. The common shares are listed on the New York Stock
Exchange under the symbol "AML."

RESTRICTIONS ON SIZE OF HOLDINGS OF SHARES

      For us to qualify as a REIT under the Internal Revenue Code of 1986,
no more than 50% in value of our shares, after taking into account options
to acquire shares, may be owned, directly or indirectly, by five or fewer
individuals during the last half of each taxable year or during a
proportionate part of any short taxable year. "Individuals" are defined in
the Internal Revenue Code to include certain entities and constructive
ownership among specified family members. Our shares must also be
beneficially owned by 100 or more persons during at least 335 days of each
taxable year or during a proportionate part of any short taxable year.

      Our declaration of trust prohibits any shareholder from owning, or
being deemed to own by virtue of the attribution provisions of the Internal
Revenue Code, more than 5% in number of shares or value of our outstanding
shares. Our board of trustees, upon receipt of a ruling from the Internal
Revenue Service or an opinion of counsel or other evidence satisfactory to
our board of trustees and on any other conditions as our board of trustees
may direct, may exempt a proposed transferee from the ownership limit. The
proposed transferee must give written notice to us of the proposed transfer
at least 15 days prior to any transfer which, if consummated, would result
in the proposed transferee owning our shares in excess of the ownership
limit. Our board of trustees may require any opinions of counsel,
affidavits, undertakings or agreements that it believes are necessary or
advisable in order to determine or ensure our status as a REIT. Any
transfer of our shares that would:

      .     create a direct or indirect ownership of shares in excess of
            the ownership limit;

      .     result in our shares being beneficially owned by fewer than 100
            persons, determined without reference to any rules of
            attribution, as provided in Section 856(a) of the Internal
            Revenue Code; or

                                    15
.     result in us being "closely held" within the meaning of
            Section 856(h) of the Internal Revenue Code, will not have any
            effect, and the intended transferee will acquire no rights to
            the shares. These restrictions on transferability and ownership
            will not apply if our board of trustees determines, and our
            shareholders approve that determination, that it is no longer
            in the best interests of us to attempt to qualify, or to
            continue to qualify, as a REIT.

      Our declaration of trust excludes from these ownership restrictions
some of the investors and their transferees who received our shares, or
units in AMLI, L.P., in exchange for apartment communities in connection
with our formation. Our board of trustees by resolution has excluded from
the ownership restrictions UICI, a Delaware corporation, and Gregory T.
Mutz to the extent that:

      .     UICI individually beneficially owns 29.9% or less of our
            outstanding shares,

      .     Mr. Mutz individually beneficially owns 24.9% or less of our
            outstanding shares, and

      .     UICI and Mr. Mutz collectively beneficially own 34.9% or less
            of our outstanding shares as a group.

      If there is any purported transfer of our shares which would result
in a person owning our shares in excess of the ownership limit, except as
permitted above, or would cause us to become "closely held" under
Section 856(h) of the Internal Revenue Code, those shares will constitute
"excess shares." These excess shares will be transferred pursuant to our
declaration of trust to us as the trustee of a trust for the benefit of the
person or persons to whom the excess shares are ultimately transferred,
until the excess shares are transferred to a person whose ownership will
not violate the restrictions on ownership. While held in trust, the excess
shares will not be entitled to vote or to share in any dividends or other
distributions. Subject to the ownership limit, the trustee will transfer
the excess shares at the direction of the purported transferee to any
person if the excess shares would not be excess shares in the hands of that
person. The purported transferee will receive the lesser of:

      .     the price paid by the purported transferee for the excess
            shares or, if no consideration was paid, the fair market value
            of the excess shares on the day of the event which caused the
            excess shares to be held in trust; or

      .     the price received from the sale or other disposition of the
            excess shares.

      Any amount received by the purported transferee in excess of that
price will be paid to us. In addition, we will have the right to purchase
the excess shares held in trust for a 90-day period at a purchase price
equal to the lesser of:

      .     the price paid by the purported transferee for the excess
            shares or, if no consideration was paid, the fair market value
            of the excess shares on the day of purchase by us; or

      .     the fair market value of the excess shares on the date we elect
            to purchase them.

      Fair market value, for these purposes, means the last reported sales
price on the New York Stock Exchange on the trading day immediately
preceding the relevant date, or if those shares are not then traded on the
New York Stock Exchange, the last reported sales price on the trading day
immediately preceding the relevant date as reported on any exchange or
quotation system on which those shares are then traded. If the shares are
not then traded on any exchange or quotation system, the fair market value
will be the market price on the relevant date as determined in good faith
by our board of trustees.

                                    16
From and after the purported transfer to the purported transferee of
the excess shares, the purported transferee will cease to be entitled to
distributions, voting rights and other benefits with respect to the excess
shares except the right to payment on the transfer of the excess shares as
described above. If the purported transferee receives any distributions on
excess shares prior to our discovery that those excess shares have been
transferred in violation of the provisions of our declaration of trust, the
purported transferee must repay those distributions to us upon demand.

      If the restrictions on transferability and ownership are determined
to be void, invalid or unenforceable by any court of competent
jurisdiction, then we may treat the purported transferee of any excess
shares to have acted as our agent in acquiring those excess shares and to
hold those excess shares on our behalf.

      All certificates evidencing shares will bear a legend referring to
the restrictions described above.

      All persons who own, directly or by virtue of the attribution
provisions of the Internal Revenue Code, more than 5%, or any other
percentage between 0.5% and 5%, as provided in the rules and regulations of
the Internal Revenue Code, of the number or value of our outstanding shares
must give a written notice containing certain information to us by
January 31 of each year. In addition, each shareholder is upon demand
required to disclose to us in writing information with respect to its
direct, indirect and constructive ownership of our shares as our board of
trustees deems reasonably necessary to comply with the provisions of the
Internal Revenue Code applicable to a REIT, to determine our status as a
REIT, to comply with the requirements of any taxing authority or
governmental agency or to determine any such compliance.

      The restrictions on share ownership in our declaration of trust are
designed to protect our REIT status. The restrictions could have the effect
of discouraging a takeover or other transaction in which holders of some,
or a majority, of the common shares might receive a premium for their
shares over the then prevailing market price or which the holders might
believe to be otherwise in their best interest.

INDEMNIFICATION OF TRUSTEES AND OFFICERS

      As permitted by Maryland law, our declaration of trust provides that
our trustees or officers will not be liable for money damages to us or our
shareholders for any act or omission in the performance of his or her
duties, except to the extent that

      .     the person actually received an improper benefit, or

      .     the person's action or failure to act was the result of active
            and deliberate dishonesty and was material to the cause of
            action adjudicated.

      Our officers and trustees are and will be indemnified under our
declaration of trust or bylaws and the partnership agreement of AMLI, L.P.
against certain liabilities. Our declaration of trust or our bylaws require
us to indemnify our trustees and officers against claims and liabilities
and reasonable expenses actually incurred by them in connection with any
claim or liability by reason of their services in those or other capacities
unless it is established that:

      .     the act or omission of the trustee or officer was material to
            the matter giving rise to the proceeding and was committed in
            bad faith or was the result of active and deliberate
            dishonesty;

      .     the trustee or officer actually received an improper personal
            benefit; or

                                    17
.     in the case of any criminal proceeding, the trustee had
            reasonable cause to believe that the act or omission was
            unlawful.

      However, we may not indemnify for an adverse judgment in a suit by or
in our right, or for a judgment that a personal benefit was improperly
received, except that we may indemnify for expenses if so ordered by a
court of competent jurisdiction. As permitted by Maryland law, our
declaration of trust or bylaws allow us to advance reasonable expenses to a
trustee or officer upon our receipt of

      .     a written affirmation by the trustee or officer of his or her
            good faith belief that he or she has met the standard of
            conduct necessary for indemnification by us, and

      .     a written undertaking by him or her to repay the amount paid or
            reimbursed by us if it is ultimately determined that the
            trustee or officer did not meet the standard of conduct.

      Additionally, we have entered into indemnification agreements with
our officers and trustees providing substantially the same scope of
coverage afforded by the provisions in our declaration of trust.

      The partnership agreement of AMLI, L.P. also provides for
indemnification of us and our officers and trustees to the same extent
indemnification is provided to our officers and trustees in our declaration
of trust. In addition, the partnership agreement of AMLI, L.P. limits our
liability to AMLI, L.P. and its partners to the same extent the liability
of our officers and trustees to us and our shareholders is limited under
our declaration of trust.

SHAREHOLDER LIABILITY

      Both the Maryland statutory law governing REITs and our declaration
of trust provide that shareholders shall not be personally or individually
liable for any debt, act, omission or obligation of ours or our board of
trustees. Our declaration of trust further provides that we shall indemnify
and hold each shareholder harmless from all claims and liabilities to which
the shareholder may become subject by reason of his or her being or having
been a shareholder. We shall reimburse each shareholder for all legal and
other expenses reasonably incurred by the shareholder in connection with
any such claim or liability, provided that the claim or liability did not
arise from the shareholder's bad faith, willful misconduct or gross
negligence, and the shareholder gives us prompt notice of the claim or
liability and permits us to conduct the defense of the claim or liability.

      In addition, our policy is to include a clause in our contracts,
including the partnership agreement of AMLI, L.P., providing that
shareholders assume no personal liability for obligations entered into on
behalf of us. Nevertheless, with respect to tort claims, contractual claims
where shareholder liability is not so negated, claims for taxes and some
statutory liabilities, the shareholders may, in some jurisdictions, be
personally liable to the extent that those claims are not satisfied by us.
Inasmuch as we carry public liability insurance which we consider adequate,
any risk of personal liability to shareholders is limited to situations in
which our assets plus our insurance coverage would be insufficient to
satisfy the claims against us and our shareholders.

                                    18
DESCRIPTION OF PROVISIONS OF MARYLAND LAW
                AND OF OUR DECLARATION OF TRUST AND BYLAWS

      The following description of some general provisions of Maryland law
and of our declaration of trust and bylaws is not complete and you should
refer to Maryland law, our declaration of trust and our bylaws for more
information.

BOARD OF TRUSTEES

      Our declaration of trust provides that our board of trustees will
have not less than three nor more than fifteen trustees, as determined from
time to time by our board of trustees. Our declaration of trust further
provides that a majority of our trustees must be "disinterested trustees."
Disinterested trustees are persons who are not affiliated with AMLI Realty
Co., which is a subsidiary of UICI, a publicly traded company listed on the
New York Stock Exchange, and its affiliates and successors. The trustees
are divided into three classes. Each trustee will hold office for three
years and until his or her successor is duly elected and qualifies. At each
annual meeting of shareholders, the successors to the class of trustees
whose term expires at that meeting will be elected to hold office for three
years.

      A majority of the trustees then in office, even if less than a
quorum, may fill vacancies on our board of trustees, except that a vacancy
resulting from an increase in the number of trustees will be filled by a
majority of the entire board of trustees. In the event that a majority of
our board of trustees are not disinterested trustees upon a vacancy, the
remaining disinterested trustees, or, if there are no disinterested
trustees, the remaining members of our board of trustees, must promptly
appoint that number of disinterested trustees necessary to cause the board
to include a majority of disinterested trustees. Any trustees so appointed
by the trustees then in office will hold office until the next annual
meeting of shareholders.

      The classified board provision may have the effect of making it more
difficult for a third party to acquire control of us without the consent of
our board of trustees, even if a change in control would be beneficial to
us and our shareholders.

BUSINESS COMBINATIONS

      Under Maryland law, certain "business combinations," including a
merger, consolidation, share exchange, or, in certain circumstances, an
asset transfer or issuance or reclassification of equity securities,
between a Maryland REIT and an "interested shareholder" or an affiliate of
an interested shareholder are prohibited for five years after the most
recent date on which the interested shareholder became an interested
shareholder. After the five-year period, these business combinations must
be recommended by the board of trustees of the REIT and approved by at
least 80% of the votes entitled to be cast by shareholders of the REIT,
including at least two-thirds of the votes entitled to be cast by
shareholders other than the interested shareholder with whom the business
combination is to be effected, unless, among other things, the REIT's
common shareholders receive a minimum price (as defined under Maryland law)
for their shares and they receive the consideration in cash or in the same
form as previously paid by the interested shareholder for its shares. An
"interested shareholder" is a person who either beneficially owns 10% or
more of the voting power of the REIT's outstanding shares or is an
affiliate of the REIT and, at any time during the prior two years,
beneficially owned 10% or more of the voting power of the REIT's then
outstanding shares. A person is not an interested shareholder if the board
of trustees approved in advance the transaction by which the shareholder
otherwise would have become an interested shareholder. These provisions of
Maryland law do not apply, however, to business combinations which are
approved or exempted by the board of trustees of the REIT prior to the time
that the interested shareholder becomes an interested shareholder.

                                    19
Our declaration of trust exempts any business combination with
Gregory T. Mutz, Baldwin & Lyons, Inc., an Indiana corporation, AMLI Realty
Co., which is a subsidiary of UICI, a publicly traded company listed on the
New York Stock Exchange, and their affiliates and successors from these
provisions of Maryland law.

CONTROL SHARE ACQUISITIONS

      Maryland law provides that "control shares" of a Maryland REIT
acquired in a "control share acquisition" have no voting rights except to
the extent approved by a vote of two-thirds of the votes entitled to be
cast by shareholders other than the acquirer or officers or trustees who
are employees of the REIT. "Control shares" are voting shares which, if
aggregated with all other voting shares previously acquired by the acquirer
or in respect of which the acquirer is able to exercise voting power, would
entitle the acquirer to exercise voting power in electing trustees within
one of the following ranges of voting power: (i) one-tenth or more but less
than one-third, (ii) one-third or more but less than a majority or (iii) a
majority or more of all voting power. Control shares do not include shares
the acquiring person is then entitled to vote as a result of having
previously obtained shareholder approval. A "control share acquisition"
means the acquisition of control shares, subject to specified exceptions.

      A person who has made or proposes to make a control share
acquisition, upon satisfaction of certain conditions, including an
undertaking to pay expenses, may compel the board of trustees of the REIT
to call a special meeting of shareholders to be held within 50 days of
demand to consider voting rights for the shares. If no request for a
meeting is made, the REIT may itself present the question at any
shareholders' meeting.

      If the shareholders do not approve voting rights at the meeting or if
the acquiring person does not deliver an acquiring person statement as
required by Maryland law, then, subject to certain conditions and
limitations, the REIT may redeem any or all of the control shares, except
those for which voting rights have previously been approved, for fair
market value. Fair market value will be determined without regard to the
absence of voting rights for the control shares as of the date of the last
control share acquisition by the acquirer or of any meeting of shareholders
at which the voting rights of those shares were considered and not
approved. If the shareholders approve voting rights for control shares and
the acquirer becomes entitled to exercise a majority of the voting power in
electing trustees, all other shareholders may exercise appraisal rights.
The fair value of the shares for purposes of the appraisal rights may not
be less than the highest price per share paid by the acquirer for the
control shares.

      The control share acquisition law does not apply to shares acquired
in a merger, consolidation or share exchange if the REIT is a party to the
transaction, or to acquisitions approved or exempted by the declaration of
trust or bylaws of the REIT. Our declaration of trust exempts Gregory T.
Mutz, Baldwin & Lyons, AMLI Realty Co., which is a subsidiary of UICI, a
publicly traded company listed on the New York Stock Exchange, and their
affiliates and successors from these provisions of Maryland law. In
February 2003, our bylaws were amended to exclude us from the application
of the control share acquisition provisions of Maryland law.

AMENDMENTS TO OUR DECLARATION OF TRUST; MERGER

      Maryland law requires the shareholder of a REIT to approve any
amendment to its declaration of trust, with some exceptions. As permitted
by Maryland law, our declaration of trust permits our board of trustees, by
a two-thirds vote, to amend our declaration of trust to enable us to
qualify as a REIT. A majority of the votes entitled to be cast by
shareholders must approve any other amendment to our declaration of trust.

                                    20
Subject to the provisions of any class or series of our shares
outstanding, we may merge or consolidate with another entity or entities if
the merger or consolidation is approved by our board of trustees and by the
affirmative vote of not less than two-thirds of all of the votes entitled
to be cast on the matter.

OUR TERMINATION

      We have a perpetual term and intend to continue our operations for an
indefinite time period. However, our declaration of trust permits our
termination after the holders of a majority of our outstanding shares
approve the termination.

ADVANCE NOTICE OF TRUSTEE NOMINATIONS AND NEW BUSINESS

      For a shareholder to properly bring nominations or other business
before an annual meeting of shareholders, our bylaws require the
shareholder to deliver a notice to the secretary, absent specified
circumstances, not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting setting forth:

      .     as to each person whom the shareholder proposes to nominate for
            election or reelection as a trustee, all information relating
            to that person that is required to be disclosed in
            solicitations of proxies for the election of trustees or is
            otherwise required pursuant to Regulation 14A of the Securities
            Exchange Act of 1934, as amended;

      .     as to any other business that the shareholder proposes to bring
            before the meeting, a brief description of that business, the
            reasons for conducting that business at the meeting and any
            material interest of that shareholder and of the beneficial
            owner, if any, on whose behalf the proposal is made; and

      .     as to the shareholder giving the notice and the beneficial
            owner, if any, on whose behalf the nomination or proposal is
            made, the name and address of that shareholder as they appear
            on our share records and of that beneficial owner and the class
            and number of shares which are owned beneficially and of record
            by that shareholder and that beneficial owner.

      For a shareholder to bring nominations for trustees at a special
meeting called for the purpose of electing one or more trustees, our bylaws
require the shareholder to deliver a notice to our secretary not less than
60 days nor more than 90 days before the date of the special meeting, or
not less than 10 days following announcement of the date of the special
meeting and of the nominees proposed by the board of trustees to be elected
at the special meeting. No business other than that which is stated in the
notice of a special meeting may be considered at the special meeting.

                           PLAN OF DISTRIBUTION

      Each selling shareholder may from time to time sell, or cause the
retirement savings plan trust to offer and sell on their behalf, the common
shares at market prices or at negotiated prices and offer and sell the
common shares on the NYSE or otherwise.

      Each selling shareholder may sell the common shares in ordinary
brokerage transactions, in block transactions, in privately negotiated
transactions, through put or call transactions relating to the common
shares, through short sales of the common shares, pursuant to Rule 144 or
otherwise.  Those transactions may or may not involve brokers or dealers.
If a selling shareholder sells the common shares through brokers, it
expects to pay customary brokerage commissions and charges directly or
through the retirement savings plan trust.  We are registering the common

                                    21
shares to permit each selling shareholder to resell the common shares they
acquired pursuant to the retirement savings plan and to permit public
secondary trading in those common shares from time to time.

      We will pay all expenses (other than selling commissions,
underwriting discounts and share transfer taxes applicable to any sale of
the common shares) of the selling shareholder in connection with the
registration of the common shares.

      Each selling shareholder and any, dealer, broker or other agent
selling the common shares for a selling shareholder or purchasing the
common shares from the selling shareholder for purposes of resale may be
deemed an underwriter under the Securities Act and any compensation
received by the selling shareholder, dealer, broker or other agent may be
deemed to be underwriting compensation.  The amount of such compensation
cannot currently be estimated.  We know of no existing arrangements between
a selling shareholder and any dealer, broker or other agent.

      To comply with certain states' securities laws, if applicable, the
common shares may be sold in those states only through brokers or dealers.
In addition, the common shares may not be sold in certain states unless
they have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and followed.

                                  EXPERTS

      The consolidated financial statements and schedule of AMLI
Residential Properties Trust as of December 31, 2004 and 2003, and for each
of the years in the three-year period ended December 31, 2004, and
management's assessment of the effectiveness of internal control over
financial reporting as of December 31, 2004 have been incorporated by
reference herein in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

      The historical statement of revenue in excess of certain expenses of
the Lodge on the Parkway for the year ended December 31, 2003 has been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, and upon the authority of
said firm as experts in accounting and auditing.  KPMG LLP's report refers
to the fact that the statement of revenue in excess of certain expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and is not intended to be a complete
presentation of revenues and expenses.

      The historical statement of revenue in excess of certain expenses of
AMLI at Ibis for the year ended December 31, 2003 has been incorporated by
reference herein in reliance upon the report of Reznick Group, P.C.,
independent registered public accounting firm, and upon the authority of
said firm as experts in accounting and auditing.

                               LEGAL MATTERS

      The description of federal income tax consequences contained in this
prospectus under the heading "Federal Income Tax Considerations" is based
upon the opinion of Mayer, Brown, Rowe & Maw LLP. The opinion of Mayer,
Brown, Rowe & Maw LLP may be conditioned upon and may be subject to
assumptions regarding future action required to be taken by us in
connection with the issuance and sale of any securities.

                                    22
WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and current reports, proxy statements and
other information with the SEC.  Our SEC filings are available to the
public over the Internet at the SEC's web site at http://www.sec.gov.  You
may also read and copy any document we file with the SEC at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C.  20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room.  You may also read any document we file with the SEC at the
offices of the NYSE.  Our outstanding common shares are listed on the NYSE
under the symbol "AML", and all our reports, proxy material and other
information filed by us with the NYSE may be inspected at their offices at
20 Broad Street, New York, New York  10005.

      We filed a registration statement on Form S-8 with the SEC.  This
prospectus does not contain all of the information in the registration
statement.  Please refer to the registration statement for more information
about us and our common shares.  Statements in this prospectus about any
other document are not necessarily complete and you should refer to the
copy of that document which we filed as an exhibit to the registration
statement.  You may read a copy of the registration statement at any of the
sources described above.

      The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents.  The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information.  We incorporate by reference the documents listed below and
any future filings made with the SEC (SEC File Number 1-12784) under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until this offering is terminated.

      .     Our Annual Report on Form 10-K for the year ended December 31,
            2004;

      .     Our Quarterly Report on Form 10-Q for the fiscal quarter ended
            March 31, 2005;

      .     Our Current Reports on Form 8-K filed April 5, 2005, April 28,
            2005 and May 13, 2005;

      .     The description of our common shares contained in our
            registration statement on Form 8-A (filed February 1, 1994);
            and

      .     The description of our preferred share purchase rights
            contained in our registration statement on Form 8-A (filed
            November 12, 1998).

Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus shall be deemed to be
modified or superseded to the extent that a statement contained into this
prospectus, or in any other subsequently filed document which is or is
deemed to be incorporated by reference into this prospectus, modifies or
supersedes any such statement.  Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

      You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

                              Secretary
                              AMLI Residential Properties Trust
                              125 South Wacker Drive
                              Chicago, IL 60606
                              (312) 443-1477

                                    23
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents listed in (1) through (4) below are incorporated by
reference in this Registration Statement; and all documents subsequently
filed by the Registrant and the Amli Residential Properties 401(k) Plan
(the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.

      (1)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004;

      (2)   The Registrant's Quarterly Report on Form 10-Q for the fiscal
            quarter ended March 31, 2005;

      (3)   The Registrant's Current Reports on Form 8-K filed April 5,
            2005, April 28, 2005 and May 13, 2005;

      (4)   Description of the Common Shares included in the Registration
            Statement on Form 8-A (filed February 1, 1994);

      (5)   Description of the Preferred Share Purchase Rights included in
            the Registration Statement on Form 8-A (filed November 12,
            1998); and

      (6)   The Plan's Annual Report on Form 11-K for the fiscal year ended
            December 31, 2004.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.

      As permitted by Maryland law, the registrant's declaration of trust
provides that a trustee or officer of the registrant will not be liable for
money damages to the registrant or its shareholders for any act or omission
in the performance of his or her duties, except to the extent that (1) the
person actually received an improper benefit or (2) the person's action or
failure to act was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated.

      The registrant's officers and trustees are and will be indemnified
under the registrant's declaration of trust or bylaws against certain
liabilities. The registrant's bylaws (as adopted in accordance with the
registrant's declaration of trust) require the registrant to indemnify its
trustees and officers against claims and liabilities and reasonable
expenses actually incurred by them in connection with any claim or
liability by reason of their services in those or other capacities unless
it is established that:

                                   II-1
1.    the act or omission of the trustee or officer was material to
            the matter giving rise to the proceeding and was committed in
            bad faith or was the result of active and deliberate
            dishonesty;

      2.    the trustee or officer actually received an improper personal
            benefit; or

      3.    in the case of any criminal proceeding, the trustee had
            reasonable cause to believe that the act or omission was
            unlawful.

      However, the registrant may not indemnify for an adverse judgment in
a suit by or in the right of the registrant, or for a judgment that a
personal benefit was improperly received, except for expenses if ordered by
a court of competent jurisdiction. As permitted by Maryland law, the
registrant's declaration of trust or bylaws allow the registrant to advance
reasonable expenses to a trustee or officer upon the registrant's receipt
of (1) a written affirmation by the trustee or officer of his or her good
faith belief that he or she has met the standard of conduct necessary for
indemnification by the registrant and (2) a written statement by him or her
to repay the amount paid or reimbursed by the registrant if it is
ultimately determined that the trustee did not meet the standard of
conduct. Additionally, the registrant has entered into indemnification
agreements with its officers and trustees providing substantially the same
scope of coverage afforded by provisions in the registrant's declaration of
trust and bylaws.

      It is expected that forms of underwriting agreements that may be
filed in connection with this registration statement will provide for
reciprocal indemnification by the underwriters, and their respective
directors, officers and controlling persons, against certain liabilities
under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      The Common Shares of Beneficial Interest covered by the resale
prospectus which is a part of this Registration Statement were acquired by
the Selling Shareholders in transactions which were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended.  Such shares were acquired solely in connection with offers made
to participants in the Retirement Savings Plan.

ITEM 8.  EXHIBITS.

      See the Exhibit Index which is hereby incorporated by reference.

ITEM 9.  UNDERTAKINGS.

      The undersigned Registrant hereby undertakes:

      (a)   To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration
            Statement:

            (i)   To include any Prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

            (ii)  To reflect in the Prospectus any facts or events arising
                  after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof)
                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement.  Notwithstanding the foregoing,
                  any increase or decrease in volume of securities offered

                                   II-2
(if the total dollar value of securities offered would
                  not exceed that which was registered) and any deviation
                  from the low or high and of the estimated maximum
                  offering range may be reflected in the form of prospectus
                  filed with the Commission pursuant to Rule 424(b) if, in
                  the aggregate, the changes in volume and price represent
                  no more than 20 percent change in the maximum aggregate
                  offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement;

            (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do
                  not apply if the Registration Statement is on Form S-3,
                  Form S-8 or Form F-3, and the information required to be
                  included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Commission by the Registrant pursuant to
                  Section 13 or 15(d) of the Securities Exchange Act of
                  1934 that are incorporated by reference in the
                  Registration Statement.

      (b)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment
            shall be deemed to be a new registration statement relating to
            the securities offered therein, and the offering of such
            securities at that time shall be deemed to be the initial bona
            fide offering thereof.

      (c)   To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain
            unsold at the termination of the offering.

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6 of this Registration Statement, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such Trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                   II-3
POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of Amli Residential
Properties Trust, a Maryland real estate investment trust, the Amli
Residential Properties 401(k) Plan and each of the undersigned Trustees and
officers of Amli Residential Properties Trust, hereby constitutes and
appoints Gregory T. Mutz, John E. Allen, Allan J. Sweet and Charles C.
Kraft, its, his or her true and lawful attorneys-in-fact and agents, for
it, him or her and in its, his or her name, place and stead, in any and all
capacities, with full power to act alone, to sign any and all amendments to
this Registration Statement, and to file each such amendment to this
Registration Statement with all exhibits thereto, and any and all documents
in connection therewith, with the Securities and Exchange Commission,
hereby granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
required and necessary to be done, as fully and to all intents and purposes
as it, he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

                                   II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
the 28th day of June, 2005.

                              Amli Residential Properties Trust

                              By:   /s/ Allan J. Sweet
                                    ------------------------------
                                    Allan J. Sweet
                                    Its:  President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 28th day of June, 2005.

Signature                     Title
---------                     ------

/s/ Gregory T. Mutz         Trustee and Chairman of the Board of Trustees
------------------------    (Principal Executive Officer)
Gregory T. Mutz

John E. Allen               Trustee and Vice-Chairman of the
------------------------    Board of Trustees
John E. Allen

/s/ Allan J. Sweet          Trustee and President
------------------------
Allan J. Sweet

/s/ Philip N. Tague         Trustee and Executive Vice President
------------------------
Philip N. Tague

/s/ Laura D. Gates          Trustee
------------------------
Laura D. Gates

/s/ Marc S. Heilweil        Trustee
------------------------
Marc S. Heilweil

Stephen G. McConahey        Trustee
------------------------
Stephen G. McConahey

/s/ Bruce Bickner           Trustee
------------------------
Bruce Bickner

John G. Schreiber           Trustee
------------------------
John G. Schreiber

/s/ Robert J. Chapman       Chief Financial Officer
------------------------    (Principal Financial Officer)
Robert J. Chapman

/s/ Charles C. Kraft        Principal Accounting Officer
------------------------
Charles C. Kraft

                                   II-5
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 28th day of June, 2005.

                              AMLI RESIDENTIAL PROPERTIES 401(k) PLAN

                              By:   AMLI MANAGEMENT COMPANY, as Plan
                                    Administrator of the
                                    AMLI Residential Properties 401(k) Plan

                                    By:   /s/ Mark T. Evans
                                          ------------------------------
                                          Mark T. Evans
                                          Director

                                    By:   /s/ Stephen F. Hallsey
                                          ------------------------------
                                          Steven F. Hallsey
                                          Director

                                    By:   /s/ Philip N. Tague
                                          ------------------------------
                                          Philip N. Tague
                                          Director

                                   II-6
EXHIBIT INDEX

EXHIBIT     DOCUMENT DESCRIPTION
-------     --------------------

4.1         Amended and Restated Declaration of Trust of the Registrant
            (Incorporated by reference to Exhibit 3.1 to Registration
            Statement No. 33-71566).

4.1(a)      Articles Supplementary Classifying a Series of Preferred Shares
            as Series A Cumulative Convertible Preferred Shares of
            Beneficial Interest (Incorporated by Reference to Exhibit 4.9
            to the Registrant's Current Report on Form 8-K dated
            January 30, 1996).

4.1(b)      Articles Supplementary Classifying a Series of Preferred Shares
            as Series B Cumulative Convertible Preferred Shares of
            Beneficial Interest (Incorporated by reference to Exhibit 4 to
            the Registrant's Quarterly Report on Form 10-Q for the quarter
            ended March 31, 1998).

4.1(c)      Articles Supplementary Classifying and Designating a Series of
            Preferred Shares as Series D Cumulative Convertible Redeemable
            Preferred Shares of Beneficial Interest (Incorporated by
            reference to exhibit 4.2 to the Registrant's Quarterly Report
            on Form 10-Q for the quarter ended September 30, 2001).

4.2         Rights Agreement, dated as of November 2, 1998, between the
            Registrant and Harris Trust and Savings Bank, as Rights Agent,
            including Exhibit A thereto (Form of Articles Supplementary
            relating to the Series C Junior Participating Preferred Shares)
            and Exhibit B thereto (Form of Rights Certificate)(Incorporated
            by reference to Exhibit 4 to the Registrant's Quarterly Report
            on Form 10-Q for the quarter ended September 30, 1998).

4.3         Amended and Restated By-laws of the Registrant (Incorporated by
            reference to Exhibit 3.1 to the Registrant's Quarterly Report
            on Form 10-Q for the quarter ended September 30, 2001).

4.4         First Amendment to the Amended and Restated By-laws of the
            Registrant (Incorporated by reference to exhibit 3.1 to the
            Registrant's current report on Form 8-K dated August 7, 2003).

4.5         Form of Share Certificate for Common Shares of Beneficial
            Interests (Incorporated by reference to Exhibit 4.1 to
            Registration Statement No. 33-71566).

8.1         Opinion of Mayer, Brown, Rowe & Maw LLP.

8.2         The Registrant has submitted the Plan and any amendments
            thereto to the Internal Revenue Service (the "IRS") in a timely
            manner and has made all changes required by the IRS in order to
            qualify the Plan.

23.1        Consent of KPMG LLP.

23.2        Consent of KPMG LLP

23.3        Consent of Reznick Group, P.C.

23.4        Consent of Altschuler, Melvoin and Glasser LLP

23.5        Consent of Mayer, Brown, Rowe & Maw LLP (Included in the
            opinion filed as Exhibit 8.1 hereto).

24          Power of Attorney (included at page II-4 hereof).