As filed with the Securities and Exchange Commission on May 31, 2002
                                                              File No. 333-_____
                       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                                                  36-3925916
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                             125 South Wacker Drive
                                   Suite 3100
                             Chicago, Illinois 60606
                    (Address of principal executive offices)

        AMLI Residential Properties 2002 Trustee Share Compensation Plan
                            (Full title of the plan)

                                 Allan J. Sweet
                        AMLI Residential Properties Trust
                             125 South Wacker Drive
                             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
<TABLE>
<CAPTION>
<S>                                    <C>            <C>              <C>             <C>
                                                         Proposed
                                           Maximum        Maximum         Proposed
  Title of Securities                  Amount to be   Offering Price     Aggregate         Amount of
    to be Registered                   Registered 1/    Per Share /2   Offering Price   Registration Fee

Common Shares of Beneficial
Interest ($.01 par value) 3/           30,000 Shares     $24.775          $743,250         $68.38
</TABLE>

1.   Also registered hereby are an indeterminate number of additional
     Common Shares of Beneficial Interest that may become issuable pursuant
     to the antidilution provisions of the 2002 Trustee Share Compensation
     Plan.

2.   Pursuant to Rules 457(c) and (h)(1), computed on the basis of the
     average of the high and low sale prices of the Registrant's Common
     Shares on the New York Stock Exchange on May 23, 2002.

3.   Includes the related preferred share purchase rights.


                                     1
<PAGE>

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporated of documents by reference.

The following documents, which have heretofore been filed by AMLI
Residential Properties Trust (the "Company") with the Securities and
Exchange Commission (the "SEC") are incorporated by reference herein and
are deemed to be a part hereof:

     (a)  Form 10-K for the year ended December 31, 2001;

     (b)  Form 10-Q for the quarter ended March 31, 2002; and

     (c)  The description of the Common Shares and the related Preferred
          Share Purchase Rights contained in the Company's registration
          statements on Form 8-A filed with the SEC on February 2, 1994 and
          November 12, 1998, respectively.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 incorporated herein
by reference and shall be deemed a part hereof from the date of filing of
such documents.

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

The validity of the issuance of the common shares of beneficial interest,
$.01 par value per share, of the Company (the "Common Shares") and the
related preferred share purchase rights (the "Preferred Share Purchase
Rights") registered hereunder will be passed upon for the Company by the
law firm of Mayer, Brown, Rowe & Maw, Chicago, Illinois. Mayer, Brown, Rowe
& Maw has represented and is currently representing the Company and certain
of its affiliates.

Item 6.   Indemnification of Trustees and Officers.

As permitted by Maryland law, the Company's declaration of trust provides
that a trustee or officer of the Company will not be liable for money
damages to the Company or the 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 Company's officers and trustees are and will be indemnified under the
Company's declaration of trust and bylaws and the partnership agreement of
AMLI Residential Properties, L.P. ("AMLI L.P.") against certain
liabilities. The Company's declaration of trust requires the Company 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:

     (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.



                                     2
<PAGE>

However, the Company may not indemnify for an adverse judgment in a suit by
or in the right of the Company. As permitted by Maryland law, the Company's
declaration of trust allows the registrant to advance reasonable expenses
to a trustee upon the registrant's receipt of

     (1)  a written affirmation by the trustee of his or her good faith
          belief that he or she has met the standard of conduct necessary
          for indemnification by the Company; and

     (2)  a written undertaking by or on his or her behalf to repay the
          amount paid or reimbursed by the Company if it is ultimately
          determined that the trustee did not meet the standard of conduct.

Additionally, the Company has entered into indemnification agreements with
the Company's officers and trustees providing substantially the same scope
of coverage afforded by provisions in the Company's declaration of trust.

The partnership agreement of AMLI L.P. also provides for indemnification of
the Company and its officers and trustees to the same extent
indemnification is provided to officers and trustees of the Company in its
declaration of trust. The partnership agreement of AMLI L.P. limits the
liability of the Company to AMLI L.P. and its partners to the same extent
the liability of the Company's officers and trustees to the Company and its
shareholders is limited under the Company's declaration of trust.

Item 7. Exemption from Registration Claimed.

Not applicable

Item 8. Exhibits.

See Index to Exhibits.

Item 9. Undertakings.

A. Rule 415 Offering.

The undersigned Company hereby undertakes:

     1.   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 (the "Securities Act");

          (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;

          (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.1.i. and A.1.ii. do not
               apply if 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 SEC by the
               Company pursuant to Section 13 or 15(d) of the Exchange Act
               that are incorporated by reference in the registration
               statement.

     2.   That, for the purpose of determining any liability under the
          Securities Act, 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.

     3.   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.



                                     3
<PAGE>
B.   Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

C.   Request for Acceleration of Effective Date or Filing of Registration
     Statement on Form S-8.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to trustees, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 of this registration
statement, or otherwise, the Company has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a trustee, officer or
controlling person of the Company 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 Company
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 and will be governed by the final
adjudication of such issue.


                                     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 Chicago, Illinois, on May 31, 2002.

                             AMLI RESIDENTIAL PROPERTIES TRUST


                             By   /s/ Allan J. Sweet
                             Name: Allan J. Sweet
                             Title: President and Co-Chief Executive Officer


                             POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Gregory T. Mutz, John E. Allen, Allan J. Sweet and Charles C. Kraft, or any
one or more of them, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, to sign a registration statement filed with the
Securities and Exchange Commission pursuant to Rule 462(b) promulgated
under the Securities Act of 1933 and any and all amendments thereto, and to
file the same, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission,
granting to said attorneys-in-fact and agents full power and authority to
perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes and he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the
capacities and on the dates indicated.

Name                                        Title                       Date

/s/ Gregory T. Mutz     Chairman of Board of Trustees               May 31, 2002
    Gregory T. Mutz     (Principal Executive Officer)

/s/ Robert J. Chapman   Executive Vice President/Chief Financial    May 31, 2002
 Robert J. Chapman      Officer (Principal Financial Officer)

/s/ Charles C. Kraft    Senior Vice President and Treasurer         May 31, 2002
 Charles C. Kraft       (Principal Accounting Officer)

/s/ John E. Allen       Vice-Chairman of the Board of Trustees      May 31, 2002
 John E. Allen

/s/ Allan J. Sweet      Trustee and President and Co-Chief          May 31, 2002
 Allan J. Sweet         Executive Officer

/s/ Philip N. Tague     Trustee and Executive Vice President        May 31, 2002
 Philip N. Tague        and Co-Chief Executive Officer


____________________               Trustee                          May __, 2002
Laura D. Gates

/s/ Marc S. Heilweil               Trustee                          May 31, 2002
Marc S. Heilweil

/s/ Stephen G. McConahey           Trustee                          May 31, 2002
Stephen G. McConahey

____________________               Trustee                          May __, 2002
Quintin E. Primo  III

/s/ John G. Schreiber              Trustee                          May 31, 2002
John G. Schreiber


                                     5
<PAGE>
                             INDEX TO EXHIBITS

Exhibit
Number              Description of Document

3.1                 Amended and Restated Declaration of Trust of the
                    Company (incorporated by reference to exhibit 3.1 to
                    Registration Statement No. 33-71566)

3.2                 Amended and Restated By-laws of the Registrant
                    (incorporated by reference to exhibit 3.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 2001)

3.3                 Articles Supplementary to the Amended and Restated
                    Declaration of Trust of the Company classifying shares
                    of beneficial interest in the Company as Series A
                    Cumulative Convertible Preferred Shares of Beneficial
                    Interest (incorporated by reference to exhibit 4.9 to
                    the Company's Current Report on Form 8-K dated January
                    30, 1996)

3.4                 Articles Supplementary to the Amended and Restated
                    Declaration of Trust of the Company classifying shares
                    of beneficial interest in the Company as Series B
                    Cumulative Convertible Preferred Shares of Beneficial
                    Interest (incorporated by reference to exhibit 4 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1998)

3.5                 Articles Supplementary to the Amended and Restated
                    Declaration of Trust of the Company classifying
                    unissued shares of beneficial interest in the Company
                    as Series C Junior Participating Preferred Shares
                    (incorporated by reference to exhibit 3.5 to
                    Registration Statement No. 333-70076)

3.6                 Articles Supplementary to the Amended and Restated
                    Declaration of Trust of the Company classifying shares
                    of beneficial interest in the Company as Series D
                    Cumulative Convertible Preferred Shares of Beneficial
                    Interest (incorporated by reference to exhibit 4.2 to
                    the Company's Quarterly Report on Form 10-Q for the
                    quarter ended September 30, 2001)

4.1                 Form of Common Share Certificate (incorporated by
                    reference to exhibit 4.1 to Registration Statement No.
                    33-71566)

4.2                 Rights Agreement, dated as of November 2, 1998, between
                    the Company 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 Company's Quarterly Report on Form
                    10-Q for the quarter ended September 30, 1998)

5.                  Opinion of Mayer, Brown & Platt 23.1 Consent of KPMG
                    LLP 23.2 Consent of Mayer, Brown & Platt (included in
                    Exhibit 5) 24.1 Power of Attorney (included on
                    signature page)
[{"type": "S-8", "sequence": "1", "filename": "forms8-30.txt", "secsgml_size_bytes": 18526}]
{"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": "333-89598", "film-number": "02668218"}, "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"}}
As filed with the Securities and Exchange Commission on May 31, 2002
                                                              File No. 333-_____
                       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                                                  36-3925916
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                             125 South Wacker Drive
                                   Suite 3100
                             Chicago, Illinois 60606
                    (Address of principal executive offices)

        AMLI Residential Properties 2002 Trustee Share Compensation Plan
                            (Full title of the plan)

                                 Allan J. Sweet
                        AMLI Residential Properties Trust
                             125 South Wacker Drive
                             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
                                           Maximum        Maximum         Proposed
  Title of Securities                  Amount to be   Offering Price     Aggregate         Amount of
    to be Registered                   Registered 1/    Per Share /2   Offering Price   Registration Fee

Common Shares of Beneficial
Interest ($.01 par value) 3/           30,000 Shares     $24.775          $743,250         $68.38
1.   Also registered hereby are an indeterminate number of additional
     Common Shares of Beneficial Interest that may become issuable pursuant
     to the antidilution provisions of the 2002 Trustee Share Compensation
     Plan.

2.   Pursuant to Rules 457(c) and (h)(1), computed on the basis of the
     average of the high and low sale prices of the Registrant's Common
     Shares on the New York Stock Exchange on May 23, 2002.

3.   Includes the related preferred share purchase rights.

                                     1
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporated of documents by reference.

The following documents, which have heretofore been filed by AMLI
Residential Properties Trust (the "Company") with the Securities and
Exchange Commission (the "SEC") are incorporated by reference herein and
are deemed to be a part hereof:

     (a)  Form 10-K for the year ended December 31, 2001;

     (b)  Form 10-Q for the quarter ended March 31, 2002; and

     (c)  The description of the Common Shares and the related Preferred
          Share Purchase Rights contained in the Company's registration
          statements on Form 8-A filed with the SEC on February 2, 1994 and
          November 12, 1998, respectively.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 incorporated herein
by reference and shall be deemed a part hereof from the date of filing of
such documents.

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

The validity of the issuance of the common shares of beneficial interest,
$.01 par value per share, of the Company (the "Common Shares") and the
related preferred share purchase rights (the "Preferred Share Purchase
Rights") registered hereunder will be passed upon for the Company by the
law firm of Mayer, Brown, Rowe & Maw, Chicago, Illinois. Mayer, Brown, Rowe
& Maw has represented and is currently representing the Company and certain
of its affiliates.

Item 6.   Indemnification of Trustees and Officers.

As permitted by Maryland law, the Company's declaration of trust provides
that a trustee or officer of the Company will not be liable for money
damages to the Company or the 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 Company's officers and trustees are and will be indemnified under the
Company's declaration of trust and bylaws and the partnership agreement of
AMLI Residential Properties, L.P. ("AMLI L.P.") against certain
liabilities. The Company's declaration of trust requires the Company 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:

     (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.

                                     2
However, the Company may not indemnify for an adverse judgment in a suit by
or in the right of the Company. As permitted by Maryland law, the Company's
declaration of trust allows the registrant to advance reasonable expenses
to a trustee upon the registrant's receipt of

     (1)  a written affirmation by the trustee of his or her good faith
          belief that he or she has met the standard of conduct necessary
          for indemnification by the Company; and

     (2)  a written undertaking by or on his or her behalf to repay the
          amount paid or reimbursed by the Company if it is ultimately
          determined that the trustee did not meet the standard of conduct.

Additionally, the Company has entered into indemnification agreements with
the Company's officers and trustees providing substantially the same scope
of coverage afforded by provisions in the Company's declaration of trust.

The partnership agreement of AMLI L.P. also provides for indemnification of
the Company and its officers and trustees to the same extent
indemnification is provided to officers and trustees of the Company in its
declaration of trust. The partnership agreement of AMLI L.P. limits the
liability of the Company to AMLI L.P. and its partners to the same extent
the liability of the Company's officers and trustees to the Company and its
shareholders is limited under the Company's declaration of trust.

Item 7. Exemption from Registration Claimed.

Not applicable

Item 8. Exhibits.

See Index to Exhibits.

Item 9. Undertakings.

A. Rule 415 Offering.

The undersigned Company hereby undertakes:

     1.   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 (the "Securities Act");

          (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;

          (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.1.i. and A.1.ii. do not
               apply if 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 SEC by the
               Company pursuant to Section 13 or 15(d) of the Exchange Act
               that are incorporated by reference in the registration
               statement.

     2.   That, for the purpose of determining any liability under the
          Securities Act, 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.

     3.   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.

                                     3
B.   Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

C.   Request for Acceleration of Effective Date or Filing of Registration
     Statement on Form S-8.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to trustees, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 of this registration
statement, or otherwise, the Company has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a trustee, officer or
controlling person of the Company 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 Company
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 and will be governed by the final
adjudication of such issue.

                                     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 Chicago, Illinois, on May 31, 2002.

                             AMLI RESIDENTIAL PROPERTIES TRUST

                             By   /s/ Allan J. Sweet
                             Name: Allan J. Sweet
                             Title: President and Co-Chief Executive Officer

                             POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Gregory T. Mutz, John E. Allen, Allan J. Sweet and Charles C. Kraft, or any
one or more of them, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, to sign a registration statement filed with the
Securities and Exchange Commission pursuant to Rule 462(b) promulgated
under the Securities Act of 1933 and any and all amendments thereto, and to
file the same, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission,
granting to said attorneys-in-fact and agents full power and authority to
perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes and he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the
capacities and on the dates indicated.

Name                                        Title                       Date

/s/ Gregory T. Mutz     Chairman of Board of Trustees               May 31, 2002
    Gregory T. Mutz     (Principal Executive Officer)

/s/ Robert J. Chapman   Executive Vice President/Chief Financial    May 31, 2002
 Robert J. Chapman      Officer (Principal Financial Officer)

/s/ Charles C. Kraft    Senior Vice President and Treasurer         May 31, 2002
 Charles C. Kraft       (Principal Accounting Officer)

/s/ John E. Allen       Vice-Chairman of the Board of Trustees      May 31, 2002
 John E. Allen

/s/ Allan J. Sweet      Trustee and President and Co-Chief          May 31, 2002
 Allan J. Sweet         Executive Officer

/s/ Philip N. Tague     Trustee and Executive Vice President        May 31, 2002
 Philip N. Tague        and Co-Chief Executive Officer

____________________               Trustee                          May __, 2002
Laura D. Gates

/s/ Marc S. Heilweil               Trustee                          May 31, 2002
Marc S. Heilweil

/s/ Stephen G. McConahey           Trustee                          May 31, 2002
Stephen G. McConahey

____________________               Trustee                          May __, 2002
Quintin E. Primo  III

/s/ John G. Schreiber              Trustee                          May 31, 2002
John G. Schreiber

                                     5
INDEX TO EXHIBITS

Exhibit
Number              Description of Document

3.1                 Amended and Restated Declaration of Trust of the
                    Company (incorporated by reference to exhibit 3.1 to
                    Registration Statement No. 33-71566)

3.2                 Amended and Restated By-laws of the Registrant
                    (incorporated by reference to exhibit 3.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 2001)

3.3                 Articles Supplementary to the Amended and Restated
                    Declaration of Trust of the Company classifying shares
                    of beneficial interest in the Company as Series A
                    Cumulative Convertible Preferred Shares of Beneficial
                    Interest (incorporated by reference to exhibit 4.9 to
                    the Company's Current Report on Form 8-K dated January
                    30, 1996)

3.4                 Articles Supplementary to the Amended and Restated
                    Declaration of Trust of the Company classifying shares
                    of beneficial interest in the Company as Series B
                    Cumulative Convertible Preferred Shares of Beneficial
                    Interest (incorporated by reference to exhibit 4 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1998)

3.5                 Articles Supplementary to the Amended and Restated
                    Declaration of Trust of the Company classifying
                    unissued shares of beneficial interest in the Company
                    as Series C Junior Participating Preferred Shares
                    (incorporated by reference to exhibit 3.5 to
                    Registration Statement No. 333-70076)

3.6                 Articles Supplementary to the Amended and Restated
                    Declaration of Trust of the Company classifying shares
                    of beneficial interest in the Company as Series D
                    Cumulative Convertible Preferred Shares of Beneficial
                    Interest (incorporated by reference to exhibit 4.2 to
                    the Company's Quarterly Report on Form 10-Q for the
                    quarter ended September 30, 2001)

4.1                 Form of Common Share Certificate (incorporated by
                    reference to exhibit 4.1 to Registration Statement No.
                    33-71566)

4.2                 Rights Agreement, dated as of November 2, 1998, between
                    the Company 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 Company's Quarterly Report on Form
                    10-Q for the quarter ended September 30, 1998)

5.                  Opinion of Mayer, Brown & Platt 23.1 Consent of KPMG
                    LLP 23.2 Consent of Mayer, Brown & Platt (included in
                    Exhibit 5) 24.1 Power of Attorney (included on
                    signature page)