3,000,000 Shares





               AMLI RESIDENTIAL PROPERTIES TRUST



             COMMON SHARES OF BENEFICIAL INTEREST,

                   PAR VALUE $0.01 PER SHARE









                    UNDERWRITING AGREEMENT































March 16, 2004







{PAGE}













                              March 16, 2004









Lehman Brothers Inc.

As Representative of the Several Underwriters

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019





Dear Sirs and Mesdames:



     Amli Residential Properties Trust, a real estate investment trust

under the laws of the State of Maryland (the "Company"), proposes to issue

and sell to the several Underwriters named on Schedule I hereto (the

"Underwriters") 3,000,000 shares of its common shares of beneficial

interest, par value $0.01 per share (the "Firm Shares").  The Company also

proposes to issue and sell to the several Underwriters not more than an

additional 450,000 common shares of beneficial interest, par value $0.01

per share (the "Additional Shares"), if and to the extent that you, as

representative of the Underwriters, shall have determined to exercise, on

behalf of the Underwriters, the right to purchase such common shares of

beneficial interest granted to the Underwriters in Section 2 hereof. The

Firm Shares and the Additional Shares are hereinafter collectively referred

to as the "Shares." The common shares of beneficial interest, par value

$0.01 per share, of the Company to be outstanding after giving effect to

the sales contemplated hereby are hereinafter referred to as the "Common

Shares."



     The Company has filed with the Securities and Exchange Commission

(the "Commission") registration statements (File Nos. 033-93120 and 333-

110669), including a prospectus, relating to the Shares.  The term

"Registration Statement" means such registration statements, including the

exhibits thereto, as amended to the date of this Agreement.  The term "Base

Prospectus" means the prospectus included in the Registration Statement.

If the Company has filed or files an abbreviated registration statement to

register additional shares of Common Shares pursuant to Rule 462(b) (the

"Rule 462 Registration Statement") under the Securities Act of 1933, as

amended (the "Securities Act"), then any reference herein to the term

"Registration Statement" shall be deemed to include such Rule 462

Registration Statement.



     The Company has filed with, or transmitted for filing to, or shall

promptly hereafter file with or transmit for filing to, the Commission a

prospectus supplement (the "Prospectus Supplement") specifically relating

to the Shares, pursuant to Rule 424 under the Securities Act.



     The term "Prospectus" means the Prospectus Supplement together with

the Base Prospectus.  The term "Preliminary Prospectus" means a preliminary

prospectus supplement specifically relating to the Shares together with the

Base Prospectus.  As used herein, the terms "Base Prospectus,"

"Prospectus," "preliminary prospectus" and "Registration Statement" shall

include all amendments and supplements thereto and in each case the

documents, if any, incorporated or deemed to be incorporated by reference

therein (it being understood that any statement contained in a document

incorporated or deemed to be incorporated by reference in the Base

Prospectus, preliminary prospectus, Prospectus or Registration Statement

shall not be deemed to constitute a part thereof to the extent modified or













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superseded by a statement contained in any subsequently filed document

which also is or is deemed to be incorporated by reference therein).  The

terms "supplement" and "amendment" or "amend" as used in this Agreement

shall include all documents filed subsequent to the date of the Base

Prospectus, as the case may be, by the Company with the Commission pursuant

to the Securities Exchange Act of 1934, as amended (the "Exchange Act"),

that are deemed to be incorporated by reference in the Prospectus.  As

described in the Prospectus, the Company owns partnership interests in Amli

Residential Properties, L.P., a Delaware limited partnership (the

"Operating Partnership").  The term "Service Companies" includes Amli

Management Company (the "Management Company"), Amli Institutional Advisors,

Inc. ("AIA") and Amli Residential Construction, LLC ("Amrescon").

Capitalized terms used herein but not otherwise defined shall have the

respective meanings ascribed to such terms in the Prospectus.



     1.   REPRESENTATIONS AND WARRANTIES.  Each of the Company and the

Operating Partnership jointly and severally represents and warrants to and

agrees with each of the Underwriters that:



          (a)  The Company meets the requirements for the use of

     Form S-3 under the Securities Act; the Registration Statement has

     become effective; no stop order suspending the effectiveness of the

     Registration Statement is in effect, and no proceedings for such

     purpose are pending before or, to the knowledge of the Company,

     threatened by the Commission.



          (b)  (i) Each document, if any, filed or to be filed pursuant

     to the Exchange Act and incorporated by reference in the Prospectus

     complied or will comply when so filed in all material respects with

     the Exchange Act and the applicable rules and regulations of the

     Commission thereunder and none of such documents contained or will

     contain any untrue statement of a material fact or omitted or will

     omit to state a material fact required to be stated therein or

     necessary to make the statements therein not misleading, (ii) the

     Registration Statement, when it became effective, did not contain

     and, as amended or supplemented, if applicable, will not contain any

     untrue statement of a material fact or omit to state a material fact

     required to be stated therein or necessary to make the statements

     therein not misleading, (iii) the Registration Statement and the

     Prospectus comply and, as amended or supplemented, if applicable,

     will comply in all material respects with the Securities Act and the

     applicable rules and regulations of the Commission thereunder and

     (iv) the Prospectus does not contain and, as amended or supplemented,

     if applicable, will not contain any untrue statement of a material

     fact or omit to state a material fact necessary to make the

     statements therein, in the light of the circumstances under which

     they were made, not misleading, except that the representations and

     warranties set forth in this paragraph do not apply to statements or

     omissions in the Registration Statement or the Prospectus based upon

     information relating to the Underwriters furnished to the Company in

     writing by the Underwriters through you expressly for use therein.



          (c)  (i) As described in the Prospectus, as of the date hereof

     and as of the Closing Date or any Option Closing Date (as hereinafter

     defined), the Company is and will be the sole general partner of, and

     does and will (assuming no conversion of outstanding units in the

     Operating Partnership (the "Units") for Common Shares or exercises of

     outstanding convertible securities of the Company or the Operating

     Partnership prior to the Closing Date, and subject to adjustment to

     reflect the issuance of the Firm Shares as of any Option Closing

     Date) own an approximately 94% partnership interest in, the Operating

     Partnership, (ii) except as described in the Prospectus, the

     Operating Partnership does and will directly, indirectly or through

     co-investment joint ventures own each of the 76 multi-family

     apartment communities (the "Properties") defined in the Company's

     Annual Report on Form 10-K for the year ended December 31, 2003 and

     incorporated by reference into the Prospectus as "The Communities,"

     (except for Downtown Austin which is subject to a ground lease (the





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{PAGE}





     "Ground Lease")) (iii) the Operating Partnership is and will be the

     sole general partner (except in the case of co-investment joint

     ventures which constitute general partnerships) or managing member of

     each of the co-investment joint ventures (the "Co-Investment Joint

     Ventures") which own the Co-Investment Communities as described in

     the Company's Annual Report on Form 10-K for the year ended

     December 31, 2003 and incorporated by reference into the Prospectus,

     (iv) the Operating Partnership does and will own (A) 100% of the

     capital stock of AIA, (B) 100% of the preferred stock of the

     Management Company and (C) 1,000 of the 1,056 outstanding shares of

     common stock of the Management Company, and the Management Company

     does own and will own 100% of the membership interests in Amrescon

     and (v) the Operating Partnership does and will own certain parcels

     of land described in the Prospectus upon which it intends to commence

     development (the "Land Parcels").  For purposes of this Agreement,

     the Service Companies and the Co-Investment Joint Ventures are

     collectively referred to as the "Subsidiaries."



          (d)  The Company has been duly organized, is validly existing

     as a real estate investment trust in good standing under the laws of

     the jurisdiction of its organization, has the power and authority to

     own its property and to conduct its business as described in the

     Prospectus and is duly qualified to transact business and is in good

     standing in each jurisdiction in which the conduct of its business or

     its ownership or leasing of property requires such qualification,

     except to the extent that the failure to be so qualified or be in

     good standing would not have a material adverse effect on the

     Company, the Operating Partnership and the Subsidiaries, taken as a

     whole.



          (e)  Each of the Service Companies has been duly incorporated,

     is validly existing as a corporation or limited liability company in

     good standing under the laws of the jurisdiction of its

     incorporation, has the corporate or limited liability company power

     and authority to own its property and to conduct its business as

     described in the Prospectus and is duly qualified to transact

     business and is in good standing in each jurisdiction in which the

     conduct of its business or its ownership or leasing of property

     requires such qualification, except to the extent that the failure to

     be so qualified or be in good standing would not have a material

     adverse effect on the Company, the Operating Partnership and the

     Subsidiaries, taken as a whole.  All of the issued shares of capital

     stock of each of AIA and the Management Company have been duly and

     validly authorized and issued, are fully paid and non-assessable,

     free and clear of all liens, encumbrances, equities or claims.



          (f)  The Operating Partnership has been duly formed and is

     validly existing as a limited partnership in good standing under the

     laws of the jurisdiction of its formation, has the partnership power

     and authority to own its property and to conduct its business as

     described in the Prospectus and is duly qualified to transact

     business and is in good standing in each jurisdiction in which the

     conduct of its business or its ownership or leasing of property

     requires such qualification, except to the extent that the failure to

     be so qualified or be in good standing would not have a material

     adverse effect on the Company, the Operating Partnership and the

     Subsidiaries, taken as a whole.  The Operating Partnership and the

     other subsidiaries identified in the Registration Statement are the

     only subsidiaries of the Company required to be identified as such in

     the Company's Annual Report on Form 10-K pursuant to Item 601 of

     Regulation S-K.



















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{PAGE}





          (g)  Each Co-Investment Joint Venture has been duly formed and

     is validly existing as a limited or general partnership or limited

     liability company, as the case may be, in good standing (in the case

     of each limited partnership or limited liability company) under the

     laws of the jurisdiction of its formation, has the partnership power

     and authority to own its property and to conduct its business as

     described in the Prospectus and is duly qualified to transact

     business and is in good standing in each jurisdiction in which the

     conduct of its business or its ownership or leasing of property

     requires such qualification, except to the extent that the failure to

     be so qualified or be in good standing would not have a material

     adverse effect on the Company, the Operating Partnership and the

     Subsidiaries, taken as a whole.  As of the Closing Date or any Option

     Closing Date, as applicable, all of the partnership or limited

     liability company interests of each Co-Investment Joint Venture will

     be duly authorized for issuance and validly issued and fully paid, in

     each case free and clear of any security interest, mortgage, pledge,

     lien, encumbrance, claim or equity.  Each partnership agreement

     relating to a Co-Investment Joint Venture is in full force and

     effect.



          (h)  This Agreement has been duly authorized, executed and

     delivered by the Company and the Operating Partnership.



          (i)  The authorized shares of beneficial interest of the

     Company conform as to legal matters to the description thereof

     contained in the Prospectus.



          (j)  The Common Shares outstanding prior to the issuance of

     the Shares have been duly authorized and are validly issued, fully

     paid and non-assessable; and the Company has duly reserved a

     sufficient number of Common Shares for issuance upon exchange of

     outstanding Units.



          (k)  The Shares have been duly authorized and, when issued and

     delivered in accordance with the terms of this Agreement and in the

     manner described in the Prospectus, will be validly issued, fully

     paid and non-assessable, and the issuance of such Shares will not be

     subject to any preemptive or similar rights.



          (l)  The execution and delivery by the Company and the

     Operating Partnership of, and the performance by each of the Company

     and the Operating Partnership of its obligations under, this

     Agreement will not contravene any provision of applicable law or the

     declaration of trust or by-laws of the Company or the partnership

     agreement of the Operating Partnership or any agreement or other

     instrument binding upon the Company, the Operating Partnership and

     the Subsidiaries that is material to the Company, the Operating

     Partnership and the Subsidiaries, taken as a whole, or any judgment,

     order or decree of any governmental body, agency or court having

     jurisdiction over the Company, the Operating Partnership or any

     Subsidiary, and no consent, approval, authorization or order of, or

     qualification with, any governmental body or agency is required for

     the performance by either of the Company or the Operating Partnership

     of its obligations under this Agreement, except such as may be

     required by the securities or Blue Sky laws of the various states in

     connection with the offer and sale of the Shares.



          (m)  There has not occurred any material adverse change, or

     any development involving a prospective material adverse change, in

     the condition, financial or otherwise, or in the earnings, business

     or operations of the Company, the Operating Partnership and the

     Subsidiaries, taken as a whole, from that set forth in the

     Prospectus.













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          (n)  Since the respective dates as of which information is

     given in the Prospectus, except as otherwise stated therein, (A)

     there have been no transactions entered into by the Company, the

     Operating Partnership or any of the Subsidiaries, other than those in

     the ordinary course of business, which are material with respect to

     the Properties (taken as a whole) or to the Company, (B) there has

     been no casualty loss or condemnation or other adverse event with

     respect to any Property that is material with respect to the

     Properties (taken as a whole), (C) there has been no dividend or

     distribution of any kind declared, paid or made by the Company or the

     Service Companies on any class of their capital stock or shares of

     beneficial interest or by the Operating Partnership or any Co-

     Investment Joint Venture with respect to their partnership interests,

     and (D) there has been no change in the capital stock or shares of

     beneficial interest of the Company or the Service Companies or in the

     partnership interests of the Operating Partnership or any Co-

     Investment Joint Venture, or any material increase in the

     indebtedness of the Company, the Operating Partnership or any of the

     Subsidiaries, taken as a whole.



          (o)  There are no legal or governmental proceedings pending

     or, to the knowledge of the Company, threatened to which the Company

     or any of its subsidiaries is a party or to which any of the

     properties of the Company or any of its subsidiaries is subject that

     are required to be described in the Registration Statement or the

     Prospectus and are not so described or any statutes, regulations,

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