AMLI RESIDENTIAL PROPERTIES TRUST



                        ARTICLES SUPPLEMENTARY



              SERIES D CUMULATIVE CONVERTIBLE REDEEMABLE

                PREFERRED SHARES OF BENEFICIAL INTEREST

                      (Par Value $0.01 Per Share)



     AMLI Residential Properties Trust, a Maryland real estate investment

trust (hereinafter called the "Company"), hereby certifies to the

Department of Assessments and Taxation of the State of Maryland that:



     FIRST:  The Board of Trustees of the Company has classified and

designated 1,000,000 unissued preferred shares of beneficial interest, par

value $0.01 per share, of the Company as Series D Cumulative Convertible

Redeemable Preferred Shares ("Series D Preferred Shares"), with the

preferences, rights, voting powers, restrictions, limitations as to

distributions, qualifications and terms and conditions of redemption

thereof as follows, which upon any restatement of the Company's Declaration

of Trust (the "Declaration of Trust") shall be made part of Article 2

thereof, with any necessary or appropriate changes to the enumeration or

lettering of sections or subsections hereof:



     SECTION 1.  NUMBER OF SHARES AND DESIGNATION. The Series D Preferred

Shares shall be designated as "Series D Cumulative Convertible Redeemable

Preferred Shares" and the authorized number of Series D Preferred Shares

constituting such series shall be 1,000,000, which number may be decreased

from time to time by the Board pursuant to Section 7 upon reacquisition

thereof in any manner, or by retirement thereof.



     SECTION 2.  DEFINITIONS.  For purposes of the Series D Preferred

Shares, the following terms shall have the meanings indicated:



     "Acquired Shares" shall have the meaning set forth in

Section 8(d)(iv).



     "Affiliate" shall mean, with respect to any Person, a Person which

directly, or indirectly through one or more intermediaries, controls or is

controlled by, or is under common control with, the Person specified.



     "Base Amount" shall mean an amount equal to $25.00 per share.



     "Base Common Share Distribution" shall have the meaning set forth in

paragraph (a) of Section 10.



     "Board" shall mean the Board of Trustees of the Company or any

committee authorized by such Board of Trustees to perform any of its

responsibilities with respect to the Series D Preferred Shares.



     "Business Day" shall mean any day other than a Saturday, Sunday or a

day on which day state or federally chartered banking institutions in

Chicago, Illinois are not required to be open.



     "Call Date" shall have the meaning set forth in Section 5(b).



     "Change of Control" shall have the meaning set forth in Section 6(b).



     "Common Shares" shall mean the common shares of beneficial interest,

par value $0.01 per share, of the Company.







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     "Conversion Price" shall mean the conversion price per Common Share

for which each Series D Preferred Share is convertible, as such Conversion

Price may be adjusted pursuant to Section 8(d).  The initial Conversion

Price shall be $27.75 (equivalent to an initial conversion ratio of 0.9009

of one Common Share for each Series D Preferred Share).



     "Covenant Failure" shall have the meaning set forth in Section 13(a).



     "Current Market Price" of publicly traded Common Shares or any other

class or series of beneficial interest or other security of the Company or

of any similar security of any other issuer for any day shall mean the

closing price, regular way on such day, or, if no sale takes place on such

day, the average of the reported closing bid and asked prices regular way

on such day, in either case as reported on the principal national

securities exchange on which such securities are listed or admitted for

trading, or, if such security is not quoted on any national securities

exchange, on the National Market of the National Association of Securities

Dealers, Inc. Automated Quotation System ("NASDAQ") or, if such security is

not quoted on the NASDAQ National Market, the average of the closing bid

and asked prices on such day in the over-the-counter market as reported by

NASDAQ or, if bid and asked prices for such security on such day are not

reported through NASDAQ, the average of the bid and asked prices on such

day as furnished by any New York Stock Exchange or National Association of

Securities Dealers, Inc. member firm regularly making a market in such

security selected for such purpose by the Chief Executive Officer of the

Company or the Board or if any class or series of securities is not

publicly traded, the fair value of the shares of such class or series as

determined reasonably and in good faith by the Board.



     "Distribution Payment Date" shall mean, with respect to any

Distribution Period, (a) the date that cash distributions are made on the

Common Shares with respect to such Distribution Period or (b) if such

distributions have not been paid on the Common Shares by 9:00 a.m., New

York City time, on the sixtieth day from and including the last day of such

Distribution Period, then on such day; provided, further, that if any

Distribution Payment Date falls on any day other than a Business Day, the

distribution payment payable on such Distribution Payment Date shall be

paid on the Business Day immediately following such Distribution Payment

Date.



     "Distribution Periods" shall mean the Initial Distribution Period and

each subsequent quarterly distribution period commencing on and including

January 1, April 1, July 1, and October 1 of each year and ending on and

including the day preceding the first day of the next succeeding

Distribution Period, other than the Distribution Period during which any

Series D Preferred Share is redeemed pursuant to Section 5, which shall end

on and include the Call Date with respect to the Series D Preferred Shares

being redeemed.



     "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended.



     "Expiration Time" shall have the meaning set forth in

Section 8(d)(iv).



     "Fair Market Value" shall mean the average of the daily Current

Market Prices of a Common Share during the twenty (20) consecutive Trading

Days immediately preceding the fifth Business Day prior to the earlier of

the day in question and the day before the "ex" date with respect to the

issuance or distribution requiring such computation.  The term "ex' date,"

when used with respect to any issuance or distribution, means the first day

on which Common Shares trade regular way, without the right to receive such

issuance or distribution, on the exchange or in the market, as the case may

be, used to determine that day's Current Market Price.







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     "Initial Distribution Period" shall mean the period commencing on and

including the Initial Issue Date and ending on and including December 31,

2001.



     "Initial Issue Date" shall mean the date on which the first Series D

Preferred Shares are issued.



     "Interest" shall have the meaning set forth in Section 3(b).



     "Investor" shall mean The Equitable Life Assurance Society of the

United States and one or more other investors identified by the Company and

reasonably acceptable to Lend Lease Capital Markets, Inc.



     "Issue Date" shall mean the date on which the Company shall initially

issue any Series D Preferred Share, regardless of the number of times

transfer of such Series D Preferred Share shall be made on the stock

records maintained by or for the Company and regardless of the number of

certificates which may be issued to evidence such Series D Preferred Share

(whether by reason of transfer of such Series D Preferred Share or for any

other reason).



     "Junior Shares" shall have the meaning set forth in Section 9(c).



     "Junior Units" shall have the meaning set forth in the Operating

Partnership Agreement.



     "Liquidation Preference" shall have the meaning set forth in

Section 4(a).



     "Operating Partnership" shall mean Amli Residential Properties, L.P.,

a Delaware limited partnership.



     "Operating Partnership Agreement" shall mean the Amended and Restated

Agreement of Limited Partnership of the Operating Partnership, dated as of

February 15, 1994, as amended from time to time.



     "Parity Shares" shall have the meaning set forth in Section 9(b).



     "Parity Units" shall have the meaning set forth in the Operating

Partnership Agreement.



     "Person" shall mean any individual, firm, partnership, corporation or

other entity, including any successor (by merger or otherwise) of such

entity.



     "Preferred Dividend" shall have the meaning set forth in

Section 3(a).



     "Preferred Trustee" shall have the meaning set forth in Section 6(b).



     "Property Distribution" shall have the meaning set forth in

paragraph (iii) of Section 8(d).



     "Redemption Premium" shall have the meaning set forth in

Section 4(b).



     "REIT" shall mean real estate investment trust.



     "REIT Termination Event" shall mean any event or occurrence which

causes the Company to fail to continue to be taxed as a real estate

investment trust (a "REIT") pursuant to Sections 856 through 860 of the

Internal Revenue Code, as amended.







{PAGE}





     "Senior Shares" shall have the meaning set forth in Section 9(a).



     "Senior Units" shall have the meaning set forth in the Operating

Partnership Agreement.



     "Set apart for payment" shall be deemed to include, without any

action other than the following, the recording by the Company in its

accounting ledgers of any accounting or bookkeeping entry which indicates,

pursuant to a declaration of distributions by the Board, the allocation of

funds to be so paid on any series or class of beneficial interest of the

Company; provided, however, that if any funds for any class or series of

Junior Shares or any class or series of Parity Shares are placed in a

separate account of the Company or delivered to a disbursing, paying or

other similar agent, then "set apart for payment" with respect to the

Series D Preferred Shares shall mean placing such funds in a separate

account or delivering such funds to a disbursing, paying or other similar

agent.



     "Trading Day" shall mean, with respect to any securities, any day on

which such securities are traded on the principal national securities

exchange on which such securities are listed or admitted for trading or, if

such securities are not listed or admitted for trading on any national

securities exchange, the NASDAQ National Market or, if such securities are

not listed or admitted for trading on the NASDAQ National Market, any

Business Day.



     "Transaction" shall have the meaning set forth in Section 8(e).



     "Transfer Agent" means such transfer agent as may be designated by

the Board or its designee as the transfer agent for the Series D Preferred

Shares; provided that, if the Company has not designated a transfer agent,

then the Company shall act as the transfer agent for the Series D Preferred

Shares.



     SECTION 3.  DISTRIBUTIONS.



     (a)   The holders of Series D Preferred Shares shall be entitled to

receive, when, as and if authorized and declared by the Board out of funds

legally available for that purpose, cumulative quarterly distributions

payable in cash in an amount per share equal to the greater of (i) the base

distribution of $0.540625 per quarter, subject to possible adjustment as

provided in Section 13 (the "Preferred Dividend") or (ii) the cash

distributions declared on the number of Common Shares, or portion thereof,

into which a Series D Preferred Share would then be convertible.  The

amount referred to in clause (ii) of this paragraph (a) with respect to

each succeeding Distribution Period shall be determined as of the

applicable Distribution Payment Date by multiplying the number of Common

Shares, or portion thereof calculated to the fourth decimal point, into

which a Series D Preferred Share is convertible at the opening of business

on such Distribution Payment Date (based on the Conversion Price then in

effect) by the aggregate cash distributions payable or paid for such

Distribution Period in respect of a Common Share outstanding as of the

record date for the distributions payable on the Common Shares for such

Distribution Period.  If (A) the Company pays a cash distribution on the

Common Shares after the Distribution Payment Date for the corresponding

Distribution Period and (B) the distribution on the Series D Preferred

Shares for such Distribution Period calculated pursuant to clause (ii) of

this paragraph (a), taking into account the Common Share distribution

referenced in clause (A), exceeds the distribution previously declared on

the Series D Preferred Shares for such Distribution Period, the Company

shall pay an additional distribution to the holders of the Series D

Preferred Shares on the date that the Common Share distribution referenced





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in clause (A) is paid, in an amount equal to the difference between the

distribution calculated pursuant to clause (B) and the distributions

previously declared on the Series D Preferred Shares with respect to such

Distribution Period.  Such distributions shall be cumulative from each

Issue Date, whether or not in any Distribution Period or Periods such

distributions are declared or there are funds of the Company legally

available for the payment of such distributions, and shall be payable

quarterly in arrears on the Distribution Payment Dates, commencing on the

first Distribution Payment Date after each Issue Date.  Each such

distribution shall be payable in arrears to the holders of record of the

Series D Preferred Shares, as they appear on the share records of the

Company at the close of business on such record date as is fixed by the

Board which shall be not more than sixty (60) calendar days prior to the

corresponding Distribution Payment Date and, within such sixty (60)

calendar day period, shall be the same date as the record date for the

regular quarterly distribution payable on the Common Shares for such

Distribution Period (or, if there is no such record date for the Common

Shares, then such date as the Board may fix within such sixty (60) calendar

day period).  Accumulated, accrued and unpaid distributions for any past

Distribution Periods may be authorized or declared and paid at any time,

without reference to any regular Distribution Payment Date, to holders of

record on such record date as may be fixed by the Board which shall be not

more than forty-five (45) calendar days prior to the corresponding payment

date.  Any dividend payment made on the Series D Preferred Shares shall

first be credited against the earliest accrued but unpaid dividend due with

respect to the Series D Preferred Shares that remains payable.



     (b)   In the case of any Series D Preferred Share the Issue Date of

which is a date other than the first day of a Distribution Period, or any

other period shorter than a full Distribution Period, the amount of

distributions payable per such Series D Preferred Share with respect to

such partial Distribution Period shall be computed ratably on the basis of

a 360-day year of twelve (12), thirty (30) day months.  Except as provided

in the immediately following sentence, holders of Series D Preferred Shares

shall not be entitled to any distributions, whether payable in cash,

property or shares, in excess of cumulative distributions as herein

provided on the Series D Preferred Shares.  In the event that a

distribution on the Series D Preferred Shares is not made on the

Distribution Payment Date on which such distribution is payable, the unpaid

distribution shall accrue interest, compounded quarterly, at a rate equal

to 8.65% per annum (9.65% per annum during the applicable time period in

the event that the Preferred Dividend has been increased pursuant to

Section 13) (the "Interest") until such distribution is paid.



     (c)   So long as any of the Series D Preferred Shares is outstanding,

except as described in the immediately following sentence, (i) the Company

shall not declare, pay or set apart for payment any distributions (other

than distributions paid in, or options, warrants or rights to subscribe for

or purchase, Junior Shares or Parity Shares) nor declare or make any other

distribution of cash or other property, directly or indirectly, with

respect to any class or series of Parity Shares, (ii) the Company shall not

redeem, purchase or otherwise acquire any Parity Shares for any

consideration (or any moneys paid to or made available for a sinking fund

for the redemption of any Parity Shares) directly or indirectly by the

Company (except by conversion into or exchange for Parity Shares), nor

shall any other cash or other property otherwise be paid or distributed to

or for the benefit of any holder of Parity Shares in respect thereof

directly or indirectly by the Company, (iii) the Company shall not

authorize, take or cause or permit to be taken or caused any action in its

capacity as general partner of the Operating Partnership, that will result

in (A) the declaration or payment by the Operating Partnership of any

distributions (other than distributions paid in, or options, warrants or

rights to subscribe for or purchase Junior Units or Parity Units) with

respect to any class or series of Parity Units or (B) the redemption or

purchase (directly or indirectly, including without limitation, through any





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subsidiaries of the Operating Partnership), or the setting aside of any

funds or other assets for the redemption or purchase of any Parity Units

(except for the exchange or conversions of partnership interests in the

Operating Partnership into Common Shares as permitted under the Operating

Partnership Agreement, or the payment of cash by the Operating Partnership

upon the exercise by any partner of the Operating Partnership of a right to

convert an interest in the Operating Partnership into shares of the

Company, or by conversion into or exchange for Junior Shares or Parity

Shares), unless in each case (X) all distributions (including all

accumulated, accrued and unpaid distributions) have been or

contemporaneously are declared and paid or declared and a sum sufficient

for the payment thereof set apart for payment for all past Distribution

Periods with respect to the Series D Preferred Shares and all past

distribution periods with respect to any Parity Shares and (Y) a sum

sufficient for the payment thereof has been or contemporaneously is paid or

set apart for payment of the full distribution for the current Distribution

Period with respect to the Series D Preferred Shares and the current

distribution period with respect to any Parity Shares.  When distributions

are not paid in full or a sum sufficient for such payment is not set apart

for payment as provided above, all distributions declared on the Series D

Preferred Shares and all distributions declared on any other class or

series of Parity Shares shall be declared ratably in proportion to the

respective amounts of distributions accumulated, accrued and unpaid on the

Series D Preferred Shares and on such Parity Shares.



     (d)   So long as any of the Series D Preferred Shares is outstanding,

(i) the Company shall not declare, pay or set apart for payment any

distributions (other than distributions paid in, or options, warrants or

rights to subscribe for or purchase, Junior Shares) nor declare or make any

other distribution of cash or other property, directly or indirectly, with

respect to any class or series of Junior Shares, (ii) the Company shall not

redeem, purchase or otherwise acquire any Junior Shares (other than a

redemption, purchase or other acquisition of Common Shares made for

purposes of an employee incentive or benefit plan of the Company or any

subsidiary) for any consideration (or any moneys paid to or made available

for a sinking fund for the redemption of any Junior Shares) directly or

indirectly by the Company (except by conversion into or exchange for Junior

Shares), nor shall any other cash or other property otherwise be paid or

distributed to or for the benefit of any holder of Junior Shares in respect

thereof directly or indirectly by the Company, (iii) the Company shall not

authorize, take or cause or permit to be taken or caused any action in its

capacity as general partner of the Operating Partnership, that will result

in (A) the declaration or payment by the Operating Partnership of any

distributions (other than distributions paid in, or options, warrants or

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