FIFTH AMENDMENT TO

                   AMLI RESIDENTIAL PROPERTIES, L.P.

                         AMENDED AND RESTATED

                   AGREEMENT OF LIMITED PARTNERSHIP



     This Amendment, dated as of October 31, 2001, amends the Amended and

Restated Agreement of Limited Partnership, dated as of February 15, 1994,

as amended by the First Amendment thereto, dated as of July 3, 1995, the

Second Amendment thereto, dated as of January 30, 1996, the Third Amendment

thereto, dated as of July 31, 1996, and the Fourth Amendment thereto, dated

as of March 9, 1998 (as so amended the "Partnership Agreement"), of Amli

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

"Partnership"), by and among Amli Residential Properties Trust, a Maryland

real estate investment trust, as the general partner (the "General

Partner"), and the Persons whose names are set forth on Exhibit A to the

Partnership Agreement, as the Limited Partners (the "Limited Partners"),

together with any other Persons who become Partners in the Partnership as

provided in the Partnership Agreement.





                          W I T N E S E T H:

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



     WHEREAS, the Partnership is a Delaware limited partnership existing

under the Delaware Revised Uniform Limited Partnership Act (the "Act")

pursuant to the Partnership Agreement;



     WHEREAS, the General Partner is issuing Series D Preferred Shares (as

defined below);



     WHEREAS, the General Partner will contribute the net proceeds of the

issuance of Series D Preferred Shares as a Capital Contribution to the

Partnership;



     WHEREAS, Section 4.2(b) of the Partnership Agreement provides as

follows:



     "The Partnership also may from time to time issue to the General

Partner additional Partnership Units or other Partnership Interests in one

or more classes, or one or more series of any of such classes, with such

designations, preferences and relative, participating, optional or other

special rights, powers and duties, including rights, powers and duties

senior to Limited Partnership Interests, all as shall be determined by the

General Partner, subject to Delaware law, including, without limitation,

with respect to (i) the allocations of items of Partnership income, gain,

loss, deduction and credit to each such class or series of Partnership

Interests, (ii) the right of each such class or series of Partnership

Interests to share in Partnership distributions, and (iii) the rights of

each such class or series of Partnership Interests upon dissolution and

liquidation of the Partnership; provided that (x) the additional

Partnership Interests are issued in connection with an issuance of shares

of the General Partner, which shares have designations, preferences and

other rights, all such that the economic interests are substantially

similar to the designations, preferences and other rights of the additional

Partnership Interests issued to the General Partner in accordance with this

Section 4.2(b), and (y) the General Partner shall make a Capital

Contribution to the Partnership in an amount equal to the net proceeds

raised in connection with the issuance of such shares of the General

Partner."







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     WHEREAS, Section 14.1(b)(3) of the Partnership Agreement provides

that the General Partner shall have the power, without the consent of the

Limited Partners, to amend the Partnership Agreement "to set forth the

rights, powers, duties, and preferences of the holders of any additional

Partnership Interests issued pursuant to Section 4.2(b)" of the Partnership

Agreement; and



     WHEREAS, the General Partner desires to amend the Partnership

Agreement to set forth the rights, powers, duties, and preferences of the

General Partner as the holder of certain Partnership Interests, and the

Partnership Units corresponding thereto, issued pursuant to Section 4.2(b).



     NOW, THEREFORE, pursuant the authority granted in Section 14.1(b)(3)

of the Partnership Agreement, the General Partner hereby amends the

Partnership Agreement as follows:



     1.    AMENDMENT.  Effective at (and subject to the occurrence of) the

Effective Time (as defined in Section 2 below), Section 4.2 of the

Partnership Agreement is hereby amended by adding the following new

subsection (h) at the end of such Section:



           "(h)  Partnership Interest and Units in Connection with Series

D Cumulative Convertible Redeemable Preferred Shares.



                 (1)  Pursuant to the provisions of, and upon the Capital

Contribution called for by, Section 4.2(b), there are hereby from time to

time issued to the General Partner an additional Partnership Interest and,

corresponding thereto, a number of Partnership Units (the "Series D

Preferred Units") equal to the number of Series D Cumulative Convertible

Redeemable Preferred Shares of Beneficial Interest of the General Partner,

as classified and designated by Articles Supplementary (the "Articles

Supplementary") filed with the Maryland Department of Assessments and

Taxation on October ___, 2001 (the "Series D Preferred Shares"), from time

to time outstanding.  The Series D Preferred Units shall have such

designations, preferences and relative, participating, optional or other

special rights, powers and duties, including rights, powers and duties

senior to Limited Partnership Interests, as further provided in Section

4.2(h)(2) and Section 4.2(h)(3) below and as shall be determined by the

General Partner, subject to Delaware law, including, without limitation,

with respect to (i) the allocations of items of Partnership income, gain,

loss, deduction and credit, (ii) the right to share in Partnership

distributions, and (iii) the rights upon dissolution and liquidation of the

Partnership, all such that the economic interests represented by the Series

D Preferred Units are substantially similar to the designations,

preferences and other rights of the Series D Preferred Shares.  To the

extent necessary to give effect to the preceding sentence, (i) the Series D

Preferred Units shall have preference over other Partnership Units with

respect to distributions of Available Cash as provided in Section 5.1(i),

and (ii) the General Partner shall, with respect to the Series D Preferred

Units, have priority over other Partners and Assignees as to profits,

losses and distributions as authorized by Section 8.4.



                 (2)  The General Partner shall be entitled to receive

preferential distributions on the Series D Preferred Units corresponding to

the distributions to which holders of the Series D Preferred Shares are

entitled.  As set forth in the Articles Supplementary, the distributions to

which holders of Series D Preferred Shares are entitled are as follows

(Capitalized terms used in the following subsections (2)(i) through (2)(iv)

and not defined in this Amendment shall have the respective meanings

assigned such terms in the in the Articles Supplementary.):







{PAGE}





                      (i)   The holders of Series D Preferred Shares

shall be entitled to receive,  when, as and if authorized and declared by

the Board of Trustees out of funds legally available for that purpose,

cumulative quarterly distributions payable in cash in an amount per share

equal to the greater of (A) the base distribution of $0.540625 per quarter,

subject to possible adjustment as provided in Section 13 of the Articles

Supplementary (the "Preferred Dividend") or (B) 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 (B) of this subsection (2)(i) 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

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