REGISTRATION RIGHTS AGREEMENT





     This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into

as of the 31st day of October 2001 by and between AMLI Residential

Properties Trust, a Maryland real estate investment trust (the "Company"),

and The Equitable Life Assurance Society of the United States (the

"Investor").



     WHEREAS, pursuant to that certain Stock Purchase Agreement dated as

of October 31, 2001 (the "Purchase Agreement") among the Company and the

Investor, the Investor has agreed to purchase 800,000 Series D Cumulative

Convertible Redeemable Preferred Shares of Beneficial Interest, par value

$0.01 per share, of the Company (the "Preferred Shares"), all of which

Preferred Shares may be converted into the Company's common shares of

beneficial interest, par value $0.01 per share (the "Common Shares"),

pursuant to the terms of such Preferred Shares; and



     WHEREAS, in connection with the Purchase Agreement, the Company has

agreed to register for sale by the Investor and certain transferees, the

Common Shares issued or issuable upon conversion of the Preferred Shares

(collectively, "Conversion Shares" or the "Registrable Shares"); and



     WHEREAS, the parties hereto desire to enter into this Agreement to

evidence the foregoing agreement of the Company and the mutual covenants of

the parties relating thereto.



     NOW, THEREFORE, in consideration of the foregoing and the covenants,

agreements and warranties herein contained and for other good and valuable

consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereby agree as follows:



     SECTION 1.  CERTAIN DEFINITIONS.  In this Agreement, the following

terms shall have the following respective meanings:



           "Accredited Investor" shall have the meaning set forth in Rule

501 under the Securities Act.



           "Affiliate" shall mean, when used with respect to any Person,

another Person which directly, or indirectly through one or more

intermediaries, controls or is controlled by or is under common control

with the Person specified.



           "Commission" shall mean the Securities and Exchange Commission

or any other federal agency at the time administering the Securities Act.



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

as amended, and the rules and regulations of the Commission thereunder, all

as the same are in effect at the relevant time.



           "Holders" shall mean (a) the Investor and (b) each Person

holding Registrable Shares as a result of a transfer or assignment to that

Person of Registrable Shares other than pursuant to an effective

registration statement or Rule 144.



           "Indemnified Party" shall have the meaning ascribed to it in

Section 5(c) of this Agreement.







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           "Indemnifying Party" shall have the meaning ascribed to it in

Section 5(c) of this Agreement.



           "Other Securities" shall have the meaning ascribed to it in

Section 3(a) of this Agreement.



           "Person" shall mean an individual, corporation, partnership,

limited liability company, estate, trust, association, private foundation,

joint stock company or other entity.



           "Preferred Shares" shall have the meaning ascribed to it in the

recitals to this Agreement.



           "Register," "Registered" and "Registration" refer to a

registration described in Section 2 hereof effected by preparing and filing

a registration statement in compliance with the Securities Act providing

for the sale by the Holders of Registrable Shares in accordance with the

method or methods of distribution designated by the Holders, and the

declaration or ordering of the effectiveness of such registration statement

by the Commission.



           "Registrable Shares" shall have the meaning ascribed to it in

the recitals to this Agreement.



           "Registration Expenses" shall mean all out-of-pocket expenses

(excluding Selling Expenses) incurred by the Company in complying with

Section 2 or Section 3, including, without limitation, the following:  (a)

all registration, filing and listing fees; (b) fees and expenses of

compliance with federal and state securities or real estate syndication

laws (including, without limitation, reasonable fees and disbursements of

counsel in connection with state securities and real estate syndication

qualifications of the Registrable Shares under the laws of such

jurisdictions as the Holders may reasonably designate); (c) printing

(including, without limitation, expenses of printing or engraving

certificates for the Registrable Shares in a form eligible for deposit with

The Depository Trust Company and otherwise meeting the requirements of any

securities exchange on which they are listed and of printing registration

statements and prospectuses), messenger, telephone, shipping and delivery

expenses; (d) fees and disbursements of counsel for the Company; (e) fees

and disbursements of all independent public accountants of the Company

(including, without limitation, the expenses of any annual or special audit

and "cold comfort" letters required by the managing underwriter); (f) fees

and expenses incurred in connection with the listing of the Registrable

Shares on each securities exchange on which securities of the same class

are then listed; and (g) fees and expenses associated with any filing with

the National Association of Securities Dealers, Inc. required to be made in

connection with the registration statement.



           "Registration Request" shall have the meaning ascribed to it in

Section 2(a) of this Agreement.



           "Rule 144" shall mean Rule 144 under the Securities Act.



           "Securities Act" shall mean the Securities Act of 1933, as

amended, and the rules and regulations of the Commission thereunder, all as

the same are in effect at the relevant time.



           "Selling Expenses" shall mean all underwriting discounts,

selling commissions and share transfer taxes applicable to any sale of

Registrable Shares and, if neither the Company nor any Person not a Holder

shall include securities within the subject Registration, shall include

travel and other expenses of members of the management of the Company and

its affiliates in connection with the matters described in Section 7 (and

if the Company or any such Person shall so include securities, Selling

Expenses shall include a pro rata portion of such travel and other

expenses).







{PAGE}





     SECTION 2.  SHELF REGISTRATION.



             (a) The Company shall prepare and file with the Commission a

resale shelf registration statement for the purpose of effecting a

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