REGISTRATION RIGHTS AGREEMENT



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

as of the 29th day of January, 2001 by and among AMLI Residential

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

Residential Properties, L.P., a Delaware limited partnership ("Operating

Partnership"), Michael A. Zoellner, an individual person and Preston

Butcher, an individual person (collectively the "Unit Holders").



     WHEREAS, pursuant to that certain Contribution Agreement, dated as of

January 29, 2001 between the Trust, the Operating Partnership and the Unit

Holders (the "Contribution Agreement"), the Unit Holders are being issued

units of limited partnership interest in the Operating Partnership

("Units"), which are exchangeable for common shares of beneficial interest,

par value $.01 per share (the "Shares"), of the Trust as provided in the

partnership agreement of the Operating Partnership; and



     WHEREAS, in connection with the Contribution Agreement, the Trust has

agreed to register for sale by the Unit Holders the Shares issuable to Unit

Holders upon exchange of Units issued pursuant to the Contribution

Agreement (the "Registrable Shares"); and



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

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

the parties relating thereto;



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

covenants, agreements and warranties contained herein and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereby agree as follows



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

shall have the following respective meanings:



           "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.



           "Closing Date" shall mean January 29, 2001.



           "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) Unit Holders and (b) each Person

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

Person of Registrable Shares which is not prohibited by any agreement, law

or regulation, other than pursuant to an effective registration statement

or Rule 144.



           "Lock-up Period" shall mean a period of six (6) months from the

Closing Date.



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

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

joint stock company or other entity.













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

registration effected by preparing and filing a registration statement in

compliance with, and pursuant to Rule 415 under, 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.



           "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.



     2.    REGISTRATION.



           (a)   The Trust shall, prior to the expiration of the Lock-up

Period, prepare and file with the Commission a registration statement for

the purpose of effecting a Registration of the sale of Registrable Shares

by the Holders thereof; shall use its best efforts to effect such

Registration as soon as practicable but not later than the expiration of

the Lock-up Period; and shall use its reasonable efforts (including,

without limitation, filing post-effective amendments and appropriate

qualification under applicable state securities and real estate syndication

laws) to keep such Registration with respect to a particular Holder

continuously effective until the earliest of (i) the date on which all of

such Holder's Registrable Shares have been sold pursuant to such

registration statement or Rule 144, or (ii) the date on which all of such

Holder's Registrable Shares may be sold in accordance with Rule 144(k);

PROVIDED, HOWEVER, that the Trust shall not be obligated to take any action

to effect any such Registration, qualification or compliance pursuant to

this Section 2 in any particular jurisdiction in which the Trust would be

required to execute a general consent to service of process in effecting

such Registration, qualification or compliance unless the Trust is already

subject to service in such jurisdiction.  The Trust acknowledges that under

current interpretations of Rule 144, no tacking of the ownership period of

Units would be permitted in determining the ownership period of Registrable

Shares.



Notwithstanding the foregoing, the Trust shall have the right (the

"Suspension Right") to defer such filing (or suspend sales under any filed

registration statement or defer the updating of any filed registration

statement and suspend sales thereunder) for two periods of not more than 90

days each during any twelve-month period, if the Trust furnishes to the

Holders a certificate signed by the President or any other executive

officer or any Trustee of the Trust stating that, in the good faith

judgment of the Trust, it would be detrimental to the Trust and its

shareholders to file such registration statement or amendment thereto at

such time (or to continue sales under a filed registration statement) and

therefore the Trust has elected to defer the filing of such registration

statement (or to suspend sales under a filed registration statement).

Notwithstanding anything to the contrary contained herein, the Trust shall

use its best efforts to effect the Registration as soon as practicable but

not later than the expiration of the Lock-up Period.



           (b)   The Trust shall promptly notify the Holders of the

occurrence of the following events:



                 (i)  when any registration statement relating to the

                      Registrable Shares or post-effective amendment

                      thereto filed with the Commission has become

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