REGISTRATION RIGHTS AGREEMENT





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

as of the 31st day of March, 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),

Morton J. Harris, as Trustee of the Mort Trust, under agreement dated

January 8, 1993, as amended and restated by agreement dated August 10,

1999, and Morris Weiser, as Trustee of the Morris Trust, under agreement

dated December 31, 1992, as amended and restated by agreement dated May 16,

1996 (collectively the "Unit Holders).



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

March 31, 2001 between the Trust, the Operating Partnership and the Unit

Holders (the "Units 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 Units 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 Units 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 March 31, 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.





                                   1





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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

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