EXHIBIT 10.4
------------



           ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
           -------------------------------------------------

     THIS ASSIGNMENT (this "Assignment" is made and entered into as of the
25th day of August, 2003, by and between THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, a New Jersey corporation ("Assignor"), and AMLI RESIDENTIAL
PROPERTIES L.P., a Delaware limited partnership ("Assignee").


                               RECITALS
                               --------

     A.    Assignor owns 75% of the membership interests, and Assignee
owns 25% of the membership interests, in AMLI at Oakhurst, LLC. a Delaware
limited liability company (the "Company"), pursuant to that certain
Operating Agreement of AMLI at Oakhurst, LLC, dated as of August 25, 2003
(the "Operating Agreement"; capitalized terms used herein and not defined
herein shall have the meanings given them in the Operating Agreement).

     B.    The Company owns real property located in Aurora, Illinois,
upon which the Company owns, operates and manages an apartment community
known as AMLI at Oakhurst North (the "Community").

     C.    Prior to the date hereof, the Community was owned by Wells
Oakhurst, L.P., a Delaware limited partnership (the "Partnership").

     D.    On the date hereof, the Partnership contributed the Community
to the Company in exchange for 100% of the membership interests in the
Company, and immediately thereafter distributed such membership interests
to Assignor and Assignee in the relative proportions identified in
Recital A above.

     E.    Assignor desires to assign and Assignee desires to acquire all
of Assignor's right, title and interest in Assignor's membership interests
in the Company (the "Assigned Interests") and all interests, rights and
obligations under the Operating Agreement with respect to the Assigned
Interests only, as hereinafter provided.

           NOW, THEREFORE, in consideration of the foregoing Recitals, and
the warranties and mutual covenants set forth herein, Assignor and Assignee
hereby agree as follows:

           1.    ASSIGNMENT OF ASSIGNED INTERESTS.  Assignor hereby sells,
     assigns, transfers, conveys and delivers to Assignee, free and clear
     from any liens, encumbrances or defects of title, and Assignee hereby
     accepts, acquires and takes assignment and delivery of, the Assigned
     Interests, including, but not limited to, all right, title and
     interest in and to the properties (real and personal), capital, cash
     flow distributions, profits and losses of the Company relating or
     allocable to the Assigned Interests.















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<PAGE>


           2.    PURCHASE PRICE. In consideration of the sale,
     assignment, transfer, conveyance and delivery of the Assigned
     Interests, upon execution hereof Assignee shall pay to Assignor cash
     in the amount of $37,500,000 (the "Purchase Price").  The Purchase
     Price, plus or minus, as applicable, the amount of the estimated
     prorations determined in accordance with Section 5(a) below and as
     set forth on Schedule A hereto, shall be paid by wire transfer to
     such account as shall be provided in writing by Assignor; provided,
     however, that such payment shall be deposited to Assignor's
     designated account no later than 11:00 a.m., Chicago Time, on the
     Effective Date; and provided further, that if such payment is not
     received by Assignor prior to 11:00 a.m., Chicago Time, on the
     Effective Date, the parties shall recalculate the proration amounts
     pursuant to Section 5(a) as of the day following the Effective Date,
     and such later date shall be the "Effective Date" for purposes of
     this Assignment.

           3.    EFFECTIVE DATE.  The assignment herein made is effective
     as of the date of this Assignment, as may be adjusted pursuant to
     Section 2 above (the "Effective Date").

           4.    CASH FLOW DISTRIBUTIONS.  On or before the Effective
     Date, all Net Cash Flow (as defined in the Partnership Agreement) and
     Capital Event Proceeds (as defined in the Partnership Agreement) of
     the Partnership for periods ending prior to the Effective Date and
     which have not previously been distributed, shall be distributed to
     Assignor and Assignee, in their capacities as partners in the
     Partnership, in accordance with the Agreement of Limited Partnership
     of Wells Oakhurst, L.P., dated as of June 9, 1998 (the "Partnership
     Agreement"), between Assignor and Assignee.

           5.    PRORATIONS.

           (a)   On the Effective Date, Assignor and Assignee shall agree
     upon the estimated proration amounts with respect to the Community
     determined in accordance with Section 5(b), and such estimated
     proration amounts shall be, as applicable, added to or deducted from
     the Purchase Price as set forth in Schedule A hereto.

           (b)   On or before October 31, 2003, and in accordance with
     Sections 5(c), 5(d) and 5(e) below, Assignor and Assignee shall agree
     upon final proration amounts with respect to the Community for the
     items set forth in Sections 5(b)(2), 5(b)(3) and 5(b)(4) below. As
     soon as practicable after final bills for Taxes (as defined below)
     become available for the Community, but in no event later than August
     31, 2004. Assignor and Assignee shall agree upon the final proration
     amounts for Taxes, as determined in accordance with Section 5(b)(1)
     below.

                 1.   TAXES AND ASSESSMENTS.  General real estate taxes
           and assessments imposed by governmental authority on the
           Community and any assessments imposed by private covenant
           constituting a lien or charge on the Community for all tax
           periods through and including the then current calendar year or
           other current tax period (collectively, "Taxes") not yet due
           and payable shall be prorated, based upon the number of days in
           the applicable period.













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                 2.   COLLECTED RENT.  All collected rent and other
           collected income (and any applicable state or local tax on
           rent) under apartment leases for the Community in effect on the
           Effective Date shall be prorated based upon the number of days
           in the month.  Uncollected rent and other income shall not be
           prorated; provided, however, that rent collected after the
           Effective Date which relates to periods prior to the Effective
           Date shall be prorated. Assignee agrees to make all reasonable
           efforts to collect, and to cause the Company to collect, any
           rents applicable to the period prior to the Effective Date. Any
           prepaid rents for the period on or after the Effective Date
           shall be credited to Assignee.

                 3.   UTILITIES.  Utilities, including water, sewer,
           electric and gas, for the Community shall be prorated based
           upon usage of such utilities, as shown by the last reading of
           meters prior to the Effective Date. The Company shall endeavor
           to obtain meter readings on the day before the Effective Date,
           and if such readings are obtained, the proration of such items
           shall be based upon such readings.

                 4.   FEES AND CHARGES UNDER SERVICE CONTRACTS. Fees and
           charges under contracts for the provision of services to the
           Partnership for the Community based upon the periods to which
           such service contracts relate (e.g., telephone, internet
           services, lawn maintenance, cleaning, etc.) shall be prorated
           based upon the number of days in the applicable period. Fees
           and charges for services not in the nature of regular or
           periodic services (e.g., building repairs) shall not be
           prorated.

                 5.   DEPOSITS.  Nonrefundable deposits held by the
           Partnership in connection with the Community which have not yet
           been recognized as income by the Partnership (i.e., amounts
           received in the current month) shall be prorated based upon the
           number of days in the month. Items already recognized as income
           by the Partnership in prior periods shall not be prorated.

           (c)   The proration amounts in this Section 5 shall be
     calculated as if such prorations were being made between the
     Partnership and the Company as of the Effective Date and only with
     respect to those items directly related to the Community. For
     purposes of making the prorations, the Effective Date shall belong to
     the Company and all prorations hereinafter provided to be made as of
     the Effective Date shall each be made as of the end of the day before
     the Effective Date. In each such proration set forth below, the
     portion thereof applicable to periods beginning as of the Effective
     Date shall be credited or charged to the Company and the portion
     thereof applicable to periods ending immediately prior to the
     Effective Date shall be credited or charged to the Partnership.

           (d)   After each of the final prorations is completed and
     agreed upon by the parties, the final proration amounts shall be
     reconciled with the estimated proration amounts that were added to or
     deducted from the Purchase Price on the Effective Date pursuant to
     Section 2. If as a result of such reconciliation: (i) amounts are
     owed by Assignor to Assignee in excess of the estimated proration
     amounts, then Assignor shall pay 75% of such amounts to Assignee; or
     (ii) if amounts are owed by Assignee to Assignor in excess of the
     estimated proration amounts, then Assignee shall pay 75% of such
     amounts to Assignor. In either case, payment shall be made as soon as
     practicable (but in no event later than 15 days) after such agreement
     is reached.






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<PAGE>


           (e)   With respect to the final proration of Taxes, in the
     event Assignee shall decide to appeal a final tax bill with the
     appropriate governmental agency, the parties shall nonetheless agree
     upon the proration of such final tax bill and shall reconcile such
     proration in accordance with Section 5(d) above. Thereafter,
     notwithstanding anything to the contrary contained in this Section 5,
     if such appeal results in a refund of Taxes paid by the Company, then
     such refund shall be prorated as agreed upon by the parties, and
     payment of Assignor's prorated portion of such refund shall be made
     as soon as practicable (but in no event later than 15 days) after
     such agreement is reached.

           (f)   Assignor shall have reasonable access to, and the right
     to inspect and audit, at its own cost and expense, the books of the
     Company, with respect to the Community, to confirm the final
     prorations, and Assignee shall cooperate, and shall cause the Company
     to cooperate, with Assignor in good faith with respect to such
     inspections and audits.

     6.    REPRESENTATIONS OF ASSIGNOR.  Assignor hereby represents and
warrants to Assignee that:

           (a)   Assignor is duly organized and validly existing under the
     laws of the state of its organization and has been duly authorized by
     all necessary and appropriate action to enter into this Assignment
     and to consummate the transactions contemplated hereby.  This
     Assignment is a valid and binding obligation of Assignor, enforceable
     against Assignor in accordance with its terms, except insofar as
     enforceability may be affected by bankruptcy, insolvency or similar
     laws affecting creditor's rights generally and the availability of
     any particular equitable remedy.

           (b)   Assignor is the record and beneficial owner of all of the
     Assigned Interests, free and clear of any lien, claim, option, call,
     right of first refusal, charge, encumbrance, restriction on transfer
     (other than any restriction under the Securities Act of 1933, as
     amended, or state securities or "blue sky" laws) or other right of
     any other party. The Assigned Interests represent all of Assignor's
     ownership interest in the Company.

           (c)   Assignor's execution and delivery of this Assignment, its
     performance of its obligations hereunder and its consummation and the
     validity of the transactions contemplated hereby do not require it to
     obtain any consent, approval or action of, or make any filing with or
     give any notice to, any corporation, person or firm or any public,
     governmental or regulatory body or judicial authority, which has
     not previously been obtained.

           (d)   (i)  Assignor meets the requirements of a "qualified
     professional asset manager" as defined in Part V(a) of Prohibited
     Transaction Exemption 84-14 granted by the U.S. Department of Labor
     ("PTE 84-14"); (ii) Assignor is entering into this Assignment on
     behalf of an "investment fund" as described in Part V(b) of PTE 84-
     14; (iii) the terms of this Assignment have been negotiated on behalf
     of the investment fund by the Assignor and the Assignor has made the
     decision on behalf of the investment fund to enter into this
     Assignment; (iv) the terms of this Assignment have been negotiated
     and determined at arm's length, as such terms would be negotiated and
     determined by unrelated parties; and (v) neither the Assignor nor any
     affiliate (as defined in Part V(d) of PTE 84-14) thereof, nor any
     owner, direct or indirect, of a five percent or more interest in
     the Assignor, has, within the previous ten years, been convicted
     or released from imprisonment as a result of the crimes set forth
     in Part I(g) of PTE 84-14.





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     7.    REPRESENTATIONS OF ASSIGNEE.  Assignee hereby represents and
warrants to Assignor that:

           (a)   Assignee is duly organized and validly existing under the
     laws of the state of its organization and has been duly authorized by
     all necessary and appropriate action to enter into this Assignment
     and to consummate the transactions contemplated hereby. This
     Assignment is a valid and binding obligation of Assignee, enforceable
     against Assignee in accordance with its terms, except insofar as
     enforceability may be affected by bankruptcy, insolvency or similar
     laws affecting creditor's rights generally and the availability of
     any particular equitable remedy.

           (b)   Assignee's execution and delivery of this Assignment, its
     performance of its obligations hereunder and its consummation and the
     validity of the transactions contemplated hereby do not require it to
     obtain any consent, approval or action of, or make any filing with or
     give any notice to, any corporation, person or firm or any public,
     governmental or regulatory body or judicial authority, which has not
     previously been obtained.

           (c)   Neither Assignee nor any of its affiliates (within the
     meaning of Part V(c) of PTE 84-14) has, or during the immediately
     preceding year has exercised, the authority to appoint or terminate
     Assignor as investment manager of any assets of the employee benefit
     plans whose assets are held by Assignor or to negotiate the terms of
     any management agreement with Assignor on behalf of any such plan.

           (d)   The transaction contemplated by this Assignment is not
     specifically excluded by Part I(b) of PTE 84-14.

           (e)   Assignee is not a related party of Assignor (as defined
     in V(h) of PTE 84-14).

           (f)   The term of this Assignment have been negotiated and
     determined at arm's length, as such terms would be negotiated and
     determined by unrelated parties.

     8.    ASSUMPTION BY ASSIGNEE.  Assignee hereby: (i) accepts the
Assigned Interests and all rights of Assignor under the Operating Agreement
in respect thereof; and (ii) assumes (A) all of the liabilities,
obligations and duties of Assignor and the Company as they relate to the
Assigned Interests accruing on or after the Effective Date and (B) all of
the liabilities, obligations and duties of Assignor and the Company under
the Operating Agreement in respect of the Assigned Interests, accruing on
or after the Effective Date, and agrees to be bound by the provisions
thereof with respect thereto.  In no event shall the liabilities,
obligations or duties assumed by Assignee include any federal or state
income tax liabilities of Assignor relating to the Company or the Assigned
Interests incurred or accrued, whether known or unknown, as of the
Effective Date.

     9.    NO BROKERS.  No broker, finder or similar intermediary has
acted for or on behalf of, or is entitled to any broker's, finder's or
similar fee or other commission from, Assignor or Assignee or any of their
respective Affiliates in connection with this Assignment or the
transactions contemplated hereby.

     10.   FURTHER ASSURANCES.  Each party, at its sole cost and expense,
upon request of the other party, shall execute and deliver such further
instruments and do or cause to be done such further acts as may be
necessary to be done by such party to effectuate and confirm the assignment
of the Assigned Interests.







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     11.   MUTUAL RELEASE.

           (a)   As of the Effective Date, except as explicitly provided
     in this Assignment, Assignor, on its behalf and on behalf of each of
     its Affiliates and each of their respective representatives, agents,
     successors, assigns, officers, directors, members, managers,
     employees and each of them (collectively, the "Assignor Parties")
     hereby irrevocably waives, releases and discharges, absolutely and
     forever. Assignee, the Company and each of their Affiliates from any
     and all liabilities to Assignor or the other Assignor Parties of any
     kind and nature whatsoever, fixed or contingent, known or unknown,
     asserted or unasserted (including in respect of any rights of
     contribution or indemnification), in respect of facts, events,
     circumstances or conditions arising from or relating to the Company,
     the Assigned Interests, the Community or the Operating Agreement.

           (b)   As of the Effective Date, except as explicitly provided
     in this Assignment, each of Assignee and the Company, on its behalf
     and on behalf of each of their respective Affiliates and each of
     their respective representatives, agents, successors, assigns,
     officers, directors, members, managers, employees and each of them
     (collectively, the "Assignee Parties") hereby irrevocably waives,
     releases and discharges, absolutely and forever, Assignor and each of
     its Affiliates, from any and all liabilities to Assignee, the Company
     or the other Assignee Parties of any kind and nature whatsoever,
     fixed or contingent, known or unknown, asserted or unasserted
     (including in respect of any rights of contribution or
     indemnification), in respect of facts, events, circumstances or
     conditions arising from or relating to the Company, the Assigned
     Interests, the Community or the Operating Agreement.

           (c)   Notwithstanding anything to the contrary in paragraphs
     (a) and (b) above, nothing in this Section 11 shall be construed as
     a waiver or release by or in favor of either party with respect to
     any rights either of them may have pursuant to this Assignment.

     12.   SUCCESSORS AND ASSIGNS.  This Assignment shall be binding upon
and inure to the benefit of Assignor and Assignee and the respective heirs,
legal representatives, successors and assigns of each.

     13.   SURVIVAL OF REPRESENTATIONS.  The representations, warranties,
covenants, indemnities and agreements of the parties contained in this
Assignment are the only such terms made or relied upon by the parties and
shall survive the consummation of the transactions contemplated hereby.

     14.   MODIFICATION AND WAIVER.  No supplement, modification, waiver
or termination of this Assignment or any provision hereof shall be binding
unless executed in writing by the parties to be bound thereby. No waiver of
any of the provisions of this Assignment shall constitute a waiver of any
other provision (whether or not similar), nor shall such waiver constitute
a continuing waiver unless otherwise expressly provided.

     15.   GOVERNING LAW.  This Assignment shall be construed and enforced
in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within said state.

     16.   RECOURSE TO ASSIGNEE.  ANYTHING CONTAINED HEREIN TO THE
CONTRARY NOTWITHSTANDING, NO PERSONAL LIABILITY OR PERSONAL DEFICIENCY
JUDGMENT SHALL BE ASSERTED OR ENFORCED AGAINST ANY PARTNERS OF ASSIGNEE
AGAINST THE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SHAREHOLDERS'
OR PRINCIPALS OF SUCH PARTNERS, OR AGAINST THE ASSETS OF ANY SUCH PARTIES
FOR PAYMENT OF ANY AMOUNT HEREUNDER OR FOR OBSERVANCE OR PERFORMANCE OF ANY
OF THE OBLIGATIONS OF ASSIGNEE OR THE COMPANY. NOTHING CONTAINED ABOVE
SHALL LIMIT THE REMEDIES AGAINST ANY PERSON FOR SUCH PERSON'S FRAUD OR
INTENTIONAL MISCONDUCT, IN WHICH EVENT SUCH REMEDIES SHALL BE DETERMINED BY
APPLICABLE LAW.




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     17.   INDEMNIFICATION.

           (a)   Assignee shall indemnify, defend and hold Assignor
     harmless for, from and against any and all actions, causes of action
     or suits brought against it by third parties (each, a "Third Party
     Claim") for liabilities, losses, costs, damages and expenses,
     including, without limitation, reasonable attorneys fees and other
     reasonable costs incurred in the investigation, defense and
     settlement of the matter (collectively, the "Damages") arising from
     such Third Party Claim, suffered or incurred by Assignor in respect
     of any facts, events, circumstances or conditions occurring, arising
     from or relating to the Company, the Assigned Interests, the
     Community or the Operating Agreement, except to the extent such
     Damages are caused by the gross negligence, willful misconduct or
     fraud of Assignor.

           (b)   Assignor shall notify Assignee in writing of a Third
     Party Claim as promptly as practicable; provided, that the failure of
     Assignor to give notice shall not relieve Assignee of its obligations
     under this Section 17 except to the extent (if any) that Assignee
     shall have been prejudiced thereby. Assignee may, at its election and
     own expense, upon notice to Assignor, assume the defense thereof.  If
     Assignee assumes such defense, Assignor shall have the right (but not
     the obligation) to participate in the defense thereof and to employ
     counsel, at its own expense, separate from the counsel employed by
     Assignee. If Assignee assumes such defense, Assignor agrees to give
     Assignee full authority to defend the Third Party Claim; provided,
     however, that Assignee shall have no authority to enter into any
     settlement without Assignor's express prior written consent. Whether
     or not Assignee chooses to defend or prosecute any such Third Party
     Claim, each of the parties hereto shall cooperate in the defense or
     prosecution thereof.

     18.   DISCLAIMER.  Assignor has not made, and Assignee acknowledges
that Assignor has not made, any warranty or representation, express or
implied, written or oral, statutory or otherwise concerning or relating to
the Company or Community, including, but not limited to, the following: (i)
the condition of title to the Community; (ii) the nature, physical
condition, safety or other aspect of the Community or any component
thereof, including without limitation, plumbing, sewer, heating,
ventilation, electrical systems, roofing, air conditioning, foundations,
soils and geology; (iii) the income or expense as generated, paid or
incurred in connection with the Community or Company, or other economic
status of the Community or the Company; (iv) the accuracy of any
statements, calculations or conditions stated or set forth in any
documents, instruments, agreements to which Company is a party, which are
binding on Company or the Community, or which relate or are applicable to
the Community or Company, including, but not limited to, title policies,
surveys, floor plans, leases, service contracts, vendor agreements,
reports, environmental assessments, soils reports, rent rolls, pro formas,
revenue and expense projections and other Company and Community books and
records (the "Company Material"); (v) the suitability of the Community for
any intended use, including, without limitations, as depicted on the
Company Materials; (vi) the dimensions of the Community or lot size; (vii)
the status or compliance of the Company or Community with any of the
Company Materials; (viii) the status of and compliance with the current
zoning or governmental approvals of the Community; (ix) the compliance of
the Company with any federal, state or local laws, ordinances, statutes,
rules and regulations; (x) the existence or absence of Hazardous Materials
(as defined below) or mold or other microbial agent or matter in, on,
about, under or affecting the Community; (xi) the compliance of the
Community with Hazardous Waste Laws (as defined below) or any other
federal, state or local laws, ordinances, statutes, rules or regulations
including, without limitation, the Fair Housing Act Amendments of 1988 and






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the Americans with Disabilities Act; or (xii) the merchantability,
habitability or fitness of the Community or any portion thereof for any
particular purpose. The term "Hazardous Materials" shall mean any
substance, chemical, waste or material that is or becomes regulated by any
federal, state or local governmental authority because of its toxicity.
infectiousness, radioactivity, explosiveness, ignitability, corrosiveness
or reactivity including, without limitation, those substances regulated by
any hazardous waste laws. For purposes of this agreement, "Hazardous
Materials Laws" means any local, federal or state statute, ordinance, code,
law, rule or regulation relating to environmental contamination, petroleum
products, asbestos and pollutants. As a result, Assignee is acquiring the
Assigned Interests with the understanding that the Community and other
assets of the Company are in their "AS IS," "WHERE IS" and "WITH ALL
FAULTS" condition.

     19.   ATTORNEYS FEES.  If any suit is brought by either party to this
Assignment against the other regarding the subject matter hereof, the
prevailing party shall be entitled to recover, in addition to any other
relief granted, reasonable attorneys fees and expenses of litigation.

     20.   ENTIRE AGREEMENT.  This Assignment contains all of the
understandings and agreements of whatsoever kind and nature existing
between Assignor and Assignee with respect to the subject matter hereof,
and any and all other prior agreements between the parties with respect to
such subject matter are hereby superseded.

     21.   HEADINGS.  All headings used herein are inserted for
convenience and ease of reference only and shall not be considered in the
construction or interpretation of any provision of this Assignment.

     22.   SEVERABILITY.  If any provisions of this Assignment shall be
held by a court of competent jurisdiction to be contrary to law or public
policy, or otherwise unenforceable, the remaining provisions shall remain
in full force and effect and a court of competent jurisdiction shall supply
a provision or provisions to replace the affected provision(s) which most
closely approximates the original intent of the parties.

                         *    *    *    *    *
































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     IN WITNESS WHEREOF, this Assignment is executed as of the day and
year first above written.


                      ASSIGNOR:
                      --------

                      THE PRUDENTIAL INSURANCE
                      COMPANY OF AMERICA

                      By:   /s/ Damian P. Manolis
                            ------------------------------
                            Name:  Damian P. Manolis
                            Title: Vice President



                      ASSIGNEE:
                      --------

                      AMLI RESIDENTIAL PROPERTIES, L.P.

                      By:   AMLI Residential Properties Trust,
                            Its general partner

                            By:   /s/ Fred Shapiro
                                  ------------------------------
                                  Name:  Fred Shapiro
                                  Title: Senior Vice President



                      For purposes of Section 11(b) only:
                      ----------------------------------

                      AMLI AT OAKHURST, LLC

                      By:   AMLI Residential Properties, L.P,
                            Its managing member

                            By:   AMLI Residential Properties Trust,
                                  Its general partner

                                  By:
                                       ------------------------------
                                       Name:  Fred Shapiro
                                       Title: Senior Vice President























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<PAGE>


                              SCHEDULE A

                     Calculation of Purchase Price



     Company Value                                  $50,000,000.00

     Assignor's percentage interest                            75%

     Purchase Price for Assignor's membership
       interest                                     $37,500,000.00

     LESS: Assignor's estimated pro rata share
       of the Partnership's income and expenses
       related to the Community as of the
       Effective Date determined in accordance
       with Section 5(a) of the Assignment          $   417,062.33


     Net cash amount to be paid to Assignor
       by Assignee on the Effective Date            $37,082,937.68
















































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