EXHIBIT 31.2
------------

                        CERTIFICATIONS


I, Robert J. Chapman, certify that:

1.   I have reviewed this annual report on Form 10-K of AMLI
     Residential Properties Trust;

2.   Based on my knowledge, this annual report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in
     this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
     registrant and have:

     a.   Designed such disclosure controls and procedures, or caused
          such disclosure controls and procedures to be designed under
          our supervision, to ensure that material information relating
          to the registrant, including its consolidated subsidiaries, is
          made known to us by others within those entities, particularly
          during the period in which this annual report is being
          prepared;

     b.   Evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure controls
          and procedures, as of the end of the period covered by this
          report based on such evaluation; and

     c.   Disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred during
          the registrant's most fiscal quarter that has materially
          affected, or is reasonably likely to materially affect the
          registrant's internal control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed,
     based on our most recent evaluation of internal control over
     financial reporting, to the registrant's auditors and the audit
     committee of registrant's board of trustees (or persons performing
     the equivalent function):

     a.   All significant deficiencies over financial reporting in the
          design or operation of internal controls and material
          weaknesses which are reasonably likely to adversely affect
          the registrant's ability to record, process, summarize and
          report financial information; and

     b.   Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls over financial reporting.



Date:March 10, 2004           /s/  ROBERT J. CHAPMAN
                              ---------------------------
                              Robert J. Chapman
                              Chief Financial Officer