UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549


                                  FORM 10-K


              Annual Report Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934


For the fiscal year ended
December 31, 1999                      Commission File Number 1-12784


                      AMLI RESIDENTIAL PROPERTIES TRUST
           (Exact name of registrant as specified in its charter)


           Maryland                             36-3925916
     (State of Organization)         (I.R.S. Employer Identification No.)


125 South Wacker Drive, Suite 3100,
       Chicago, Illinois                           60606
(Address of principal executive office)          (Zip code)


Registrant's telephone number, including area code:  (312) 443-1477


Securities registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange on
Title of each class                             which registered
-------------------                     -------------------------------

Common Shares of Beneficial                  New York Stock Exchange
Interest, $.01 par value

Preferred Share Purchase Rights              New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.     Yes [  X  ]     No [     ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $304,693,920 based on the closing price
($20.4375) on the New York Stock Exchange on February 29, 2000.

The number of the Registrant's Common Shares of Beneficial Interest, $.01
par value, outstanding as of December 31, 1999 was 16,996,138.


                     Documents Incorporated By Reference

Portions of the Proxy Statement for the annual shareholders' meeting to be
held on May 1, 2000 are incorporated by reference into Part III.


<PAGE>


                              TABLE OF CONTENTS



                                                              Page
                                                              ----
PART I

Item 1.       Business . . . . . . . . . . . . . . . . . . . .   1

Item 2.       Communities. . . . . . . . . . . . . . . . . . .  19

Item 3.       Legal Proceedings. . . . . . . . . . . . . . . .  29

Item 4.       Submission of Matters to a Vote
              of Security Holders. . . . . . . . . . . . . . .  29


PART II

Item 5.       Market for the Registrant's Common Equity
              and Related Shareholder Matters. . . . . . . . .  30

Item 6.       Selected Financial Data. . . . . . . . . . . . .  32

Item 7.       Management's Discussion and
              Analysis of Financial Condition
              and Results of Operations. . . . . . . . . . . .  34

Item 7A.      Quantitative and Qualitative Disclosures
              About Market Risk. . . . . . . . . . . . . . . .  46

Item 8.       Financial Statements and
              Supplementary Data . . . . . . . . . . . . . . .  49

Item 9.       Changes in and Disagreements
              with Accountants on Accounting and
              Financial Disclosure . . . . . . . . . . . . . . 101


PART III

Item 10.      Trustees and Executive Officers
              of the Registrant. . . . . . . . . . . . . . . . 101

Item 11.      Executive Compensation . . . . . . . . . . . . . 101

Item 12.      Security Ownership of Certain
              Beneficial Owners and Management . . . . . . . . 101

Item 13.      Certain Relationships and
              Related Transactions . . . . . . . . . . . . . . 101


PART IV

Item 14.      Exhibits, Financial Statement Schedules,
              and Reports on Form 8-K. . . . . . . . . . . . . 102


SIGNATURES     . . . . . . . . . . . . . . . . . . . . . . . . 106









                                      i


<PAGE>


                                   PART I

ITEM 1.  BUSINESS

THE COMPANY

     AMLI Residential Properties Trust ("AMLI" or the "Company") is a self-
administered and self-managed real estate investment trust (a "REIT")
engaged in the development, acquisition and management of upscale,
institutional quality multifamily apartment communities in seven major
metropolitan markets in the Southeast, Southwest and Midwest regions of the
United States.  Founded in 1980, AMLI became a publicly traded company
through an initial public offering ("Initial Offering") in February 1994.

     As part of its core strategy, AMLI differentiates itself through an
internal growth strategy focused on branding its product and services, an
external growth strategy balanced between both development and acquisition,
geographic diversification in three regions and seven core cities, and
accessing capital from both the public markets and from co-investment
relationships with institutional partners.

     As of December 31, 1999, AMLI owned or had co-investment interests in
69 multifamily apartment communities (the "Communities") comprised of
25,749 apartment homes.  Fifty-five of these Communities, totalling 21,451
apartment homes, were stabilized as of December 31, 1999.  An additional
twelve Communities and two additional phases to existing Communities were
under development or in lease-up at that date.  When completed, these
development communities will total 4,298 apartment homes.  In addition, the
Company owns land for the future development of eight additional
communities and four additional phases to existing communities totalling
approximately 4,798 apartment homes.  Of this total, the Company
anticipates that 1,100 apartment homes will be developed over a long-term
development plan.

     AMLI is the sole general partner of, and controls a majority of the
limited partnership interests in, Amli Residential Properties, L.P., a
Delaware limited partnership (the "Operating Partnership") through which it
owns its interests in the Communities.  As of December 31, 1999, the
Company owned 85% of the outstanding partnership interests ("OP Units") in
the Operating Partnership.  OP Units are convertible into common shares on
a one-for-one basis.  The Company conducts all its business through the
Operating Partnership and its subsidiaries and affiliates.

     The Company's headquarters offices are located at 125 S. Wacker Drive,
Suite 3100, Chicago, Illinois 60606, and its telephone number is (312) 443-
1477.  In addition, AMLI maintains regional offices in Atlanta, Dallas,
Indianapolis and Kansas City.

COMPETITIVE ADVANTAGES

     The Company seeks to increase cash flow by intensively managing the
Communities, selectively developing and acquiring additional high-quality
multifamily communities and advising and co-investing with institutional
partners.  In pursuit of these strategies, the Company benefits from the
following competitive advantages:

     DEVELOPMENT AND ACQUISITION EXPERTISE.  AMLI has extensive experience
in both the acquisition and development of upscale multifamily communities.

AMLI focuses on institutional quality multifamily communities having high-
quality construction, amenities, location and market position.  The Company
believes that over time these communities will realize returns exceeding
national averages for multifamily properties due to higher expected annual
growth in cash flows, reduced on-going maintenance costs and capital
expenditures, and higher relative levels of residual values.  The Company
applies a long-term ownership perspective to the development process,
utilizing high-quality building materials, and designs communities which
satisfy the current needs of residents and anticipate their future needs.
AMLI acquires assets at times when it believes capitalization rates are
attractive and enhanced performance from the target communities is possible


<PAGE>


through the potential for application of the Company's management
expertise.

     INSTITUTIONAL CO-INVESTMENTS.  AMLI actively acquires and develops
multifamily communities in co-investment joint ventures with institutional
investment partners such as insurance companies, endowments, foundations,
and public and private pension funds.  The Company believes that co-
investment partnerships create an opportunity to leverage the Company's
acquisition, development and management expertise and generate higher
returns on its invested equity capital.  Since its Initial Offering, and
through December 31, 1999, AMLI has formed 36 such co-investment joint
ventures with thirteen investors, eleven of which are institutional
investors, representing total anticipated acquisition and development costs
of approximately $950 million, of which $107.2 million are the estimated
completion costs of communities under construction at twelve locations at
December 31, 1999.  The Company's invested capital in these 35 joint
ventures totals approximately $147.6 million.  Substantially all of AMLI
remaining capital commitment which is not yet funded at December 31, 1999,
will be funded during the year 2000.  In connection with co-investment
partnerships, the Company has established strategic alliances with
Stichting Bedrijfspensioenfonds voor de Metaal en Technische Bedrijfstakken
("BPMT"), Prudential Insurance Company of America, Western and Southern
Life Insurance Company, Allstate Insurance Company, Erie Insurance Group,
The New York Common Retirement Fund, The Northwestern Mutual Life Insurance
Company, Endowment Realty Investors, The Rockefeller Foundation, and
investors represented by Nomura Securities and others.  The Company formed
ten new co-investment partnerships with seven of these institutional
investors during 1999.

     AMLI <registered trademark> BRAND.  All of the Communities are
operated by the Company under the AMLI <registered trademark> brand name.
AMLI believes promoting its brand name creates an awareness in the
marketplace of quality rental living and extraordinary customer service for
both current and prospective residents.  To maximize the effectiveness of
the AMLI <registered trademark> brand name, the Company has a wide range of
programs and practices to maintain uniformly high quality service and
consistent apartment quality at all of the Communities.

RECENT DEVELOPMENTS

     Since the Initial Offering, the Company has expanded its portfolio of
Communities through the acquisition, development and selective expansion of
its apartment communities.

DEVELOPMENT

     At the time of the Initial Offering in 1994, the Company and its
predecessors had not begun the development of a new multifamily community
for five years.  Since that time, the development pipeline has grown
steadily and extensively.  Approximately 78% of the 9,456 apartment homes
developed or under development by the Company had been built with a co-
investment partner and the other 22% had been developed or are under
development solely for the Company.

     In conjunction with the acquisition of interests in seven apartment
communities from Trammell Crow Residential Midwest ("TCR-Midwest"), AMLI
and its Service Companies, AMLI Management Company and AMLI Residential
Construction, Inc., acquired TCR-Midwest's development and management
operations in Indianapolis and Kansas City in December 1997.  Through 1997,
most of the Company's development activities had been in Atlanta and
Dallas.  In 1998 and 1999, the Company developed more apartment homes in
its three Midwest markets (Chicago, Indianapolis and Kansas City) than in
either Atlanta or Dallas.  In 2000, the Company anticipates developing
apartment homes in its seven markets (Chicago, Indianapolis, Atlanta,
Dallas, Austin, Houston and Kansas City).

     The tables below summarize as of December 31, 1999, information
related to the Company development communities and the co-investment
development communities.


<PAGE>


<TABLE>

                                            COMPANY DEVELOPMENT COMMUNITY
                                            -----------------------------

<CAPTION>

                                                                                                         AMOUNT
COMPANY                                                                PROJECTED       ANTICIPATED      EXPENDED
DEVELOPMENT                                   NO. OF     COMPLETION    COMPLETION      DEVELOPMENT      THROUGH
COMMUNITIES             LOCATION               UNITS     PERCENTAGE      DATE             COST          12/31/99
-----------             --------              ------     ----------    ----------      -----------      --------
                                                                                     (in thousands)  (in thousands)
<S>                     <C>                  <C>        <C>           <C>           <C>             <C>

AMLI:

 at Bent Tree II        Dallas, TX               200            74%     Jun. 2000          $ 13,900          10,151
                                               -----                                       --------        --------
                                                 200                                       $ 13,900          10,151
                                               =====                                       ========        ========


</TABLE>


<PAGE>


<TABLE>
                                   CO-INVESTMENT DEVELOPMENT OR LEASE UP COMMUNITIES
                                   -------------------------------------------------
<CAPTION>
                                                                                            AMOUNT
CO-INVESTMENT   COMPANY                      NO.              PROJECTED    ANTICIPATED     EXPENDED    CO-INVEST-
DEVELOPMENT   PERCENTAGE                     OF   COMPLETION  COMPLETION   DEVELOPMENT      THROUGH      MENT
COMMUNITIES    OWNERSHIP  LOCATION          UNITS PERCENTAGE     DATE          COST        12/31/99     PARTNER
-----------   ----------  ----------------  ----- ----------  ----------   -----------    ----------   ----------
<S>         <C>           <C>              <C>   <C>         <C>          <C>           <C>            <C>
                                                                               (in           (in
                                                                            thousands)    thousands)
AMLI:

 at Oakhurst
   North          25%     Aurora, IL          464       99%     Substan-      $ 43,200        43,007   Prudential
                                                                 tially                                Insurance
                                                                complete                               Company of
                                                                                                       America
 at Regents
  Crest II        25%     Overland Park, KS   108       89%    Mar. 2000         7,800         7,027   ERI Regents
                                                                                                       Crest, Inc.
 at Lake
   Clearwater     25%     Indianapolis, IN    216       83%    Mar. 2000        16,700        14,149   The N.Y.
                                                                                                       Common
                                                                                                       Retirement
                                                                                                       Fund
 at St. Charles   25%     St. Charles, IL     400       86%    Jun. 2000        43,400        37,802   The N.Y.
                                                                                                       Common Re-
                                                                                                       tirement Fund
 Creekside        25%     Overland Park, KS   224       88%    Jun. 2000        16,200        12,229   ERI Creekside,
                                                                                                       Inc.
 at Wynnewood     25%     Overland Park, KS   232       70%    Jun. 2000        18,200        12,573   The N.Y.
  Farms                                                                                                Common Retire-
                                                                                                       ment Fund
 at Castle Creek  40%     Indianapolis, IN    276       84%    Jun. 2000        20,700        13,732   ERI Castle
                                                                                                       Creek, Inc.
 at Monterey Oaks 25%     Austin, TX          430       49%    Sep. 2000        30,400        17,607   The N.Y.
                                                                                                       Common Retire-
                                                                                                       ment Fund
 at Lost Mountain 75%     Paulding County,
                          GA                  164       21%    Dec. 2000        11,400         2,904   Individual
                                                                                                       investor
 at Park Bridge   25%     Atlanta, GA         352       21%    Mar. 2001        24,600         7,982   The N.Y.
                                                                                                       Common Retire-
                                                                                                       ment Fund
 at Summit Ridge  25%     Summit, MO          432       24%    Mar. 2001        29,300         7,198   Western and
                                                                                                       Southern Life
                                                                                                       Insurance
                                                                                                       Company


<PAGE>


                                                                                            AMOUNT
CO-INVESTMENT   COMPANY                      NO.              PROJECTED    ANTICIPATED     EXPENDED    CO-INVEST-
DEVELOPMENT   PERCENTAGE                     OF   COMPLETION  COMPLETION   DEVELOPMENT      THROUGH      MENT
COMMUNITIES    OWNERSHIP  LOCATION          UNITS PERCENTAGE     DATE          COST        12/31/99     PARTNER
-----------   ----------  ----------------  ----- ----------  ----------   -----------    ----------   ----------

 at Mill Creek    25%     Gwinnett County,
                          GA                  400       21%    Sep. 2001        27,100         5,627   Northwestern
                                                                                                       Mutual Life

                                           ------                             --------      --------
                                            3,698                             $289,000       181,837
                                           ======                             ========      ========
</TABLE>


<PAGE>



     The Company believes that the operating prospects for the development
communities remain favorable based on current economic and other conditions
existing in the areas in which the Company's development activities are
focused.  As with any development project, there are uncertainties and
risks associated with development.  While the Company has prepared
development budgets and has estimated completion and stabilization target
dates for each of the development communities based on what it believes are
reasonable assumptions, there can be no assurance that actual costs will
not exceed current budgets or that the Company will not experience
construction delays due to the unavailability of building materials,
weather conditions or other events beyond the Company's control.
Similarly, adverse market conditions at the time that the development
communities become available for leasing could affect the rental rates that
may be charged and the period necessary to achieve stabilization at the
development communities, which could have a material adverse effect on the
financial condition of the affected development communities.

CO-INVESTMENT DEVELOPMENT

     During 1999, the Company formed ten new co-investment partnerships for
the development of new communities at six locations and the acquisition of
communities in four locations.  Prudential Insurance Company of America,
Western and Southern Life Insurance Company, The New York Common Retirement
Fund, BPMT, Northwestern Mutual Life Insurance Company and two other
investors are the venture partners that co-invested with AMLI in 1999.
Eleven properties currently under construction in co-investment
partnerships will contain 3,590 apartment homes and an additional phase to
an existing 368-unit apartment community is under construction and will
contain 108 apartment homes.  The Company's ownership interests in these
co-investment partnerships range from 25% to 75%.  The costs of the co-
investment development communities total $289 million of which AMLI has a
remaining capital commitment of $27.4 million and the co-investors have a
remaining capital commitment of $75.3 million.  One community secures a
$10.3 million first mortgage loan from an unaffiliated third party that is
being funded as costs are incurred and another community's construction is
being funded in part by a $19 million construction loan from the Company.
This loan is expected to be refinanced early in 2000 with permanent first
mortgage financing from a third-party lender.

ACQUISITIONS

     The table below summarizes the Company's acquisition activities during
1999.




<PAGE>


<TABLE>

                                                  1999 ACQUISITIONS
                                                  -----------------
AMLI RESIDENTIAL


<CAPTION>

Co-investment                           No. of      Acquisition       Acquisition                         Interest
Communities         Location            Units          Date              Cost              Loan             Rate
----------------    --------            ------      -----------       -----------       ----------       ----------
<S>                 <C>                <C>         <C>               <C>               <C>              <C>

AMLI:

 at Spring Mill
   (1)              Indianapolis, IN       400          6/30/99          $ 29,475            --                --

 at Prestonwood
   Hills            Dallas, TX             272          8/12/99            17,650           11,649            7.17%

 at Windward
   Park             Atlanta, GA            328          8/26/99            27,485           18,183            7.27%

 at Oakbend         Lewisville, TX         426         10/26/99            25,250           18,834            7.81%
                                        ------                            -------           ------

Total Company
Communities                              1,426                            $99,860           48,666
                                        ======                            =======           ======

<FN>

(1)  The Company paid $1.3 million for the general partnership interest in the partnership,
     which completed the TCR-Midwest acquisition.

</TABLE>


<PAGE>


FINANCING

     In October 1999, the Company increased its unsecured line of credit
provided by a group of eight banks to $250 million from $200 million,
expandible to $300 million.  The company extended the maturity of the line
of credit to October 2002 with two one-year renewal options.  In addition,
the interest rate, which is based in part on the credit rating assigned to
unsecured borrowings, was increased to LIBOR plus 1.05% from LIBOR plus
 .90%.  At December 31, 1999, the Company's remaining availability on its
$250 million line of credit was $105 million.  The line of credit agreement
also provides for an annual fee of $0.5 million (20 basis points).

THE OPERATING PARTNERSHIP

     The Company carries on its business through the Operating Partnership
and its affiliates, AMLI Management Company ("AMC"), AMLI Residential
Construction, Inc. ("Amrescon") and AMLI Institutional Advisors, Inc.
("AIA") (collectively the "Service Companies").  The Company is the sole
general partner of the Operating Partnership, through which it owns the
Communities, interests in co-investment Communities and interests in the
Service Companies.  At December 31, 1999, the Company owned an 85% (16.2%
represents preferred units) partnership interest in the Operating
Partnership, 7.0% was held by Amli Realty Co. and its affiliates ("ARC")
and 8.0% was held by certain other third-party investors.  The Company's
interest in the Operating Partnership entitles it to share in cash
distributions from, and in the profits and losses of, the Operating
Partnership in proportion to the Company's percentage ownership (apart from
tax allocations of profits and losses to take into account pre-contribution
property appreciation).  In connection with each offering of shares by the
Company, the net proceeds from the issuance of any such shares are
contributed to the Operating Partnership in exchange for a corresponding
number of OP Units.  The Company holds one OP Unit in the Operating
Partnership for each common share and each preferred share that it has
issued.  The Operating Partnership, from time to time, has issued OP Units
for the acquisition of apartment communities and land parcels for
development.  The OP Units are convertible into common shares on a one-for-
one basis.

     As the general partner of the Operating Partnership, the Company has
the exclusive power under the agreement of limited partnership of the
Operating Partnership to manage and conduct the business of the Operating
Partnership.  The Board of Trustees of the Company manages the affairs of
the Company by directing the affairs of the Operating Partnership.  The
Operating Partnership will terminate in the year 2093 unless terminated
earlier in connection with, among other things, a merger or a sale of all
or substantially all of the assets of the Operating Partnership or upon a
vote of the partners.

THE SERVICE COMPANIES

     The management, institutional advisory and construction management
aspects of the Company's business are conducted through AMC, AIA and
Amrescon, respectively, because, among other things, the third-party income
from their respective businesses might jeopardize the Company's REIT status
under Sections 856 through 860 of the Code if such operations were carried
on directly by the Operating Partnership.  The Operating Partnership holds
100% of the nonvoting preferred stock of each of the Service Companies and
also holds certain subordinated notes of AMC, AIA and Amrescon.  The
nonvoting preferred stock is entitled to dividends equal to 95% of all
distributions of the Service Companies.  ARC holds 95% of the voting common
stock of each of the Service Companies which, in each case, is generally
entitled to dividends equal to 4.75% of all distributions.  The remaining
5% of the voting common stock of each of the Service Companies, entitled to
 .25% of all distributions, is owned by the Operating Partnership.  The
charter of each of the Service Companies requires the quarterly
distribution as dividends of the "net operating cash flow" (as defined in
each such charter) of each such Service Company, if there are funds legally


<PAGE>


available for dividends.  Such provision of the charter of each of the
Service Companies may not be changed without the consent of the holders of
the preferred stock.  Accordingly, the Operating Partnership is entitled to
receive substantially all of the available net cash flow from each of the
Service Companies through ownership of the preferred stock thereof and the
subordinated notes, and thereby enjoys substantially all of the economic
benefit of the businesses carried on by such companies.

     According to the charter of each of the Service Companies, a majority
of the members of the board of directors of the respective Service Company
must be individuals who are not officers, directors or employees of ARC,
and all contracts for services between a Service Company and ARC must be
approved by a majority of the unaffiliated directors of the relevant
Service Company.  Ownership of 95% of the voting common stock will enable
ARC to control the election of the board of directors (including the
unaffiliated directors) of the Service Companies.  The holders of a
majority of the nonvoting preferred stock of each Service Company are
entitled to an approval right with respect to certain fundamental corporate
actions, including the issuance of any additional shares of preferred stock
or other senior securities, or a sale, lease or exchange of all or
substantially all of the assets of, or the merger, consolidation or
dissolution of, the respective Service Company.  In addition, the Company
has a right of first refusal (which may be assigned to a third party with
the consent of ARC, such consent not to be unreasonably withheld) to
acquire on its own behalf or on behalf of any controlled affiliate, the
common stock of each of the Service Companies, subject to the consent of
third-party clients and to applicable law.  Such right of first refusal may
only be exercised to the extent that the ownership of such common stock or
assets would not disqualify the Company as a REIT.

THE BUSINESS OF AMC

     AMC provides management and leasing services to each of the
Communities presently owned by the Company.  In addition, AMC provides such
services to the co-investment Communities.  AMC is expected to manage any
additional multifamily communities acquired or developed by the Operating
Partnership, as well as any additional co-investment communities acquired
through investor relationships of AIA, subject to the consent of the co-
investment partners.  Management and leasing services are provided to the
Communities and the co-investment Communities pursuant to the terms of a
management contract which has an initial term of three years and which AMC
has agreed not to terminate so long as the Operating Partnership is not in
material breach of such contract.  Residential property management and
leasing services provided by AMC are performed at market rates.  AMLI
Corporate Homes ("ACH"), a division of AMC, leases apartment homes from the
Communities and the co-investment Communities for short-term residents.
Such ACH leases are at market rates.

THE BUSINESS OF AIA

     AIA renders investment advice to institutional capital sources,
primarily pension plans, endowments, foundations and insurance companies
and provides certain asset management services to co-investment
partnerships.  AIA intends to continue to develop its institutional
investment advisory business and will continue to manage and administer
existing advisory relationships with institutional investors.  The Company
actively pursues co-investments through relationships administered by AIA.
In this way, the Company seeks to diversify the sources of capital for
investments in properties.  In addition to generating advisory fee income
for AIA, these relationships have the potential to generate fee income for
(1) AMC in cases where AMC is engaged to manage the communities acquired by
the co-investment ventures; (2) Amrescon, in cases where Amrescon is
engaged as general contractor by co-investment development ventures; and
(3) the Operating Partnership.



<PAGE>


THE BUSINESS OF AMRESCON

     Amrescon, a Delaware corporation, provides general contracting,
construction management and landscaping services to the Company and its
managed ventures.  Amrescon is based in Atlanta, has regional offices in
Chicago, Dallas, Indianapolis and Kansas City, and is engaged exclusively
in the design, development, construction and landscaping of upscale
multifamily properties on behalf of the Company.  A division of Amrescon,
Amli Landscape Co., performs all landscape installation and maintenance
services for the Communities located in Atlanta, Kansas, Indianapolis and
Dallas.

LEASES

     AMC uses a standard Company lease modified at each Community to the
extent necessary to comply with state and local law or custom.  The term of
a lease varies with local market conditions, however, six-month and one-
year leases are most common.  Generally, the leases provide that unless the
parties agree in writing to a renewal, the tenancy will convert at the end
of the lease term to a month-to-month tenancy, subject to the terms and
conditions of the lease, unless either party gives the other at least 30
days prior notice of termination.  All leases are terminable by the lessor
for nonpayment of rent, violation of property rules and regulations, or
other specified defaults.

LEASING

     Employees of AMC are responsible for leasing activities at the
Communities.  Leasing consultants meet with prospective residents and show
models and vacant units.  The leasing consultants maintain contact with
existing residents to determine the residents' level of satisfaction with
their community.  All leasing consultants participate in a comprehensive
formal training program administered by AMC.  AMC, as it deems necessary,
may employ the services of, and pay customary fees to, unaffiliated real
estate brokers, apartment locator services and existing tenants for
locating prospective tenants.

COMPETITION

     All of the Communities are located in developed areas that include
other upscale apartment communities.  The number of competitive upscale
apartment communities in a particular area could have a material effect on
AMC's ability to lease apartment units and on the rent charged at the
Communities or at any newly developed or acquired communities.  The Company
may be competing with others that have greater resources than the Company
and whose officers and directors have more experience than the Company's
officers and Trustees.  In addition, other forms of multifamily residential
communities, and single-family housing, provide housing alternatives to
potential residents of the Communities.

INSURANCE

     The Company believes that each of the Communities is covered by
adequate fire, flood and property insurance provided by reputable companies
and with commercially reasonable deductibles and limits.  The Company
maintains comprehensive liability, all-risk property insurance coverage
with respect to the Communities and with policy specifications, limits
deductibles customarily carried for similar communities.  The Company has
obtained title insurance insuring fee title to the Communities in an
aggregate amount which the Company believes to be adequate.



<PAGE>


AMERICANS WITH DISABILITIES ACT

     The Communities and any newly acquired apartment communities must
comply with Title III of the Americans with Disabilities Act (the "ADA") to
the extent that such properties are public accommodations and/or commercial
facilities as defined by the ADA.  Compliance with the ADA requirements
could require removal of structural barriers to handicapped access in
certain public areas of the Communities where such removal is readily
achievable.  The ADA does not, however, consider residential properties,
such as apartment communities, to be public accommodations or commercial
facilities, except to the extent portions of such facilities, such as the
leasing office, are open to the public.  The Company believes that its
properties comply with all present requirements under the ADA and
applicable state laws.  Noncompliance could result in imposition of fines
or an award of damages to private litigants.  If required to make material
additional changes, the Company's results of operations could be adversely
affected.

ENVIRONMENTAL MATTERS

     Many jurisdictions have adopted laws and regulations relating to
environmental controls and the development of real estate.  Such laws and
regulations could affect the Communities and any additional communities
acquired or developed by the Company in the future and/or operate to reduce
the number and attractiveness of investment opportunities available to the
Company.  The effect upon the Company of the application of such laws and
regulations cannot be predicted.  Such laws and regulations have not had a
material effect on the Company's financial condition and results of
operations to date.  The Company is not aware of any environmental
condition on any of the Communities, or the communities planned to be
developed by the Company, which is likely to have a material adverse effect
on the Company's financial condition and results of operations.

EMPLOYEES

     The Company, the Operating Partnership and the Service Companies
employ a total of approximately 800 persons.  AMC employs substantially all
of the professional employees that are currently engaged in the residential
property management and leasing business on behalf of the Company.

PROPERTY OPERATIONS

     The Company seeks to increase cash flow at the Communities through
rent increases while maintaining high occupancy rates and aggressive
management of its operating expenses.  As of December 31, 1999, the
weighted average occupancy rate of the stabilized Communities was 92.6%,
and the average monthly rental rate per apartment home was $788, or $.86
per square foot.  The Company owns multifamily communities with service,
lifestyle and physical amenities that residents value and that support
higher rental rates.  Typical services that are provided at the
Communities, which are customary for similar upscale multifamily
properties, include pet care or plant watering for out-of-town residents;
on-site overnight delivery drop-off boxes; on-site pick-up of dry cleaning
or other items; occasional social events for residents designed to provide
a sense of community; frequent maintenance programs; and a policy of
guaranteeing attention to any maintenance or repair request from a tenant
within 48 hours.

     By establishing critical mass in each of its markets, the Company
expects to achieve economies of scale in its operations, resulting in
reduced operating and administrative expenses without reductions in
service.  In addition, the relatively low average age of the Communities
contributes to reduced operating and maintenance expenses.  At December 31,
1999, the average age of the stabilized Communities was approximately 7.5
years.  The Company also believes that attention to landscaping and
physical appearance contributes to reducing resident turnover and enhances
the rental rates and occupancy levels of the Communities.



<PAGE>


     Additionally, AMLI has a dedicated team whose function is to evaluate
new or enhanced products, features or services that might be incorporated
in either the apartment homes or the Communities to produce complementary
income from property operations and maximize customer/resident satisfaction
within the Communities.  Some of the products, features and services either
in existence or being considered include the construction of carports and
garages, private phone and cable systems, high-speed internet connection
services, custom rental insurance, energy efficient lighting programs,
water submetering, bulk purchases of utilities and card key systems for
laundry facilities.

     DEVELOPMENT ACTIVITIES

     The Company has identified certain sub-markets within its seven
identified geographic markets where strong multifamily property demand
justifies new construction.  The Company currently has developments
underway in Chicago, Atlanta, Dallas, Austin, Indianapolis and Kansas City.

In addition, the Company owns 349 acres of land, on which it expects to
develop approximately 4,798 apartment homes, including 3,698 units on 246
acres on which it expects to break ground and commence construction during
2000.

     The following table summarizes the Company's development activities
for the period from the date of its Initial Offering in February 1994
through December 31, 1999:

                         AMLI DEVELOPMENT ACTIVITIES

                               No. of
                            Communities
                             Developed            No. of        Estimated
                              or Under           Apartment      Development
Year                       Development (1)        Homes         Budget (2)
----                       ---------------       ---------     ------------

1994 . . . . . . . . . .           2                 734       $ 37,600,000
1995 . . . . . . . . . .           5               1,280         75,900,000
1996 . . . . . . . . . .           6               1,672        113,600,000
1997 . . . . . . . . . .           6               2,336        166,300,000
1998 . . . . . . . . . .           8               2,086        167,700,000
1999 . . . . . . . . . .           4               1,348         93,000,000
                                 ---               -----       ------------
    Total. . . . . . . .          31               9,456       $654,100,000
                                 ===               =====       ============
--------------------

(1)   Represents the number of communities or additional phases for which
development was commenced during the applicable year.  Of the thirty-one
communities developed or under development, twenty-one are owned by co-
investment partnerships.

(2)   The Company's share of the total estimated development budget is
expected to be approximately $242 million, of which $211 million has been
expended through December 31, 1999.  The Company intends to develop ten
land parcels that are currently owned by the Company in partnership with
one or more institutional investors.

     ACQUISITION ACTIVITIES

     The Company actively pursues the acquisition of new communities.  The
Company seeks to acquire, directly or through co-investments, multifamily
communities that are available at attractive prices, capable of enhanced
performance through application of the Company's management expertise and
that are in the Company's target markets.  The Company follows a strategy
of acquiring (directly or through co-investments) institutional quality
apartment communities, which typically have high-quality construction,
amenities, location and market position, and are therefore attractive
investments for institutional investors, such as insurance companies,
endowments, foundations and pension funds.


<PAGE>


     The following table summarizes the Company's acquisition activities
for the period from the date of the Initial Offering through December 31,
1999:

                         AMLI ACQUISITION ACTIVITIES

                                  No. of           No. of        Total
                                Communities       Apartment    Acquisition
Year                            Acquired (1)       Homes         Costs (2)
----                            ------------     ----------    ------------

1994 . . . . . . . . . . .             8            2,184      $ 99,428,000
1995 . . . . . . . . . . .             3              794        51,763,000
1996 . . . . . . . . . . .             2            1,080        82,152,000
1997 . . . . . . . . . . .            10            3,230       222,050,000
1998 (3) . . . . . . . . .             5            1,362        93,860,000
1999 (4) . . . . . . . . .             4            1,426        99,860,000
                                     ---           ------      ------------
    Total. . . . . . . . .            32           10,076      $649,113,000
                                     ===           ======      ============
--------------------

(1)   Of these acquisitions, sixteen Communities were acquired by the
Company directly and sixteen through co-investment joint ventures.  The
Company's ownership interest in these co-investment joint ventures ranges
from 10% to 45%.

(2)   The Company's share of the total acquisition costs was $301 million.

(3)   Includes AMLI on Timberglen, a 260-unit property contributed by the
Company to a 40% owned partnership in December 1998.

(4)   Includes AMLI on Spring Mill, a 400-unit property, in which AMLI has
a general partnership interest.


INSTITUTIONAL CO-INVESTMENTS

     AMLI differentiates itself from other multifamily REITs through its
co-investment activities and its established relationships with a number of
institutional partners.  By co-investing, AMLI is able to (i) diversify
access to equity capital; (ii) "leverage" its invested capital to promote
the AMLI<registered trademark> brand identity and increase market share;
(iii) obtain the participation of sophisticated partners in its real estate
decisions; and (iv) increase FFO on reduced capital exposure.  In addition
to the incremental fee income, AMLI receives its pro rata share of the real
estate income generated by the on-going operation of each community owned
through a co-investment joint venture.  All of the co-investment
Communities are managed by the Company and operated under the AMLI
[registered trademark] brand name.

     While each co-investment is structured individually, in a typical
venture the Company (i) acts as the general partner or managing member of
the venture; (ii) handles the administration of the venture; (iii) manages
the day-to-day operations of the community held by the venture;
(iv) oversees construction and development in the case of a venture with a
property under development; and (v) recommends the sale or refinancing of
the property.  All of AMLI's equity investments are made on a pari passu
basis with its co-investment partners and any disputes over major decisions
would generally be resolved through the exercise of a buy-sell provision.
As of December 31, 1999, the Company had established co-investment
relationships with thirteen investors.



<PAGE>


     Since the Initial Offering, the Company has entered into 36 co-
investment ventures for the acquisition or development of multifamily
apartment communities.  The table below summarizes the co-investment
activities of the Company since the Initial Offering:

                        AMLI CO-INVESTMENT ACTIVITIES

                           No. of                      No. of       Total
               No. of     Apartment     No. of       Apartment      No. of
            Communities     Homes     Communities      Homes       Apartment
Year          Acquired    Acquired    Developed(1)  Developed(2)    Homes
----        -----------   ---------   ------------  ------------   ---------

1994 . . . .       3       1,026(3)           1            502        1,528
1995 . . . .       3         794              1            446        1,240
1996 . . . .       2       1,080              3            878        1,958
1997 . . . .       3       1,506              1            800        2,306
1998 . . . .       1         260              8          2,576        2,836
1999 . . . .       4       1,426              6          2,178        3,604
                  --       -----             --          -----       ------
  Total. . .      16       6,092             20          7,380       13,472
                  ==       =====             ==          =====       ======

--------------------

(1)   Represents the number of Communities for which development was
commenced during the applicable year.  Excludes an additional phase to an
existing community on which development was started in 1998.

(2)   Represents the number of apartment homes planned for the Community
for which development was commenced in the applicable year.  Includes 108
apartment homes in an additional phase to an existing community on which
development was started in 1998.

(3)   Includes a 588-unit Community that was sold in December 1999.


     The table below sets forth the total expected capital outlays for all
36 of these development and acquisition ventures, the Company's expected
share of such capital requirements and the one-time and recurring annual
fee income that the Company and the Service Companies have received from
these 36 joint venture relationships through December 31, 1999:



<PAGE>


<TABLE>
                                 CO-INVESTMENT ACTIVITIES SINCE THE INITIAL OFFERING
                                                   (in thousands)

<CAPTION>

                                   1994        1995        1996        1997        1998        1999       Total
                                 --------    --------    --------    --------    --------    --------    --------
<S>                             <C>         <C>         <C>         <C>         <C>         <C>         <C>
Total Expected Project
 Cost (1). . . . . . . . . . .   $ 71,191    $ 79,682    $146,819    $154,252    $203,179    $270,227    $925,350
AMLI Expected Equity
 Investment. . . . . . . . . .      7,641       7,548      25,165      15,046      47,328      46,877     149,605
Transaction fees: (2)
  Acquisition fees . . . . . .        270         219         184         193       --            149       1,015
  Development fees . . . . . .      --            206         819       1,451       2,526       2,693       7,695
  Construction fees. . . . . .         17         182         918       1,558       2,432       2,798       7,905
  Disposition fees . . . . . .      --          --             66       --          --            740         806
  Debt placement fees. . . . .      --          --          --             88          81          95         264
                                 --------    --------    --------    --------    --------    --------    --------
                                      287         607       1,987       3,290       5,039       6,475      17,685
                                 --------    --------    --------    --------    --------    --------    --------
Recurring fees and other
 interests: (3)
  Asset management fees. . . .        167         541         868       1,026       1,209       1,392       5,203
  Property management fees . .        120         408         954       1,694       2,454       3,438       9,068
  Cash flow preferences. . . .      --          --          --             59         195         381         635
                                 --------    --------    --------    --------    --------    --------    --------
                                      287         949       1,822       2,779       3,858       5,211      14,906
                                 --------    --------    --------    --------    --------    --------    --------
Value Added:
  Promoted interest from
    cash flow. . . . . . . . .      --          --          --             26          33          60         119
  Promoted interest from
    sale . . . . . . . . . . .      --          --          --          --          --            554         554
                                 --------    --------    --------    --------    --------    --------    --------
                                    --          --          --             26          33         614         673
                                 --------    --------    --------    --------    --------    --------    --------
       Total . . . . . . . . .   $    574       1,556       3,809       6,095       8,930      12,300      33,264
                                 ========    ========    ========    ========    ========    ========    ========



<PAGE>



<FN>
--------------------

(1)   Includes $383.8 million which has been or is expected to be debt financed.  Total expected costs are
included in the year in which a development project begins or an acquisition closes.

(2)   The transaction fees are shown net of intercompany eliminations to the extent of the Company's percentage
interest in its co-investment joint ventures.  The amounts shown represent the portion of the fees earned in the
applicable year.  The transaction fees for 1999 represent amounts earned by the Company for the year ended
December 31, 1999.  Subsequent to December 31, 1999, additional fees of approximately $5,557 are anticipated to be
earned by the Company and the Service Companies in connection with the completion of twelve development
communities under construction on behalf of existing co-investment joint ventures.

(3)   Recurring fees are shown before intercompany eliminations.  The Company owns an average of 30% interest in
the 35 co-investment partnerships at December 31, 1999.  The amounts shown represent the portion of the fees
earned in the applicable year.  The recurring fees for 1999 represent amounts earned by the Company for the year
ended December 31, 1999.  Recurring fees will increase as additional co-investment Communities under development
are completed.

</TABLE>


<PAGE>



     The Company has received indications of interest and is pursuing other
commitments for the acquisition or development of additional co-investment
communities.  In addition, the Company is continually working to expand the
base of its institutional joint venture partners.


HISTORY OF THE AMLI RESIDENTIAL PROPERTY BUSINESS

     The Company was formed in February 1994 to continue and expand the
multifamily property business previously conducted by ARC.  ARC was founded
in 1980 by Gregory T. Mutz and John E. Allen, the Chairman and Vice-
Chairman of the Company, respectively.  Ronald L. Jensen, Chairman of UICI,
served on ARC's Board of Directors from 1980 to 1982.  From the date of its
inception through the date of the Initial Offering, ARC focused on owning,
managing, leasing, acquiring and developing upscale residential apartment
communities in the Southwest, Southeast and Midwest areas of the United
States.  During the period from 1982 to 1989, ARC was actively engaged in
both the development and acquisition of multifamily communities.  From 1989
through the date of the Initial Offering, ARC exclusively pursued
acquisition opportunities due to ARC's belief that this strategy provided a
more favorable return relative to the risk taken than did the development
of new properties during this period.  From the date of the Initial
Offering to the present, AMLI has pursued a strategy of selective
acquisitions and developments in its target markets.



<PAGE>


<TABLE>

     Prior to 1994 all communities shown as wholly-owned were originally acquired as co-investments between ARC
and the Original Investors in various Property Partnerships.  The table below sets forth ARC's and the Company's
history of acquiring and developing apartment communities:

<CAPTION>
                                                    STABILIZED COMMUNITIES AT DECEMBER 31,
                              ------------------------------------------------------------------------------------
                                                                                                             1982-
                               1999     1998      1997      1996     1995      1994      1993      1992      1991
                             -------   ------    ------    ------   ------    ------    ------    ------   -------
<S>                         <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>

WHOLLY-OWNED:
  Units at beginning
   of year . . . . . . . .    12,792   11,650     9,824     9,600    9,789     8,207     6,793     5,673     --
  Units acquired . . . . .      --      1,102     1,724       --     --        1,582     1,414     1,120     4,030
  Units sold/contributed
   to co-investment. . . .      (773)    (472)     (350)      --      (421)    --        --        --        --
  Units developed (1). . .       496      512       452       224      232     --        --        --        1,643
  Total wholly
    owned units
    at end of year . . . .    12,515   12,792    11,650     9,824    9,600     9,789     8,207     6,793     5,673

CO-INVESTMENTS:
  Units at beginning
    of year. . . . . . . .     6,767    5,851     3,677     2,245    1,451       425       425       425     --
  Units acquired/con-
    tributed to
    co-investment. . . . .     1,026      260     1,506     1,080      794     1,026     --        --          150
  Units sold . . . . . . .      (713)   --         --        (150)   --        --        --        --        --
  Units developed (1). . .     1,856      656       668       502    --        --        --        --          275
  Total co-investment
    units at end
    of year. . . . . . . .     8,936    6,767     5,851     3,677    2,245     1,451       425       425       425

          Total stabilized
            units. . . . .    21,451   19,559    17,501    13,501   11,845    11,240     8,632     7,218     6,098

<FN>

   (1)  Units included on this line when community reaches stabilization.

</TABLE>


<PAGE>


ITEM 2.  COMMUNITIES

     STABILIZED COMMUNITIES

     The Communities include 55 stabilized multifamily apartment
communities containing 21,451 apartment homes operated under the AMLI
[registered trademark] brand name.  "Stabilized" refers to a Community
having achieved substantial (92-95%) occupancy at the conclusion of an
initial lease-up period.  Thirty-one of the stabilized Communities,
containing an aggregate of 12,515 apartment homes, are directly owned by
the Company (the "Wholly-Owned Communities") and twenty-four Communities,
containing an aggregate of 8,936 apartment homes, are owned through co-
investment joint ventures (the "Co-Investment Communities").  The
stabilized Communities are located in the markets described in the table
below:

                                               Wholly-Owned   Co-Investment
                                   Total        Communities     Communities
                              -------------    ------------    ------------
Location                      No.     Units     No.   Units     No.   Units
--------                     ----     -----    ----   -----    ----   -----

Dallas/Ft. Worth,
  Texas. . . . . . . . .       17     6,920      10   4,560       7   2,360
Atlanta, Georgia . . . .       15     6,318       8   3,628       7   2,690
Chicago, Illinois. . . .        6     2,384       1     196       5   2,188
Austin, Texas. . . . . .        5     1,865       4   1,289       1     576
Indianapolis, Indiana. .        3     1,536       3   1,536      --      --
Eastern Kansas . . . . .        6     1,674       5   1,306       1     368
Houston, Texas . . . . .        3       754      --    --         3     754
                              ---    ------     ---  ------     ---   -----
    Total. . . . . . . .       55    21,451      31  12,515      24   8,936
                              ===    ======     ===  ======     ===   =====

     As of December 31, 1999, the average age of the stabilized Communities
was approximately 7.5 years, the average occupancy rate of the stabilized
Communities was 92.6%, and the average monthly rental rate per apartment
home was $788.

     DEVELOPMENT COMMUNITIES

     The development communities, including communities in lease-up,
consist of fourteen multifamily apartment communities or new phases of
existing communities which upon completion will contain 4,298 apartment
homes.  The development communities are under development in the markets
described in the table below:

                                                 Company      Co-Investment
                                                Development    Development
                                   Total        Communities    Communities
                              -------------    ------------   -------------
Location                      No.     Units     No.   Units     No.   Units
--------                     ----     -----    ----   -----   -----   -----

Atlanta, Georgia . . . .        3       916      --      --       3     916
Dallas/Ft. Worth,
 Texas . . . . . . . . .        1       200       1     200      --      --
Chicago, Illinois. . . .        2       864      --      --       2     864
Austin, Texas. . . . . .        1       430      --      --       1     430
Indianapolis, Indiana. .        3       892      --      --       3     892
Kansas City. . . . . . .        4       996      --      --       4     996
                             ----     -----    ----    ----    ----   -----
    Total. . . . . . . .       14     4,298       1     200      13   4,098
                             ====     =====    ====    ====    ====   =====



<PAGE>


     The Wholly-Owned Communities and the Co-Investment Communities are
primarily oriented to residents demanding high levels of services and
contain numerous tenant amenities, such as fitness centers, swimming pools,
tennis courts, basketball and volleyball courts, miles of jogging trails
and nature walks.  Most of the apartment units have a patio, porch or
sunroom, and many offer one or more additional features such as vaulted
ceilings, microwave ovens, Palladian windows, fireplaces and washers and
dryers or washer/dryer connections.  The Wholly-Owned Communities and Co-
Investment Communities that were developed by AMLI have won numerous awards
for design, landscaping and architecture.

     The table below summarizes certain information related to the Wholly-
Owned Communities and the Co-Investment Communities.



<PAGE>


<TABLE>

<CAPTION>
                                                                                                1999        1999
                                                                                              AVERAGE     WEIGHTED
                                                                               AVERAGE       COLLECTED     AVERAGE
                                                     YEAR       NUMBER        UNIT SIZE         RENT      PHYSICAL
WHOLLY-OWNED COMMUNITIES         LOCATION          COMPLETED    OF UNITS    (SQUARE FEET)     PER UNIT    OCCUPANCY
------------------------         --------          ---------    --------    -------------     --------   ----------
<S>                              <C>              <C>          <C>         <C>               <C>        <C>

DALLAS/FT. WORTH, TX
AMLI:
  at AutumnChase                 Carrollton       1987/96/99         690              867       $  739          92%
  at Bent Tree                   Dallas              1996            300              943          831          94%
  at Bishop's Gate               West Plano          1997            266            1,098        1,015          93%
  at Chase Oaks                  Plano               1986            250              775          686          94%
  at Gleneagles                  Dallas             1987/97          590              882          714          94%
  on the Green                   Ft. Worth          1990/93          424              846          694          94%
  at Nantucket                   Dallas              1986            312              712          571          96%
  of North Dallas                Dallas           1985/86 (1)      1,032              879          679          91%
  on Rosemeade                   Dallas              1987            236              870          685          94%
  at Valley Ranch                Irving            1985 (1)          460              848          717          95%
                                                                  ------           ------       ------        -----
                                                                   4,560              871          721          93%
                                                                  ------           ------       ------        -----

AUSTIN, TX
AMLI:
  at the Arboretum               Austin              1983            231              771          713          95%
  in Great Hills                 Austin              1985            344              750          716          95%
  at Lantana Ridge               Austin              1997            354              881          839          94%
  at Martha's Vineyard           Austin              1986            360              723          637          95%
                                                                  ------           ------       ------        -----
                                                                   1,289              782          727          94%
                                                                  ------           ------      -------        -----

ATLANTA, GA
AMLI:
  at Clairmont                   Atlanta             1988            288              796          798          96%
  at Killian Creek (1)           Snellville          1999            256            1,027          731          98%
  at Park Creek                  Gainesville         1998            200              976          747          91%
  at Peachtree City              Fayette County      1998            312              980          904          95%
  at Sope Creek                  Marietta         1982/83/95         695              910          708          94%
  at Spring Creek                Dunwoody          1985/86/
                                                   87/89 (1)       1,180              916          754          92%
  at Vinings                     Atlanta             1985            360            1,040          813          94%
  at West Paces                  Atlanta             1992            337            1,050          917          94%
                                                                  ------           ------       ------        -----
                                                                   3,628              947          781          94%
                                                                  ------           ------       ------        -----


<PAGE>


                                                                                                            1999
                                                                                                1999      WEIGHTED
                                                                               AVERAGE         AVERAGE     AVERAGE
                                                     YEAR       NUMBER        UNIT SIZE         RENT      PHYSICAL
WHOLLY-OWNED COMMUNITIES         LOCATION          COMPLETED    OF UNITS    (SQUARE FEET)     PER UNIT    OCCUPANCY
------------------------         --------          ---------    --------    -------------     --------   ----------

KANSAS CITY
AMLI:
  at Alvamar                     Lawrence            1989            152              828          682          94%
  at Centennial Park             Overland Park       1997            170            1,205          969          90%
  at Lexington Farms             Overland Park       1998            404              972          798          90%
  at Regents Center              Overland Park    1991/95/97         424              940          749          95%
  at Town Center                 Overland Park       1997            156            1,134          958          91%
                                                                  ------           ------       ------        -----
                                                                   1,306              995          810          92%
                                                                  ------           ------       ------        -----

INDIANAPOLIS, IN
AMLI:
  at Conner Farms                Indianapolis        1993            300            1,091          815          94%
  at Riverbend                   Indianapolis     1983/85 (1)        996              824          603          86%
  at Eagle Creek                 Indianapolis        1998            240              973          757          92%
                                                                  ------           ------       ------        -----
                                                                   1,536              899          668          88%
                                                                  ------           ------       ------        -----

CHICAGO, IL
AMLI:
  at Poplar Creek                Schaumburg          1985            196              906          980          95%
                                                                  ------           ------       ------        -----

  TOTAL WHOLLY-OWNED
    COMMUNITIES AT
    DECEMBER 31, 1999                                             12,515              901       $  746        92.8%
                                                                  ======           ======       ======        =====

<FN>

   (1)  These Communities are currently under renovation.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                                                                            1999
                                                                                                1999      WEIGHTED
                      COMPANY'S                                                  AVERAGE       AVERAGE     AVERAGE
CO-INVESTMENT         PERCENTAGE                        YEAR      NUMBER        UNIT SIZE       RENT      PHYSICAL
COMMUNITIES           OWNERSHIP      LOCATION         COMPLETED   OF UNITS    (SQUARE FEET)   PER UNIT    OCCUPANCY
----------------      ----------     --------         ---------   --------    -------------   --------   ----------
<S>                   <C>            <C>             <C>         <C>         <C>             <C>        <C>
ATLANTA, GA
AMLI:
 at Barrett Lakes       35%          Cobb County        1997           446            1,037     $  863          94%
 at Pleasant Hill       40%          Gwinnett County    1996           502            1,000        803          94%
 at River Park          40%          Norcross           1997           222            1,021        898          95%
 at Towne Creek          1%          Gainesville        1989           150              811        634          92%
 at Willeo Creek        30%          Rosewell           1989           242            1,229        847          94%
 at Northwinds (1)      35%          Alpharetta         1999           800            1,023        880          92%
 at Windward Park       45%          Alpharetta         1999           328            1,082        910          93%
                                                                    ------           ------       ----        -----
                                                                     2,690            1,035        851          93%
                                                                    ------           ------       ----        -----

CHICAGO, IL

AMLI:
 at Chevy Chase         33%          Buffalo Grove      1988           592              812      1,017          96%
 at Danada Farms        10%          Wheaton           1989/91         600              869        955          95%
 at Fox Valley          25%          Aurora             1998           272              990        978          90%
 at Willowbrook         40%          Willowbrook        1987           488              857        984          94%
 at Windbrooke          15%          Buffalo Grove      1987           236              903      1,021          98%
                                                                    ------           ------       ----        -----
                                                                     2,188              870        988          95%
                                                                    ------           ------       ----        -----
KANSAS CITY

AMLI:
 at Regents Crest       25%          Overland Park      1997           368              942        766          94%
                                                                    ------           ------       ----        -----

AUSTIN, TX

AMLI:
 at Wells Branch (1)    25%          Austin             1999           576              963        809          94%
                                                                    ------           ------       ----        -----



<PAGE>


                                                                                                            1999
                                                                                                1999      WEIGHTED
                      COMPANY'S                                                  AVERAGE       AVERAGE     AVERAGE
CO-INVESTMENT         PERCENTAGE                        YEAR      NUMBER        UNIT SIZE       RENT      PHYSICAL
COMMUNITIES           OWNERSHIP      LOCATION         COMPLETED   OF UNITS    (SQUARE FEET)   PER UNIT    OCCUPANCY
----------------      ----------     --------         ---------   --------    -------------   --------   ----------

DALLAS, TX

AMLI:
 at Deerfield (1)       25%          Plano              1999           240              996        836          90%
 at Fossil Creek        25%          Ft. Worth          1998           384            1,001        813          94%
 at Oak Bend            40%          Lewisville         1997           426              898        772          94%
 on the Parkway         25%          Dallas             1999           240              940        873          93%
 at Prestonwood
   Hills                45%          Dallas             1997           272              903        824          93%
 at Timberglen          40%          Dallas             1985           260              774        622          94%
 at Verandah            35%          Arlington         1986/91         538              733        670          95%
                                                                    ------           ------       ----        -----
                                                                     2,360              878        762          94%
                                                                    ------           ------       ----        -----

HOUSTON, TX

AMLI:
 at Champions Centre    15%          Houston            1994           192              857        747          92%
 at Champions Park      15%          Houston            1991           246              902        732          92%
 at Greenwood Forest    15%          Houston            1995           316              984        775          93%
                                                                    ------           ------       ----        -----
                                                                       754              925        754          92%
                                                                    ------           ------       ----        -----
    TOTAL CO-INVESTMENT COMMUNITIES
      AT DECEMBER 31, 1999                                           8,936              935       $847        93.6%
                                                                    ======           ======       ====        =====
    TOTAL                                                           21,451              915       $788        93.2%
                                                                    ======           ======       ====        =====

<FN>

     (1)  Fourth quarter average occupancy; in lease-up prior to the fourth quarter.






</TABLE>


<PAGE>


<TABLE>
                                                      OCCUPANCY

     The following is a listing of approximate physical occupancy levels by quarter for the Company's Wholly-Owned
Communities and Co-Investment Communities:
<CAPTION>
                                                                   1999                        1998
LOCATION/COMMUNITY              COMPANY'S   NUMBER      --------------------------  --------------------------
------------------             PERCENTAGE     OF         AT     AT     AT      AT     AT     AT     AT     AT
WHOLLY-OWNED COMMUNITIES        OWNERSHIP    UNITS     12/31   9/30   6/30    3/31  12/31   9/30   6/30   3/31
------------------------       ----------   -------    -----  -----  -----  ------  -----  ----- ------ ------
<S>                            <C>          <C>       <C>    <C>    <C>       <C>   <C>    <C>    <C>   <C>
DALLAS/FT. WORTH, TEXAS
 AMLI:
   at AutumnChase. . . . . . .                 690       92%    91%    91%     91%    92%    93%    90%    97%
   at Bent Tree. . . . . . . .                 300       92%    92%    93%     93%    97%    91%    93%    93%
   at Bishop's Gate. . . . . .                 266       93%    96%    93%     94%    91%    92%    97%   100%
   at Chase Oaks . . . . . . .                 250       97%    93%    92%     92%    92%    93%    93%    98%
   at Gleneagles . . . . . . .                 590       94%    95%    95%     94%    92%    93%    98%    97%
   on the Green. . . . . . . .                 424       94%    95%    94%     93%    88%    93%    92%    96%
   at Nantucket. . . . . . . .                 312       97%    95%    95%     94%    91%    93%    97%    98%
   of North Dallas . . . . . .               1,032       90%    91%    90%     92%    91%    93%    93%    96%
   on Rosemeade. . . . . . . .                 236       95%    97%    95%     95%    94%    94%    95%    96%
   at Valley Ranch . . . . . .                 460       95%    96%    96%     91%    90%    92%    97%    98%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
                                             4,560       93%    93%    93%     93%    92%    93%    94%    97%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
AUSTIN, TEXAS
 AMLI:
   at the Arboretum. . . . . .                 231       96%    91%    96%     97%    94%    97%    96%    97%
   in Great Hills. . . . . . .                 344       97%    94%    97%     93%    89%    99%    97%    98%
   at Lantana Ridge. . . . . .                 354       94%    97%    92%     92%    90%    92%    92%    94%
   at Martha's Vineyard. . . .                 360       96%    96%    98%     96%    93%    96%    97%    96%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
                                             1,289       96%    95%    96%     94%    91%    95%    96%    96%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
ATLANTA, GEORGIA
 AMLI:
  at Clairmont . . . . . . . .                 288       96%    96%    95%     94%    96%    95%    96%    96%
                                                                     lease   lease  lease
  at Killian Creek . . . . . .                 256       98%    96%    up      up     up     N/A    N/A    N/A
                                                                                           lease  lease
  at Park Creek. . . . . . . .                 200       88%    90%    95%     88%    97%    up     up     N/A
  at Peachtree City. . . . . .                 312       94%    93%    97%     94%    90%    96%    99%    N/A
  at Sope Creek. . . . . . . .                 695       96%    95%    92%     93%    94%    97%    95%    94%
  at Spring Creek. . . . . . .               1,180       92%    93%    91%     91%    92%    94%    93%    94%
  at Vinings . . . . . . . . .                 360       94%    92%    96%     96%    92%    94%    96%    95%
  at West Paces. . . . . . . .                 337       91%    94%    95%     94%    95%    97%    99%    98%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
                                             3,628       94%    94%    93%     93%    93%    95%    95%    95%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----


<PAGE>


                                                                   1999                        1998
                                COMPANY'S   NUMBER      --------------------------  --------------------------
                               PERCENTAGE     OF         AT     AT     AT      AT     AT     AT     AT     AT
LOCATION/COMMUNITY              OWNERSHIP    UNITS     12/31   9/30   6/30    3/31  12/31   9/30   6/30   3/31
------------------             ----------   -------    -----  -----  -----  ------  -----  ----- ------ ------

KANSAS CITY
 AMLI:
   at Alvamar. . . . . . . . .                 152       86%    99%    95%     93%    90%    94%    94%    95%
   at Centennial Park. . . . .                 170       85%    92%    94%     89%    89%    N/A    N/A    N/A
   at Crown Colony . . . . . .                 N/A       N/A    87%    92%     91%    88%    91%    89%    96%
   at Lexington Farms. . . . .                 404       84%    89%    94%     91%    85%    N/A    N/A    N/A
   at Regents Center . . . . .                 424       89%    94%    97%     97%    95%    93%    95%    90%
   at Sherwood . . . . . . . .                 N/A       N/A    93%    92%     91%    93%    89%    93%    92%
   at Town Center. . . . . . .                 156       83%    88%    92%     96%    91%    96%    94%    93%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
                                             1,306       86%    92%    94%     93%    90%    92%    93%    93%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
INDIANAPOLIS, INDIANA
 AMLI:
   at Conner Farms . . . . . .                 300       95%    94%    95%     96%    89%    93%    86%    90%
   at Eagle Creek. . . . . . .                 240       91%    91%    91%     94%    87%    N/A    N/A    N/A
   at Riverbend. . . . . . . .                 996       77%    79%    91%     87%    88%    92%    93%    96%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
                                             1,536       83%    84%    92%     90%    88%    92%    92%    95%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
CHICAGO, ILLINOIS
 AMLI:
   at Park Sheridan. . . . . .                 N/A       N/A    96%    96%     93%    93%    98%    97%   100%
   at Poplar Creek . . . . . .                 196       92%    93%    96%     90%    93%    94%    95%    98%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
                                               196       92%    94%    96%     92%    93%    96%    96%    99%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
                                            12,515     91.5%  92.2%  93.3%   92.4%  91.4%  93.6%  94.2%  95.1%
                                            ======     =====  =====  =====   =====  =====  =====  =====  =====

CO-INVESTMENT COMMUNITIES:
--------------------------
ATLANTA, GA
 AMLI:
   at Barrett Lakes. . . . . .     35%         446       95%    95%    94%     94%    88%    93%    93%    96%
                                                              lease  lease   lease  lease  lease  lease  lease
   at Northwinds . . . . . . .     35%         800       93%    up     up      up     up     up     up     up
   at Pleasant Hill. . . . . .     40%         502       98%    95%    93%     90%    91%    94%    95%    93%
   at River Park . . . . . . .     40%         222       96%    95%    95%     93%    91%    96%    95%    98%
   at Towne Creek. . . . . . .      1%         150       95%    96%    96%     86%    83%    89%    92%    95%
   at Willeo Creek . . . . . .     30%         242       93%    96%    99%     91%    86%    96%    94%    98%
   at Windward Park. . . . . .     45%         328       95%    95%    N/A     N/A    N/A    N/A    N/A    N/A
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----
                                             2,690       95%    95%    95%     91%    89%    94%    94%    96%
                                            ------     -----  -----  -----   -----  -----  -----  -----  -----


<PAGE>


                                                                   1999                        1998
                                COMPANY'S   NUMBER      --------------------------  --------------------------
                               PERCENTAGE     OF         AT     AT     AT      AT     AT     AT     AT     AT
LOCATION/COMMUNITY              OWNERSHIP    UNITS     12/31   9/30   6/30    3/31  12/31   9/30   6/30   3/31
------------------             ----------   -------    -----  -----  -----  ------  -----  ----- ------ ------

CHICAGO, IL
 AMLI:
   at Chevy Chase. . . . . . .     33%         592       92%    96%    97%     96%    95%    97%    98%    97%
   at Danada Farms . . . . . .     10%         600       96%    93%    94%     96%    94%    94%    96%    98%
                                                                                                         lease
   at Fox Valley . . . . . . .     25%         272       91%    88%    92%     94%    86%    89%    87%    up
   at Prairie Court. . . . . .     N/A         N/A       N/A    N/A    97%     95%    94%    96%    93%    96%
   at Willowbrook. . . . . . .     40%         488       90%    91%    96%     95%    96%    95%    98%    98%
   at Windbrooke . . . . . . .     15%         236       99%    98%    97%     99%    98%    99%    95%   100%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----
                                             2,188       93%    93%    96%     96%    94%    95%    95%    98%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----
KANSAS CITY
 AMLI:
   at Regents Crest. . . . . .     25%         368       87%    92%    93%     93%    96%    96%    94%    92%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----
DALLAS, TX
 AMLI:                                                        lease  lease   lease
   at Deerfield. . . . . . . .     25%         240       98%    up     up      up     N/A    N/A    N/A    N/A
                                                                                           lease  lease  lease
   at Fossil Creek . . . . . .     25%         384       95%    95%    96%     91%    90%    up     up     up
   at Oak Bend . . . . . . . .     40%         426       93%    N/A    N/A     N/A    N/A    N/A    N/A    N/A
                                                                                    lease  lease  lease  lease
   on the Parkway. . . . . . .     25%         240       93%    89%    92%     95%    up     up     up     up
   at Prestonwood Hills. . . .     45%         272       92%    93%    N/A     N/A    N/A    N/A    N/A    N/A
   on Timberglen . . . . . . .     40%         260       94%    97%    95%     92%    92%    N/A    N/A    N/A
   at Verandah . . . . . . . .     35%         538       97%    95%    93%     95%    94%    93%    96%    97%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----
                                             2,360       95%    94%    94%     94%    92%    93%    96%    97%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----
AUSTIN, TX
 AMLI:
   at Park Place . . . . . . .     N/A         N/A       N/A    95%    96%     96%    92%    95%    95%    95%
                                                                             lease
   at Wells Branch . . . . . .     25%         576       92%    93%    89%     up     N/A    N/A    N/A    N/A
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----
                                               576       92%    94%    92%     96%    92%    95%    95%    95%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----


<PAGE>


                                                                   1999                        1998
                                COMPANY'S   NUMBER      --------------------------  --------------------------
                               PERCENTAGE     OF         AT     AT     AT      AT     AT     AT     AT     AT
LOCATION/COMMUNITY              OWNERSHIP    UNITS     12/31   9/30   6/30    3/31  12/31   9/30   6/30   3/31
------------------             ----------   -------    -----  -----  -----  ------  -----  ----- ------ ------

HOUSTON, TX
 AMLI:
   at Champions Centre . . . .     15%         192       93%    93%    92%     92%    93%    95%    97%    98%
   at Champions Park . . . . .     15%         246       94%    91%    95%     85%    91%    98%    95%    95%
   at Greenwood Forest . . . .     15%         316       95%    92%    96%     93%    92%    98%    96%    97%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----
                                               754       94%    92%    94%     90%    92%    97%    96%    97%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----

Total Co-Investment
  Communities. . . . . . . . .               8,936     93.8%  93.8%  94.4%   93.6%  92.1%  94.8%  94.8%  96.4%
                                           -------     -----  -----  -----   -----  -----  -----  -----  -----

TOTAL. . . . . . . . . . . . .              21,451     92.4%  92.8%  93.7%   92.8%  91.6%  94.1%  94.4%  95.9%
                                           =======     =====  =====  =====   =====  =====  =====  =====  =====


</TABLE>


<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

     None of the Company, the Operating Partnership, the Service Companies
or the co-investment partnerships is presently subject to any material
litigation nor, to the Company's knowledge, has any material litigation
been threatened.  The Company is party to routine litigation and
administrative proceedings arising in the ordinary course of business, most
of which are expected to be covered by liability insurance and none of
which individually or in the aggregate are expected to have a material
effect on the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of the Company's
shareholders during the fourth quarter of the year ended December 31, 1999.





<PAGE>


<TABLE>

                                                       PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     The Company's common shares began trading on the NYSE on February 9, 1994, under the symbol "AML."  The
following table sets forth the quarterly high and low sales prices per share as reported on the New York Stock
Exchange Composite Tape by CompuServe and the dividends paid by the Company with respect to the periods noted.

<CAPTION>
                                                           1999                              1998
                                               -----------------------------     -----------------------------
                                                                   DIVIDENDS                         DIVIDENDS
                                                                   PER SHARE                         PER SHARE
                                               HIGH        LOW        (1)        HIGH        LOW        (1)
                                              ------      -----    ---------    ------      -----    ---------
<S>                                         <C>        <C>        <C>         <C>        <C>        <C>

  First Quarter  . . . . . . . . . . . .      $22.69     $19.06        $0.45    $24.38     $22.00        $0.44
  Second Quarter . . . . . . . . . . . .       22.88      20.06         0.45     23.94      19.31         0.44
  Third Quarter. . . . . . . . . . . . .       22.00      20.75         0.46     23.13      19.56         0.44
  Fourth Quarter . . . . . . . . . . . .       21.88      19.44         0.46     23.25      18.44         0.45

<FN>

    (1)  The Company paid dividends with respect to these quarters in the quarter immediately following the
quarter for which they are paid.



</TABLE>


<PAGE>


     Dividends are declared and paid in the second month following the end
of the calendar quarter in which the related cash flow from operations is
generated.  On February 29, 2000, the last reported sale price of the
common shares on the NYSE was $20.4375 per share.  On the same date, the
Company had 17,032,346 common shares outstanding held by 350 shareholders
of record.

     The Company's current dividend payment level equals an annual rate of
$1.84 per common share.  The Company anticipates that it will continue to
make regular quarterly dividend payments.  In 1999, the Company distributed
approximately 90% of its taxable income and will designate a portion of its
dividends being paid during 2000 as a throw back dividend to 1999.
Accordingly, no provision has been made for Federal income taxes for the
Company.  Dividends paid in 1999 were fully taxable (54% as capital gain
and 46% as ordinary income).  The Company estimates that dividends to be
paid in 2000 will also be fully taxable.

     Future distributions by the Company will be at the discretion of the
Board of Trustees and will depend on the actual cash available for
distribution and funds from operations of the Company, its financial
condition, capital requirements, the annual distribution requirements under
the REIT provisions of the Internal Revenue Code and such other factors as
the Board of Trustees deems relevant.  The annual dividend payments for
calendar year 1999 (including the capital gain dividend) and the throw back
dividend from calendar year 2000 necessary for the company to maintain its
status as a REIT are approximately $2.07 per share.




<PAGE>


<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA
<CAPTION>
     The following table sets forth selected financial data relating to the historical financial condition and
results of operations of the Company.  Such selected financial data is qualified in its entirety by, and should be
read in conjunction with, "Item 7.  Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto included in this report.

                                                                HISTORICAL
                                                   (in thousands, except per share data)
                                -----------------------------------------------------------------------
                                   1999           1998           1997            1996           1995
                               -----------    -----------     ----------     -----------    -----------
<S>                           <C>            <C>             <C>            <C>            <C>
OPERATING DATA:
Revenues . . . . . . . . . .      $129,108        117,353         90,073          78,271         73,877
Income before minority
  interest and extra-
  ordinary item. . . . . . .        61,071         34,697         28,926          19,949         17,006
Net income . . . . . . . . .        51,738         29,700         24,352          15,250         13,719

Net income per common
  share - basic. . . . . . .          2.63           1.49           1.43            1.11           1.18
Net income per common
  share - diluted. . . . . .          2.46           1.49           1.43            1.11           1.18

BALANCE SHEET DATA:
Residential real estate,
 before accumulated
 depreciation. . . . . . . .       729,325        739,764        653,947         495,519        442,865
Total assets . . . . . . . .       804,618        785,592        679,978         504,357        433,227
Total debt . . . . . . . . .       369,541        367,370        333,250         202,013        215,255
Minority interest. . . . . .        57,813         54,574         51,463          44,871         39,077
Shareholders' equity . . . .       357,041        342,854        270,439         242,022        166,163

OTHER DATA:
Funds from operations
  (A). . . . . . . . . . . .        63,579         53,232         42,172          32,593         26,724
Cash dividends paid per
  common share . . . . . . .          1.81           1.76           1.73            1.72           1.71
Net cash flow from
  operating activities . . .        54,905         47,175         39,129          31,934         28,334
Net cash flow for
  investing activities . . .       (14,416)      (121,935)      (170,900)        (66,864)        (2,551)
Net cash flow from (for)
  financing activities . . .       (42,717)        73,630        127,156          42,942        (26,964)


<PAGE>


<FN>

     (A)  The Company believes that funds from operations ("FFO") is useful
as a  measure of the performance of an equity REIT.  FFO is defined as net
income (computed in accordance with generally accepted accounting
principles ("GAAP")), excluding extraordinary gains (losses) from debt
restructurings and gains (losses) from sales of depreciable operating
properties, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships, joint ventures, and other affiliates.
Adjustments for unconsolidated partnerships, joint ventures and other
affiliates are calculated to reflect FFO on the same basis. FFO does not
represent cash flows from operations, as defined by GAAP; is not indicative
that cash flows are adequate to fund all cash needs; and is not to be
considered an alternative to net income or any other GAAP measure as a
measurement of the results of the Company's operations or the Company's
cash flows or liquidity as defined by GAAP.  In accordance with additional
guidance issued by NAREIT in October 1999, the Company's FFO for 1996 and
1995 were restated to include items of FFO previously excluded.



</TABLE>


<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS (Dollars in thousands,
         except share data and rental rates per unit)

     The following discussion is based primarily on the consolidated
financial statements of AMLI Residential Properties Trust (the "Company")
as of December 31, 1999 and 1998 and for the years ended December 31, 1999,
1998 and 1997.  This information should be read in conjunction with the
accompanying consolidated financial statements and notes thereto.

     The Company commenced operations upon completion of its Initial Public
Offering in February 1994.  On January 30, 1996, the Company issued
1,200,000 Series A convertible preferred shares for $20 per share, or
$24,000, directly to four institutional investors and Amli Realty Co.
("ARC") in a registered offering.  Through December 31, 1999, 350,000
Series A convertible preferred shares have been converted into common
shares.  In November 1996, the Company completed a public offering of
2,976,900 common shares.  In July 1997, the Company closed on the public
offering of 1,694,700 common shares.  In February 1998, the Company placed
3,125,000 Series B convertible preferred shares for $24 per share.  The net
proceeds of the issuance of the preferred shares and the public offerings
were used to reduce the Company's debt and fund development costs.

     As of December 31, 1999, the Company owned an 85% general partnership
interest in AMLI Residential Properties, L.P. (the "Operating
Partnership"), which holds the assets of the Company.  The limited partners
hold Operating Partnership units ("OP Units") that are convertible into
common shares of the Company on a one-for-one basis, subject to certain
limitations.  At December 31, 1999, the Company owned 20,971,138 OP Units
and the limited partners owned 3,567,516 OP Units.

     At December 31, 1999, the Company owned, or owned interests in, 21,451
apartment homes and an additional 4,298 apartment homes under development
or in lease-up.

RESULTS OF OPERATIONS

     During the period from January 1, 1998 through December 31, 1999,
growth from property revenues and property operating expenses resulted from
increases at communities owned as of January 1, 1998, from communities
acquired and from the communities constructed since January 1, 1998, net of
sales.

     Since January 1, 1998, the Company has acquired a total of 1,102 units
at four stabilized communities (AMLI at Clairmont, AMLI at Centennial Park,
AMLI at Lexington Farms and AMLI at Eagle Creek) and developed and begun
rental operations on 456 apartment homes at two new communities (AMLI at
Park Creek and AMLI at Killian Creek).  During the same period, the Company
has sold a total of 985 units at four communities (AMLI at Reflections,
AMLI at Park Sheridan, AMLI at Crown Colony and AMLI at Sherwood).
Property operations for wholly-owned communities for the twelve months
ended December 31, 1999 and 1998 are summarized as follows:

                                                              Increase
                                        1999       1998      (Decrease)
                                      --------   --------    ----------
Total Property Revenues
-----------------------
Same Communities . . . . . . . . . .  $ 89,697     87,904        1,793
New Communities. . . . . . . . . . .     7,393      4,951        2,442
Development and/or Lease-up
 Communities . . . . . . . . . . . .     1,705        340        1,365
Acquisition Communities. . . . . . .    10,540      3,815        6,725
Communities Contributed
 to Ventures/Sold. . . . . . . . . .     5,619     10,819       (5,200)
                                      --------   --------     --------
    Total. . . . . . . . . . . . . .  $114,954    107,829        7,125
                                      ========   ========     ========


<PAGE>


                                                              Increase
                                        1999       1998      (Decrease)
                                      --------   --------    ----------
Total Property Operating Expenses
---------------------------------
Same Communities . . . . . . . . . .  $ 35,327     35,062          265
New Communities. . . . . . . . . . .     2,217      1,662          555
Development and/or Lease-up
 Communities . . . . . . . . . . . .       809        244          565
Acquisition Communities. . . . . . .     3,676      1,291        2,385
Communities Contributed
 to Ventures/Sold. . . . . . . . . .     2,318      5,334       (3,016)
                                      --------   --------     --------
    Total. . . . . . . . . . . . . .  $ 44,347     43,593          754
                                      ========   ========     ========
Total Property Net Operating Income
-----------------------------------
Same Communities . . . . . . . . . .  $ 54,370     52,842        1,528
New Communities. . . . . . . . . . .     5,176      3,289        1,887
Development and/or Lease-up
 Communities . . . . . . . . . . . .       896         96          800
Acquisition Communities. . . . . . .     6,864      2,524        4,340
Communities Contributed
 to Ventures/Sold. . . . . . . . . .     3,301      5,485       (2,184)
                                      --------   --------     --------
    Total. . . . . . . . . . . . . .  $ 70,607     64,236        6,371
                                      ========   ========     ========

     The term "New Communities" refers to completed properties owned since
the beginning of the earliest period for which comparative financial
information is presented.

     Property Net Operating Income is computed before interest, taxes,
depreciation and amortization.  This performance measure is not intended as
a replacement for net income determined in accordance with generally
accepted accounting principles ("GAAP").

     In December 1998, the Company contributed AMLI on Timberglen, a 260-
unit property, to a 40% owned partnership.  In August 1999, the Company
invested in two 45% owned co-investment partnerships which acquired two
stabilized communities:  AMLI at Prestonwood Hills, a 272-unit community,
and AMLI at Windward Park, a 328-unit community.  In October 1999, the
Company invested in another 40% owned co-investment partnership which
acquired one stabilized community, AMLI at Oak Bend, a 426-unit community.
In addition, the Company, through joint ventures with institutional
investors, completed the development or has under development and begun
rental operations of nine new communities and one additional phase to an
existing stabilized community, that contain a total of 2,976 apartment
homes (AMLI at Wells Branch, AMLI at Oakhurst North, AMLI on the Parkway,
AMLI at Deerfield, AMLI at St. Charles, AMLI at Lake Clearwater, AMLI at
Castle Creek, AMLI at Regents Crest II, AMLI Creekside and AMLI at
Wynnewood Farms).  Property operations for co-investment communities for
the twelve months ended December 31, 1999 and 1998 are summarized as
follows:
                                                              Increase
                                        1999       1998      (Decrease)
                                      --------   --------    ----------
Total Co-investment Property Revenues
-------------------------------------
Same Communities . . . . . . . . . .  $ 53,170     51,159        2,011
New Communities. . . . . . . . . . .     6,919      5,362        1,557
Development and/or Lease-up
 Communities . . . . . . . . . . . .    19,409      5,472       13,937
Acquisition Communities. . . . . . .     5,335      --           5,335
Communities Contributed
 to Ventures/Sold. . . . . . . . . .     7,250      6,018        1,232
                                      --------   --------     --------
    Total. . . . . . . . . . . . . .  $ 92,083     68,011       24,072
                                      ========   ========     ========


<PAGE>


                                                              Increase
                                        1999       1998      (Decrease)
                                      --------   --------    ----------

Company's share of co-invest-
 ment total revenues . . . . . . . .  $ 24,910     17,987        6,923
                                      ========   ========     ========


Total Co-investment
Property Operating Expenses
---------------------------
Same Communities . . . . . . . . . .  $ 19,269     19,442         (173)
New Communities. . . . . . . . . . .     2,581      2,700         (119)
Development and/or Lease-up
 Communities . . . . . . . . . . . .     8,349      2,352        5,997
Acquisition Communities. . . . . . .     2,187      --           2,187
Communities Contributed
 to Ventures/Sold. . . . . . . . . .     3,358      2,834          524
                                      --------   --------     --------
    Total. . . . . . . . . . . . . .  $ 35,744     27,328        8,416
                                      ========   ========     ========
Company's share of co-invest-
 ment total expenses . . . . . . . .  $  9,375      7,068        2,307
                                      ========   ========     ========


Total Co-investment Property
Net Operating Income
----------------------------
Same Communities . . . . . . . . . .  $ 33,901     31,717        2,184
New Communities. . . . . . . . . . .     4,338      2,662        1,676
Development and/or Lease-up
 Communities . . . . . . . . . . . .    11,060      3,120        7,940
Acquisition Communities. . . . . . .     3,148      --           3,148
Communities Contributed
 to Ventures/Sold. . . . . . . . . .     3,892      3,184          708
                                      --------   --------     --------
    Total. . . . . . . . . . . . . .  $ 56,339     40,683       15,656
                                      ========   ========     ========
Company's share of co-invest-
 ment total net operating
 income and cash flow in excess
 of ownership interest . . . . . . .  $ 15,976     11,147        4,829
                                      ========   ========     ========

     For the year ended December 31, 1999, net income attributable to
common shares was $44,457 (including a $19,495 non-recurring gain on sales
of three residential properties and a $1,663 share of gain on sale of a
residential property owned by a co-investment partnership in which the
Company owned a 25% interest), or $2.63 per share, on total revenues of
$129,108.  For the year ended December 31, 1998, net income attributable to
common shares was $24,825 (including a $3,621 non-recurring gain on sale of
a residential property), or $1.49 per share, on total revenues of $117,353.

     On a "same community" basis, weighted average occupancy of the wholly-
owned apartment homes decreased slightly to 92.8% for the year ended
December 31, 1999 from 93.7% in the prior year.  Weighted average collected
rental rates increased by 2.7% to $733 from $714 per unit per month for the
years ended December 31, 1999 and 1998, respectively.  Including co-
investment communities, weighted average occupancy of the apartment homes
decreased to 93.3% for the year ended December 31, 1999 from 94.0% in the
prior year, and weighted average collected rental rates increased by 2.8%
to $774 from $752 per unit per month for the years ended December 31, 1999
and 1998, respectively.



<PAGE>


COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998

     Income before minority interest increased to $61,071 for the year
ended December 31, 1999 from $34,697 for the year ended December 31, 1998.
This increase was primarily attributable to a $19,495 gain on sale of three
rental properties, a $1,663 share of gain on sale of rental property by a
co-investment partnership, and an $11,755 increase in total revenues,
reduced by a $755 increase in property operating expenses, a $1,938
increase in interest expense and a $231 increase in depreciation.  Net
income for the years ended December 31, 1999 and 1998 was $51,738 and
$29,700, respectively.

     Total property revenues increased by $7,125, or 6.6%.  This increase
in property revenues was primarily from the 1,102 apartment homes acquired
during 1998.  In addition, leasing commenced on 456 apartment homes
developed by the Company during the period from January 1, 1998 through
December 31, 1999.  Furthermore, moderate increases in rental rates were
achieved while managing and maintaining just below 95% average occupancy at
the stabilized communities.  Other property revenues include increases in
revenues from telephone and cable systems ($79) and other fees ($663)
charged to residents.  On a same community basis, total property revenues
increased by $1,794, or 2.0%.

     Interest and share of income from Service Companies increased 10.9% to
$3,062 from $2,760 as a result of increased interest income, increased
construction fees earned from co-investment partnerships and a $171 gain on
sale of land.

     Income from partnerships increased to $4,283 from $2,169, or 97.5%.
This increase was a result of the acquisition of 1,286 apartment homes in
1998 and 1999 through five new co-investment partnerships.  In addition,
nine new co-investment partnerships have invested in nine development
communities and a second phase to an existing stabilized community, which
have a total of 2,976 apartment homes that began rental operations in 1998
and 1999, and of which 1,056 units were stabilized in 1999.

     Other income increased to $5,126 from $3,323, or 54.3%, as a result of
development fees charged to newly formed co-investment partnerships that
own properties under development, $554 share of net proceeds from the sale
of a property in which the Company owned a 1% interest and $740 disposition
fee for the sale of two co-investment properties.  This increase in other
income includes a $166 increase in development fees and a $163 increase in
financing, acquisition and other fees.

     Other interest income increased by $411.  This increase was from
additional employee notes for purchase of the Company's shares, from
increased short-term advances to co-investment partnerships, and gap loans
to three co-investment partnerships that totaled $49,158 of which $30,204
was repaid in November and December 1999.



<PAGE>


     Property operating expenses increased by $755, or 1.7%.  This increase
is principally due to the increase in the number of apartment homes through
acquisition or development.  On a same community basis, property operating
expenses increased by $265, or 0.8%.  The increase in operating expenses is
largely due to a $727 increase in real estate taxes, an $854 increase in
personnel costs and a $175 increase in landscaping.  This increase was
offset in part by a $629 reduction of utilities expense resulting from the
implementation of billings to residents and the installation of water and
energy conservation equipment.

     Interest expense, net of the amounts capitalized, increased to $22,201
from $20,263, or 9.6%, primarily due to increased indebtedness incurred in
conjunction with developments and investments in joint ventures.

     General and administrative expenses increased to $4,042 for the year
ended December 31, 1999 from $3,993, or 1.2%, for the year ended
December 31, 1998.  The increase is primarily attributable to increased
compensation offset in part by a $64 reduction in dead deal costs and a $40
reduction in insurance expenses.

COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997

     Income before minority interest increased to $34,697 for the year
ended December 31, 1998 from $28,926 for the year ended December 31, 1997.
This increase was primarily attributable to a $27,280 increase in total
revenues, reduced by an $8,650 increase in property operating expenses, an
$8,268 increase in interest expense and a $4,743 increase in depreciation.
Net income for the years ended December 31, 1998 and 1997 was $29,700 and
$24,352, respectively.

     Total property revenues increased by $23,011, or 27.1%.  This increase
in property revenues was primarily from the 2,670 apartment homes acquired
during 1997 and 1998.  In addition, leasing commenced on 1,228 apartment
homes developed by the Company during the period from January 1, 1997
through December 31, 1998.  Furthermore, moderate increases in rental rates
were achieved while managing and maintaining just below 95% average
occupancy at the stabilized communities.  Other property revenues include
increases in revenues from garages and carports ($211), telephone and cable
systems ($111) and other fees ($1,260) charged to residents.  On a same
community basis, total property revenues increased by $2,197, or 2.9%.

     Interest and share of income from Service Companies increased 139.8%
to $2,760 from $1,151 as a result of increased construction fees earned
from co-investment partnerships.

     Income from partnerships increased to $2,169 from $925, or 134.5%.
This increase was a result of the acquisition of 1,766 apartment homes in
1997 and 1998 through four new co-investment partnerships.  In addition,
eight new co-investment partnerships have invested in eight development
communities, which have a total of 3,404 apartment homes that began rental
operations in 1997 and 1998, and of which 1,324 units were stabilized in
1998.

     Other income increased to $3,323 from $2,658, or 25%, as a result of
fees charged to newly formed co-investment partnerships that own properties
under development.  This increase includes a $1,074 increase in development
fees, reduced by a $200 decrease in financing, acquisition and other fees.

     Other interest income increased by $751.  This increase was from
additional employee notes for purchase of the Company's shares, from
increased short-term advances to co-investment partnerships, and from a gap
loan to one co-investment partnership that was repaid in December 1998.



<PAGE>


     Property operating expenses increased by $8,650, or 24.8%.  This
increase is principally due to the increase in the number of apartment
homes through acquisition or development.  On a same community basis,
property operating expenses increased by $1,143, or 3.7%.  The increase in
operating expenses is largely due to a $435 increase in real estate taxes,
a $508 increase in personnel costs and a $307 increase in repairs and
maintenance.  This increase was offset in part by a $245 reduction of
utilities expense resulting from the implementation of billings to
residents and the installation of water and energy conservation equipment.

     Interest expense, net of the amounts capitalized, increased to $20,263
from $11,995, or 68.9%, primarily due to increased indebtedness incurred in
conjunction with property acquisition, development and investments in joint
ventures.

     General and administrative expenses increased to $3,993 for the year
ended December 31, 1998 from $2,850, or 40.1%, for the year ended
December 31, 1997.  The increase is primarily attributable to increased
compensation and compensation-related costs attributable to both additional
employees, increased rates of compensation and $422 of dead deal costs.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 1999, the Company had $2,318 in cash and cash
equivalents and $105,000 in availability under its $250,000 unsecured line
of credit.  Borrowings under the line of credit bear interest at a rate of
LIBOR plus 1.05%.

     During 1999, twelve of the Company's wholly-owned stabilized
communities are unencumbered.  There are no fixed rate loans on wholly-
owned communities with maturity dates prior to July 2003.

     Net cash flows provided by operating activities for the year ended
December 31, 1999 increased to $54,305 from $47,175 for the year ended
December 31, 1998.  The increase is primarily due to an increase in
property net operating income and an increase in other revenues.

     Cash flows used in investing activities for the year ended
December 31, 1999 decreased to $14,416 from $121,935 for the year ended
December 31, 1998.  The decrease consisted primarily of fewer acquisitions,
less development costs, increased proceeds from sale of residential
properties, increased distributions from partnerships reduced by
investments in partnerships and increased capital expenditures.

     Net cash flows used in financing activities for the year ended
December 31, 1999 were $42,717.  In 1999, cash flows include borrowings of
$265,234, repayments of borrowings of $263,064, and distributions and
dividends paid to shareholders of $37,906.

     In 1999, the Company and its affiliates commenced information
technology initiatives including improving infrastructure, business
processes, disaster recovery and software.  In 1999, the Company and its
affiliates incurred and expensed $285 in third-party consulting fees for
these undertakings and anticipates future such expenditures in 2000 in
excess of $1,000, of which an anticipated $600 will be charged to expense
in 2000.  These expenses are included in share of loss from Service
Companies.

     The share prices of most REITs are generally depressed relative to
share price levels of one or two years ago.  Although the Company's share
value held up better than many of its peers in 1998, it has declined in
1999.  The Company does not anticipate raising any significant public
equity capital in the near term and expects to fund its construction and
development activities by raising additional equity from its co-investment
partners and by selectively selling properties, in addition to operating
cash flows in excess of dividends and additional borrowings on the
Company's $250,000 unsecured line of credit.  The Company's unsecured line
of credit is expandible to $300,000.


<PAGE>


     During 1999, the Company formed ten co-investment partnerships having
capital requirements totalling $180,882, of which AMLI's co-investment
partners will contribute a total of $144,233.  At December 31, 1999, AMLI's
co-investment partners have contributed $68,961, and the balance of $75,272
is anticipated to be contributed in 2000.  In addition, during 1999, the
Company sold five communities, including two in co-investment partnerships,
for $89,000, which generated net proceeds to the Company of $48,860.

     Funds from operations ("FFO") is defined as net income (computed in
accordance with GAAP), excluding extraordinary gains (losses) from debt
restructurings and gains (losses) from sales of depreciable operating
properties, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships, joint ventures and other affiliates.
Adjustments for unconsolidated partnerships, joint ventures and other
affiliates are calculated to reflect FFO on the same basis.  FFO does not
represent cash flows from operations, as defined by GAAP; is not indicative
that cash flows are adequate to fund all cash needs; and is not to be
considered an alternative to net income or any other GAAP measure as a
measurement of the results of the Company's operations or the Company's
cash flows or liquidity as defined by GAAP.  In accordance with additional
guidance issued by NAREIT in October 1999, the Company's FFO for 1996 and
1995 were restated to include items previously excluded.

     FFO is widely accepted in measuring the performance of equity REITs.
An understanding of the Company's FFO will enhance the reader's
comprehension of the Company's results of operations and cash flows as
presented in the financial statements and data included elsewhere herein.

     FFO for the years ended December 31, 1999 and 1998 is summarized as
follows:

                                               1999         1998
                                             -------      -------
        Net income before minority
          interest and
          extraordinary item                 $61,071       34,697
        Depreciation                          18,194       17,963
        Share of co-investment
          partnerships' depreciation           5,057        3,793
        Share of Service Company's
          goodwill amortization                  415          400
        Gains on sales of residential
          properties                         (21,158)      (3,621)
                                             -------      -------
            FFO                              $63,579       53,232
                                             =======      =======
            Weighted average
              diluted shares
              and units                       24,551       22,760
                                             =======      =======

     The Company expects to pay quarterly dividends from funds available
for distribution.  Until distributed, funds available for distribution will
be invested in short-term investment grade securities or used to
temporarily reduce outstanding balances on the Company's revolving lines of
credit.

     FFO as shown above is net of startup losses at newly-constructed
communities.  At some communities, the initial lease-up was rapid enough
that there were no startup losses.



<PAGE>


     In the typical situation, startup losses will be recorded between the
time the first apartment building is delivered from construction until
occupancy levels are adequate to recover all costs and expenses (including
interest but excluding depreciation).  FFO, as shown above for 1999 and
1998, is shown net of startup losses of $682 and $1,387, respectively.  The
startup losses for 1999 are attributable to the initial lease-up of AMLI at
Bent Tree II, AMLI at Killian Creek, AMLI at Oakhurst North, AMLI at Wells
Branch, AMLI at Deerfield, AMLI at Lake Clearwater, AMLI at Castle Creek,
AMLI Creekside, AMLI at Regents Crest II, AMLI at Wynnewood Farms and AMLI
at St. Charles.  The startup losses for 1998 are attributable to the
initial lease-up of AMLI at AutumnChase III, AMLI at Killian Creek, AMLI at
Park Creek, AMLI at Wells Branch, AMLI at Oakhurst North, AMLI on the
Parkway, AMLI at Fox Valley, AMLI at Fossil Creek and AMLI at Northwinds.
Additional amounts will be recorded in 2000 as initial lease-up is
completed at these and other communities which will enter the lease-up
period during 2000.

     The Company expects to meet its short-term liquidity requirements by
using its working capital and any portion of net cash flow from operations
not distributed currently.  The Company is of the opinion that its future
net cash flows will be adequate to meet operating requirements in both the
short and the long term and provide for payment of dividends by the Company
in accordance with REIT requirements.  In 1999, the Company elected to
distribute its entire 1999 net capital gain of $20,320.  Further, in order
to qualify as a REIT, the Company is required to distribute 95% of its REIT
taxable income (excluding any net capital gain).  The company's 1999 REIT
taxable income (excluding net capital gain) was $23,274 which would require
the Company to pay dividends of approximately $22,110 in addition to the
capital gain dividend.  For the year ended December 31, 1999, the Company
paid dividends to its shareholders of $37,905 of which approximately 46%
represents ordinary taxable income and 54% is capital gain.  Pursuant to
Section 858 of the Internal Revenue Code, the Company is designating an
additional $5,689 of year 2000 dividends as throw back dividends for 1999
in order to meet the distribution requirements.

     The Company expects to meet certain long-term liquidity requirements
such as scheduled debt maturities and repayment of loans for construction,
development, and acquisition activities through the issuance of long-term
secured and unsecured debt and additional equity securities of the Company
(or OP Units).  On July 20, 1995, the Company's shelf registration became
effective. The registration covers up to an aggregate of $200,000 of
preferred shares, common shares and warrants to purchase, which the Company
may issue from time to time.  Through December 31, 1999, the Company has
issued common and preferred shares that total approximately $128,467,
leaving a balance of $71,533 that the Company may issue in the future.


COMPANY INDEBTEDNESS

     The Company's debt as of December 31, 1999 includes $168,541 (45.6% of
the total) which is secured by first mortgages on 12 of the wholly-owned
communities and is summarized as follows:

                             SUMMARY DEBT TABLE
                             ------------------

Type of                 Weighted Average           Outstanding     Percent
Indebtedness              Interest Rate              Balance      of Total
------------            ----------------           -----------    --------

Fixed Rate
Mortgages                     7.6%                    $168,541       45.6%

Tax-Exempt           Tax-Exempt Rate + 1.23%            40,750       11.0%
Bonds (1)            Tax-Exempt Rate + 1.15%             9,500        2.6%



<PAGE>


Type of                 Weighted Average           Outstanding     Percent
Indebtedness              Interest Rate              Balance      of Total
------------            ----------------           -----------    --------

Lines of
Credit (2)               LIBOR + 1.05%                 145,000       39.2%

Notes payable
to Service
Companies                    Various                     5,750        1.6%
                                                      --------      ------
     Total                                            $369,541      100.0%
                                                      ========      ======
--------------------

(1)   The tax-exempt bonds bear interest at a variable tax-exempt rate that
is adjusted weekly based on the re-marketing of these bonds (3.95% for AMLI
at Spring Creek and AMLI at Poplar Creek at February 23, 2000).  The AMLI
at Spring Creek bonds mature on October 1, 2024 and the related credit
enhancement expires on October 15, 2002.  The AMLI at Poplar Creek bonds
mature on February 1, 2024 and the related credit enhancement expires on
December 18, 2002.

(2)   Amounts borrowed under lines of credit are due in 2002.  The interest
rate on $75,000 has been fixed pursuant to interest rate swap contracts.


DEVELOPMENT ACTIVITIES

     At December 31, 1999, the Company had made capital contributions
totalling $110,884 to its existing co-investment partnerships and
anticipates funding substantially all of its remaining commitment of
$27,425 during 2000 to complete the 3,698 apartment homes being developed
by co-investment partnerships.

     The Company expects to incur $3,749 in 2000 to complete the 200
apartment homes in the wholly-owned community under development.

     The Company owns land for the development of an additional 4,798
apartment homes in Ft. Worth, Austin and Houston, Texas; Indianapolis,
Indiana; Atlanta, Georgia; and Kansas City, Kansas.  The Company has
earnest money deposits of $1,837 for nine land parcels anticipated to be
acquired in 2000 for future development.

CAPITAL EXPENDITURES

     Capital expenditures are those made for assets having a useful life in
excess of one year and include replacements (including carpeting and
appliances) and betterments, such as unit upgrades, enclosed parking
facilities and similar items.

     In conjunction with acquisitions of existing communities, it is the
Company's policy to provide in its acquisition budgets adequate funds to
complete any deferred maintenance items and to otherwise make the
communities acquired competitive with comparable newly-constructed
communities.  In some cases, the Company will provide in its acquisition
budget additional funds to upgrade or otherwise improve new acquisitions.



<PAGE>


     During 1999 and 1998, a total of $6,335 and $6,378, respectively, was
spent on building repairs and maintenance (including contract services) and
$2,473 and $2,298, respectively, was spent on landscaping and grounds
maintenance as follows:

                                                   1999           1998
                                                  ------         ------
   BUILDING REPAIRS AND MAINTENANCE
       Painting (exterior and interior)           $1,482          1,691
       Carpet and vinyl                              855            810
       Carpentry                                     108             87
       Heating and air-conditioning                  182            183
       Plumbing                                      338            250
       Appliances                                    140            155
       Electrical                                    161            185
       Parking lots/resurfacing                      218            138
       Other repairs and maintenance               1,065          1,090

   CONTRACT SERVICES
       Property monitoring services                  417            496
       Rubbish collection services                   593            601
       Cleaning services                             441            395
       Pest control services                         189            192
       Other services                                146            105
                                                  ------          -----
                                                  $6,335          6,378
                                                  ======          =====

   LANDSCAPING AND GROUNDS MAINTENANCE
       Lawn maintenance                           $2,278          2,116
       Seasonal color                                 32             48
       All other                                     163            134
                                                  ------          -----
                                                  $2,473          2,298
                                                  ======          =====

     During 1999 and 1998, a total of $4,366 and $3,991, respectively, in
expenditures was capitalized in accordance with the Company's policy, as
follows:

                                                   1999           1998
                                                  ------         ------
       Carpet replacements                        $1,838          1,902
       Carports and entry gates                       79             55
       Energy saving lighting fixtures              --              145
       Major appliances                              447            267
       Clubhouse, amenities and
         business centers                          1,173            764
       Roof replacements                             239            311
       HVAC and plumbing                             239            228
       Landscaping improvements                       73             47
       All other                                     278            272
                                                  ------          -----
                                                  $4,366          3,991
                                                  ======          =====



<PAGE>


     The Company's accounting treatment of various capital and maintenance
costs is detailed in the following table.

                                                CAPITALIZE/     DEPRECIABLE
          EXPENDITURES                            EXPENSE      LIFE IN YEARS
          ------------                          -----------    -------------
Improvements, upgrades, additions
  (not replacements - includes additional
  garages, additional amenities, etc.) *        capitalize       15 or 40

Costs budgeted as a part of an "Approved
  Acquisition Budget" (must be spent
  within one year of acquisition) *             capitalize      5, 15 or 40

Replacement of carpet for entire unit           capitalize           5

Replacement of major appliances
 (refrigerators, stoves,
 dishwashers, washers/dryers)                   capitalize          15

Replacement of kitchen cabinets                 capitalize          15

New landscaping construction or
  installation                                  capitalize          15

Roof replacements                               capitalize          15

Exercise/amenity equipment                      capitalize           5

Maintenance equipment                           capitalize           5

New model or clubhouse
  furniture and fixtures                        capitalize           5

Roof repairs                                      expense           n/a

Exterior painting                                 expense           n/a

Parking lot repairs/resurfacing                   expense           n/a

Repairs to amenity areas,
 including swimming pools                         expense           n/a

Vinyl                                             expense           n/a

All expenditures for acquiring
  or replacing ceiling fans,
  mini-blinds, air-conditioning
  compressors, garbage disposals, etc.            expense           n/a

Landscaping replacements                          expense           n/a

Replacement signage                               expense           n/a

Repairs to or refinishing of
  kitchen cabinetry                               expense           n/a

Equipment repairs (all types)                     expense           n/a

All interior painting                             expense           n/a

In general, the Company expenses any
  disbursement totalling less than $2.5

   *   The current policy provides that most capitalizable additions will
have a life of 15 years, except for the items of personal property which
have estimated lives of 5 years.  Included in an acquisition budget may be
some costs which would otherwise be expensed, such as exterior painting;
such items are being depreciated over 15 years.


<PAGE>


REHAB EXPENDITURES

     The average age of AMLI's communities was a little more than eight
years at the time of its Initial Offering in 1994, approximately the same
as today.  AMLI intends to maintain the average effective age of its
portfolio in this same approximate range by continuing to:

      1.  develop new communities;
      2.  acquire newly-constructed communities;
      3.  sell selected older communities;
      4.  co-invest selected older communities; and
      5.  rehab desirable, well-located older communities after they become
15-20 years old.

     AMLI has sold five older communities in the five years it has been a
public company.  AMLI's oldest community is now 18 years old.  In September
1998, AMLI initiated its first community rehab since its Initial Offering
by commencing the rehab of AMLI at Riverbend in Indianapolis.  In 1999, the
Company commenced the rehab of three additional communities, AMLI at Spring
Creek, Atlanta; AMLI of North Dallas and AMLI at Valley Ranch, Dallas.  The
table below shows rehab expenditures to date.

      Community                              1998       1999      Total
      ---------                             ------     ------     ------
      AMLI:
       at Riverbend. . . . . . . . . . .    $  472      3,363      3,835
       at Spring Creek . . . . . . . . .      --          957        957
       of North Dallas . . . . . . . . .      --        1,750      1,750
       at Valley Ranch . . . . . . . . .      --          709        709
                                            ------     ------     ------
                                            $  472      6,779      7,251
                                            ======     ======     ======

     Rehab is a capital improvement program undertaken to repair or
replace, among other things, the items described previously in the Capital
Expenditures Policy at an aggregate cost of at least the greater of $3.0
per apartment home or 5% of the value of the entire apartment community.
All costs (except costs to routinely paint the interiors of units at
turnover) associated with a rehab will be capitalized and depreciated over
their policy lives.  To the extent a cost would have been expensed had it
not been incurred pursuant to a rehab (pavement resurfacing, exterior
painting, vinyl replacement are the primary such costs), such costs will be
depreciated over fifteen years.

     Rehab expenditures are distinguished from recurring capital
expenditures in that they:

      1.    are made on behalf of older properties;
      2.    are anticipated to be started and completed within a 24 month
period;
      3.    cost a minimum of $3.0 per apartment home or 5% of the value of
the property being rehabbed; and
      4.    are generally undertaken only once or twice during the useful
life of a given property.

     AMLI's larger properties were built in phases, and the rehabs of these
larger properties are anticipated to be done in phases, each extending over
consecutive periods not exceeding 24 months.



<PAGE>


INFLATION

     Virtually all apartment leases at the wholly-owned communities and co-
investment communities are for six or twelve months' duration.  This
enables the Company to pass along inflationary increases in its operating
expenses on a timely basis.  Because the Company's property operating
expenses (exclusive of depreciation and amortization) are approximately
38.6% of rental and other revenues, increased inflation typically results
in comparable increases in income before interest and general and
administrative expenses, so long as rental market conditions allow
increases in rental rates while maintaining stable occupancy.

     An increase in general price levels may immediately precede, or
accompany, an increase in interest rates.  At December 31, 1999, the
Company's exposure (including the Company's proportionate share of its co-
investment partnerships' expense) to rising interest rates was mitigated by
the existing debt level of approximately 43% of the Company's total market
capitalization (49%, including the Company's share of co-investment
partnerships' debt), the high percentage of intermediate-term fixed rate
debt (47% of total debt), and the use of interest rate swaps to effectively
fix the interest rate on $75,000 of floating rate debt ($20,000 of floating
rate debt through November 2002, $30,000 through February 2003, $15,000
through September 2004 and $10,000 through October 2004).  As a result, for
the foreseeable future, increases in interest expense resulting from
increasing inflation are anticipated to be less than future increases in
income before interest and general and administrative expenses.

YEAR 2000

     The Company has previously disclosed activities undertaken in
preparation for potential malfunction of computers and other equipment
after December 31, 1999.  These preparations included identifying and
testing such equipment and software and preparing contingency plans which
detailed procedures to be followed in the event of a Year 2000 induced
casualty.

     The Company's preparations were completed during 1999.  In addition to
time spent by Company employees, the Company incurred approximately $60 in
third-party costs (primarily costs of consultants employed to test
equipment), which costs were charged to expense in 1999.

     Early in January 2000, the Company checked all of its significant
systems which are dependent upon microprocessors.  Through the first two
months of 2000, there have been no Year 2000 related casualties and no
disruption to the Company's operations or accounting reporting systems,
except for one set of reports generated from the Company's on-site
accounting system.  This problem, which was rectified in early January,
required an expenditure of approximately $1.  The Company expects that no
further actions will be required or further costs incurred as a result of
Year 2000.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     MARKET RISK

     The Company is exposed to interest rate changes primarily as a result
of its line of credit and long-term debt used to maintain liquidity and
fund capital expenditures and expansion of the Company's real estate
investment portfolio and operations.  The Company's interest rate risk
management objective is to limit the impact of interest rate changes on
earnings and cash flows and to lower its overall borrowing costs.  To
achieve its objectives, the Company borrows primarily at fixed rates and
may enter into derivative financial instruments such as interest rate
swaps, caps and treasury locks in order to mitigate its interest rate risk
on a related financial instrument.  The Company does not enter into
derivative or interest rate transactions for speculative purposes.



<PAGE>


     The Company's interest rate risk is monitored using a variety of
techniques.  The table below presents the principal amounts, weighted
average interest rates, fair values and other terms required by year of
expected maturity to evaluate the expected cash flows and sensitivity to
interest rate changes.
                                                                     Esti-
                                                                     mated
                                                     There-          Fair
              2000    2001    2002    2003    2004   after   Total   Value
            ------- ------- ------- ------- ------- ------- -------  ------
Fixed rate
  debt . .  $   750     --     --    67,436   7,573  98,532 174,291 174,291
Average
 interest
 rate at
 December 31,
 1999. . .     4.0%     --     --      7.5%    7.7%    7.8%    7.7%    7.7%

Variable
 rate LIBOR
 debt. . .     --       --  145,000     --     --     --    145,000 145,000
Average
 interest
 rate at
 December 31,
 1999. . .     --       --     6.2%     --     --     --       6.2%    6.2%
Variable
 rate TENR
 debt. . .     --       --   50,250     --     --      --    50,250  50,250
Average
 interest
 rate at
 December 31,
 1999. . .     --      --      5.7%     --     --      --      5.7%    5.7%
            ------- ------- ------- ------- ------- ------- ------- -------
            $   750    --   195,250  67,436   7,573  98,532 369,541 369,541
            ======= ======= ======= ======= ======= ======= ======= =======

     The table incorporates only those exposures that exist as of
December 31, 1999; it does not consider those exposures or positions which
could arise after that date.  Moreover, because firm commitments are not
presented in the table above, the information presented therein has limited
predictive value.  As a result, the Company's ultimate realized gain or
loss with respect to interest rate fluctuations will depend on the
exposures that arise during the period, the Company's hedging strategies at
that time, and interest rates.

     The following summarizes certain information pursuant to interest rate
limitation and swap contracts at December 31, 1999.

                                         Cumula-  Approximate   Approximate
           Fixed              Remaining   tive      Value at     Value at
Notional   Rate    Term of    Contract    Cash    December 31,  January 31,
Amount      (1)    Contract   Maturity    Paid      1999 (2)     2000 (2)
--------   ------  --------   ---------  -------  ------------  -----------
$10,000    6.216%   5 years    11/01/02    $171           118          201
 10,000    6.029%   5 years    11/01/02     131           168          250
 20,000    6.145%   5 years    02/15/03     293           313          500
 10,000    6.070%   5 years    02/18/03     133           178          272
 15,000    6.405%   5 years    09/20/04      36           236          441
 10,000    6.438%   5 years    10/04/04      18           145          282
-------                                    ----         -----        -----
$75,000                                    $782         1,158        1,946
=======                                    ====         =====        =====

(1)   The fixed rate for the swaps includes the swap spread (the risk
component added to the Treasury yield to determine a fixed rate; excludes
lender's spread).



<PAGE>


(2)   Represents the approximate amount which would be received as of
December 31, 1999 and January 31, 2000 to terminate these contracts.  This
amount is not recorded as an asset in the accompanying balance sheet as of
December 31, 1999.

(3)   Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," becomes effective for all
fiscal quarters for fiscal years beginning after June 15, 2000 and is not
expected to have a material impact on the Company's financial statements.




SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

     Certain statements set forth herein or incorporated by reference
herein from the Company's filings under the Securities Exchange Act of
1934, as amended, contain forward-looking statements, including, without
limitation, statements relating to the timing and anticipated capital
expenditures of the Company's development programs.  Although the Company
believes that the expectations reflected in such forward-looking statements
are based on reasonable assumptions, the actual results may differ
materially from that set forth in the forward-looking statements.  Certain
factors that might cause such differences include general economic
conditions, local real estate conditions, construction delays due to the
unavailability of construction materials, weather conditions or other
delays beyond the control of the Company.  Consequently, such forward-
looking statements should be regarded solely as reflections of the
Company's current operating and development plans and estimates.  These
plans and estimates are subject to revision from time to time as additional
information becomes available, and actual results may differ from those
indicated in the referenced statements.



<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                      AMLI RESIDENTIAL PROPERTIES TRUST

                                    INDEX


                                                                    PAGE
                                                                    ----

Independent Auditors' Report . . . . . . . . . . . . . . . . .        50

Consolidated Balance Sheets, December 31, 1999 and 1998. . . .        51

Consolidated Statements of Operations, years ended
  December 31, 1999, 1998 and 1997 . . . . . . . . . . . . . .        53

Consolidated Statements of Shareholders' Equity,
  years ended December 31, 1999, 1998 and 1997 . . . . . . . .        55

Consolidated Statements of Cash Flows, years ended
  December 31, 1999, 1998 and 1997 . . . . . . . . . . . . . .        57

Notes to Consolidated Financial Statements . . . . . . . . . .        59


                                                                SCHEDULE
                                                                --------

Consolidated Real Estate and Accumulated Depreciation. . . . .       III


SCHEDULES NOT FILED:

All schedules other than those indicated in the above index have been
omitted as the required information is inapplicable.



<PAGE>










                        INDEPENDENT AUDITORS' REPORT


The Board of Trustees and Shareholders
AMLI Residential Properties Trust:


We have audited the accompanying consolidated balance sheets of AMLI
Residential Properties Trust (the "Company") as of December 31, 1999 and
1998, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1999.  In connection with our audits of the consolidated
financial statements, we have also audited the related financial statement
schedule.  These consolidated financial statements and financial statement
schedule are the responsibility of the management of the Company.  Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Company as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for each of the years in the three-year period ended
December 31, 1999, in conformity with generally accepted accounting
principles.  Also in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.






                                                     KPMG LLP


Chicago, Illinois
February 25, 2000



<PAGE>


<TABLE>

                                          AMLI RESIDENTIAL PROPERTIES TRUST

                                             CONSOLIDATED BALANCE SHEETS

                                             DECEMBER 31, 1999 AND 1998
                                      (Dollars in thousands, except share data)
<CAPTION>
                                                                                    1999               1998
                                                                                 ----------         ---------
<S>                                                                             <C>                <C>
ASSETS:

Rental apartments:
  Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $ 87,903            91,459
  Depreciable property . . . . . . . . . . . . . . . . . . . . . . . . . .          566,509           586,507
                                                                                   --------         ---------
                                                                                    654,412           677,966
  Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . .          (82,626)          (78,143)
                                                                                   --------         ---------
                                                                                    571,786           599,823

Rental property held for sale, net of accumulated depreciation . . . . . .           19,784             --

Properties under development . . . . . . . . . . . . . . . . . . . . . . .           47,314            61,798

Investments in partnerships. . . . . . . . . . . . . . . . . . . . . . . .          107,518            72,150

Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .            2,318             4,546
Deferred expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . .            3,377             2,942
Security deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,541             1,684
Notes receivable from and advances to Service Companies. . . . . . . . . .           35,717            31,277
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           15,263            11,372
                                                                                   --------         ---------
          Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .         $804,618           785,592
                                                                                   ========         =========



<PAGE>


                                          AMLI RESIDENTIAL PROPERTIES TRUST

                                       CONSOLIDATED BALANCE SHEETS - CONTINUED


                                                                                    1999               1998
                                                                                 ----------         ---------
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:

Debt (note 5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $369,541           367,370
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . .            1,743             2,170
Accrued real estate taxes payable. . . . . . . . . . . . . . . . . . . . .            9,999            10,141
Construction costs payable . . . . . . . . . . . . . . . . . . . . . . . .            2,068             1,967
Security deposits and prepaid rents. . . . . . . . . . . . . . . . . . . .            2,807             3,420
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3,606             3,096
                                                                                   --------         ---------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .          389,764           388,164
                                                                                   --------         ---------
Commitments and contingencies (note 8)

Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . .           57,813            54,574
                                                                                   --------         ---------

SHAREHOLDERS' EQUITY:

Series A Cumulative Convertible Preferred shares of beneficial
  interest, $0.01 par value, 1,500,000 authorized, 1,200,000 issued
  and 850,000 and 1,100,000 outstanding, respectively (aggregate
  liquidation preference of $17,162 and $22,200, respectively) . . . . . .                9                11

Series B Cumulative Convertible Preferred shares of beneficial
  interest, $0.01 par value, 3,125,000 authorized, issued and
  outstanding (aggregate liquidation preference of $76,438 and $76,406,
  respectively). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               31                31

Shares of beneficial interest, $0.01 par value, 145,375,000
  authorized, 16,996,138 and 16,655,155 common shares
  issued and outstanding, respectively . . . . . . . . . . . . . . . . . .              170               167
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . .          421,989           420,303
Employees' and trustees' notes . . . . . . . . . . . . . . . . . . . . . .          (12,000)          (10,668)
Dividends paid in excess of earnings . . . . . . . . . . . . . . . . . . .          (53,158)          (66,990)
                                                                                   --------         ---------
    Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . .          357,041           342,854
                                                                                   --------         ---------
    Total liabilities and shareholders' equity . . . . . . . . . . . . . .         $804,618           785,592
                                                                                   ========         =========

<FN>
                            See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
                                          AMLI RESIDENTIAL PROPERTIES TRUST

                                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                    YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                      (Dollars in thousands, except share data)

<CAPTION>
                                                                 1999              1998               1997
                                                              ----------         ---------         ---------
<S>                                                          <C>                <C>               <C>
Revenues:
  Property:
    Rental . . . . . . . . . . . . . . . . . . . . . .          $108,268           101,892            80,479
    Other. . . . . . . . . . . . . . . . . . . . . . .             6,686             5,937             4,339
  Interest and share of income from Service Companies.             3,062             2,760             1,151
  Other interest . . . . . . . . . . . . . . . . . . .             1,683             1,272               521
  Income from partnerships . . . . . . . . . . . . . .             4,283             2,169               925
  Other. . . . . . . . . . . . . . . . . . . . . . . .             5,126             3,323             2,658
                                                               ---------          --------          --------
          Total revenues . . . . . . . . . . . . . . .           129,108           117,353            90,073
                                                               ---------          --------          --------

  Expenses:
    Property:
      Personnel. . . . . . . . . . . . . . . . . . . .            10,927            10,073             7,648
      Advertising and promotion. . . . . . . . . . . .             2,597             2,982             2,147
      Utilities. . . . . . . . . . . . . . . . . . . .             3,643             4,272             4,087
      Building repairs and maintenance and services. .             6,335             6,378             5,592
      Landscaping and grounds maintenance. . . . . . .             2,473             2,298             1,796
      Real estate taxes. . . . . . . . . . . . . . . .            13,266            12,539             9,476
      Insurance. . . . . . . . . . . . . . . . . . . .               816               841               858
      Property management fees . . . . . . . . . . . .             2,875             2,698             2,147
      Other operating expenses . . . . . . . . . . . .             1,416             1,512             1,192
    Interest . . . . . . . . . . . . . . . . . . . . .            22,201            20,263            11,995
    Amortization of deferred costs . . . . . . . . . .               410               465               596
    Depreciation . . . . . . . . . . . . . . . . . . .            18,194            17,963            13,220
    General and administrative . . . . . . . . . . . .             4,042             3,993             2,850
                                                               ---------          --------          --------
          Total expenses . . . . . . . . . . . . . . .            89,195            86,277            63,604
                                                               ---------          --------          --------
Income before nonrecurring gain on sales,
  minority interest and extraordinary item . . . . . .            39,913            31,076            26,469
Gains on sales of residential properties,
  including share of gain on sale of
  partnership property . . . . . . . . . . . . . . . .            21,158             3,621             2,457
                                                               ---------          --------          --------


<PAGE>


                                          AMLI RESIDENTIAL PROPERTIES TRUST

                                  CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED


                                                                 1999               1998              1997
                                                              ----------         ---------         ---------
Income before minority interest and
  extraordinary item . . . . . . . . . . . . . . . . .            61,071            34,697            28,926
Minority interest. . . . . . . . . . . . . . . . . . .             9,333             4,997             4,378
                                                               ---------          --------          --------
Income before extraordinary item . . . . . . . . . . .            51,738            29,700            24,548
Extraordinary item -
  loss on early extinguishment of debt
  (net of minority interest) . . . . . . . . . . . . .             --                --                 (196)
                                                               ---------          --------          --------
          Net income . . . . . . . . . . . . . . . . .            51,738            29,700            24,352

Less income attributable to preferred shares . . . . .             7,281             4,875             1,903
                                                               ---------          --------          --------
          Net income attributable to
            common shares. . . . . . . . . . . . . . .         $  44,457            24,825            22,449
                                                               =========          ========          ========

Income per common share - basic:
  Before extraordinary item. . . . . . . . . . . . . .         $    2.63              1.49              1.44
  Extraordinary item . . . . . . . . . . . . . . . . .             --                --                 (.01)
  Net income . . . . . . . . . . . . . . . . . . . . .              2.63              1.49              1.43

Income per common share - diluted:
  Before extraordinary item. . . . . . . . . . . . . .              2.46              1.49              1.44
  Extraordinary item . . . . . . . . . . . . . . . . .             --                --                 (.01)
  Net income . . . . . . . . . . . . . . . . . . . . .              2.46              1.49              1.43

Dividends declared and paid per common share . . . . .              1.81              1.77              1.73













<FN>
                            See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
                                             AMLI RESIDENTIAL PROPERTIES TRUST

                                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                       YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                                  (Dollars in thousands)


<CAPTION>
                                                  SHARES OF                      EMPLOYEES'   DIVIDENDS
                                              BENEFICIAL INTEREST    ADDITIONAL     AND        PAID IN
                                            ---------------------     PAID-IN    TRUSTEES'    EXCESS OF
                                              SHARES       AMOUNT     CAPITAL      NOTES       EARNINGS    TOTAL
                                             -------       ------   ----------   ---------    ---------  ---------
<S>                                       <C>             <C>       <C>          <C>         <C>         <C>

Balance at December 31, 1996 . . . . . .  15,912,035         $159      301,585        (487)     (59,235)   242,022

  Shares issued in connection with:
     Common shares offering. . . . . . .   1,694,700           17       37,430       --           --        37,447
     Executive Share Purchase Plan . . .      36,310          --           840       --           --           840
  Employees' and Trustees' notes,
    net of repayments. . . . . . . . . .       --             --         --         (6,437)       --        (6,437)
  Units converted to shares. . . . . . .      34,535            1          543       --           --           544
  Reallocation of minority interest. . .       --             --           750       --           --           750
  Dividends paid in excess of
    earnings . . . . . . . . . . . . . .       --             --         --          --          (4,727)    (4,727)
                                          ----------         ----      -------     -------      -------    -------
Balance at December 31, 1997 . . . . . .  17,677,580          177      341,148      (6,924)     (63,962)   270,439

  Shares issued in connection with:
     Class B Preferred shares offering .   3,125,000           31       74,125       --           --        74,156
     Executive Share Purchase Plan . . .      43,153            1          971       --           --           972
     Options exercised . . . . . . . . .       1,666          --            34       --           --            34
  Employees' and Trustees' notes,
    net of repayments. . . . . . . . . .       --             --         --         (3,744)       --        (3,744)
  Units converted to shares. . . . . . .      32,756          --           671       --           --           671
  Reallocation of minority interest. . .       --             --         3,354       --           --         3,354
  Dividends paid in excess
    of earnings. . . . . . . . . . . . .       --             --         --          --          (3,028)    (3,028)
                                          ----------         ----      -------     -------      -------    -------
Balance at December 31, 1998 . . . . . .  20,880,155          209      420,303     (10,668)     (66,990)   342,854


<PAGE>


                                             AMLI RESIDENTIAL PROPERTIES TRUST

                                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - CONTINUED



                                                  SHARES OF                      EMPLOYEES'   DIVIDENDS
                                              BENEFICIAL INTEREST    ADDITIONAL     AND        PAID IN
                                            ---------------------     PAID-IN    TRUSTEES'    EXCESS OF
                                              SHARES       AMOUNT     CAPITAL      NOTES       EARNINGS    TOTAL
                                             -------       ------   ----------   ---------    ---------  ---------

  Shares issued in connection with:
     Executive Share Purchase Plan . . .      37,271          --           779        --           --          779
  Employees' and Trustees' notes,
    net of repayments. . . . . . . . . .        --            --           --       (1,332)        --       (1,332)
  Units converted to shares. . . . . . .      53,712            1          821        --           --          822
  Reallocation of minority interest. . .        --            --            86        --           --           86
  Earnings in excess of dividends paid .        --            --          --          --         13,832     13,832
                                          ----------         ----      -------     -------      -------    -------

Balance at December 31, 1999 . . . . . .  20,971,138         $210      421,989     (12,000)     (53,158)   357,041
                                          ==========         ====      =======     =======      =======    =======

























<FN>
                               See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
                                          AMLI RESIDENTIAL PROPERTIES TRUST

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                               (Dollars in thousands)
<CAPTION>
                                                                   1999              1998              1997
                                                                ---------         ---------         ---------
<S>                                                            <C>               <C>              <C>
Cash flows from operating activities:
  Net income . . . . . . . . . . . . . . . . . . . . . .        $  51,738            29,700            24,352
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization . . . . . . . . . . .           18,604            18,428            13,816
     Income from partnerships. . . . . . . . . . . . . .           (4,283)           (2,169)             (915)
     Loss (income) from Service Companies. . . . . . . .            1,254               134              (104)
     Loss on early extinguishment of debt. . . . . . . .            --                --                  211
     Gains on sales of residential properties including
       share of gain on sale of partnership property . .          (21,158)           (3,621)           (2,457)
     Gain on sale of land. . . . . . . . . . . . . . . .             (281)            --                --
     Minority interest . . . . . . . . . . . . . . . . .            9,333             4,997             4,341
     Other . . . . . . . . . . . . . . . . . . . . . . .              129             --                --
  Changes in assets and liabilities:
    Increase in deferred expenses. . . . . . . . . . . .             (966)             (113)             (586)
    Decrease (increase) in security deposits . . . . . .              143               137               (84)
    Decrease (increase) in other assets. . . . . . . . .              955            (2,382)             (711)
    (Decrease) increase in accrued real estate taxes . .              (33)              467               387
    (Decrease) increase in accrued interest payable. . .             (427)              781               228
    (Decrease) increase in tenant security deposits
      and prepaid rents. . . . . . . . . . . . . . . . .             (613)              698               (35)
    Increase in other liabilities. . . . . . . . . . . .              510               118               686
                                                                ---------         ---------         ---------
          Net cash provided by operating activities. . .           54,905            47,175            39,129
                                                                ---------         ---------         ---------
Cash flows from investing activities:
  Net cash proceeds from sale of residential property. .           50,565            10,263            13,394
  Investments in partnerships. . . . . . . . . . . . . .          (30,800)           (4,526)          (14,440)
  Cash distributions from partnerships . . . . . . . . .           10,848             4,551             2,888
  Advances to Service Companies and partnerships . . . .           (7,161)          (10,440)          (10,351)
  Earnest money deposits . . . . . . . . . . . . . . . .             (696)             (447)           (1,660)
  Acquisition properties . . . . . . . . . . . . . . . .             (762)          (74,069)         (104,493)
  Capital expenditures - rehab properties. . . . . . . .           (6,779)             (472)            --
  Capital expenditures - other properties. . . . . . . .           (4,366)           (3,991)           (3,323)
  Properties under development, net of co-investors'
    share of costs . . . . . . . . . . . . . . . . . . .          (25,365)          (36,368)          (59,055)
  Increase (decrease) in construction costs payable. . .              100            (6,436)            6,140
                                                                ---------         ---------         ---------
          Net cash used in investing activities. . . . .          (14,416)         (121,935)         (170,900)
                                                                ---------         ---------         ---------


<PAGE>


                                          AMLI RESIDENTIAL PROPERTIES TRUST

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                   1999             1998               1997
                                                                ---------         ---------         ---------
Cash flows from financing activities:
  Debt proceeds, net of financing costs. . . . . . . . .          265,234           402,355           249,088
  Debt repayments, including prepayment
    penalties in 1997. . . . . . . . . . . . . . . . . .         (263,064)         (361,599)         (119,528)
  Proceeds from preferred shares offering,
    net of issuance costs. . . . . . . . . . . . . . . .            --               74,160             --
  Proceeds from common shares offerings,
    net of issuance costs. . . . . . . . . . . . . . . .            --                --               37,447
  Employees' and Trustees' notes, net of proceeds
    from issuance of Executive Share
    Purchase Plan and Option Plan shares . . . . . . . .             (547)           (2,664)           (5,597)
  Distributions to partners. . . . . . . . . . . . . . .           (6,434)           (5,894)           (5,175)
  Dividends paid . . . . . . . . . . . . . . . . . . . .          (37,906)          (32,728)          (29,079)
                                                                ---------         ---------         ---------
          Net cash (used in) provided by
            financing activities . . . . . . . . . . . .          (42,717)           73,630           127,156
                                                                ---------         ---------         ---------
Net decrease in cash and cash equivalents. . . . . . . .           (2,228)           (1,130)           (4,615)
Cash and cash equivalents
  at beginning of year . . . . . . . . . . . . . . . . .            4,546             5,676            10,291
                                                                ---------         ---------         ---------
Cash and cash equivalents
  at end of year . . . . . . . . . . . . . . . . . . . .        $   2,318             4,546             5,676
                                                                =========         =========         =========

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest,
    net of amount capitalized. . . . . . . . . . . . . .        $  22,628            19,482            11,767
                                                                =========         =========         =========











<FN>
                            See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                Years ended December 31, 1999, 1998 and 1997
                  (Dollars in thousands, except share data)


1.   ORGANIZATION AND BASIS OF PRESENTATION

     ORGANIZATION

     AMLI Residential Properties Trust ("AMLI" or the "Company"), a self-
administered and self-managed real estate investment trust ("REIT"), was
formed on February 15, 1994 to continue and expand the multifamily property
business previously conducted by Amli Realty Co. ("ARC") and its
affiliates.  The Company is the sole general partner of AMLI Residential
Properties, L.P. (the "Operating Partnership") in which it holds an 85%
interest.  All the properties and property interests are owned and operated
through the Operating Partnership.  The Company and its affiliates develop,
acquire, lease, manage and hold for investment upscale residential
apartment communities.

     The Company commenced operations effective with the completion of its
initial public offering ("Initial Offering") on February 15, 1994.  The
Company qualifies as a REIT for Federal income tax purposes.

     BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the
accounts of the Company and the Operating Partnership.  Limited partnership
interests in the Operating Partnership ("OP Units") are convertible into
common shares of the Company on a one-for-one basis, subject to certain
limitations (see note 7).

     AMLI Management Company ("AMC"), AMLI Corporate Homes ("ACH"), a
division of AMC, AMLI Institutional Advisors, Inc. ("AIA"), AMLI
Residential Construction, Inc. ("Amrescon") and AMLI Landscape Co., a
division of Amrescon, (the "Service Companies") provide services to the
Company's wholly-owned properties as well as to properties owned by or
joint ventured with third parties.  AMLI's investments in the Service
Companies are accounted for using the equity method.

     All significant inter-entity balances and transactions have been
eliminated in consolidation.

     The Company's management has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from these estimates.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     REAL ESTATE ASSETS AND DEPRECIATION

     Real estate assets are stated at cost less accumulated depreciation.
Ordinary repairs and maintenance are expensed as incurred; replacements
having an estimated useful life of at least one year and betterments are
capitalized and depreciated over their estimated useful lives.
Depreciation is computed on a straight-line basis over useful lives of the
properties (buildings and related land improvements -- 40 years; furniture,
fixtures and equipment -- 5 - 15 years).  Twelve apartment communities
having an original undepreciated cost of $275,330 are pledged to secure
debt (see note 5).


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     In September 1998, AMLI initiated its first community rehab since its
Initial Offering by commencing the rehab of AMLI at Riverbend in
Indianapolis.  During 1999, three additional communities, AMLI at Spring
Creek, Atlanta, AMLI of North Dallas and AMLI at Valley Ranch, Dallas, were
under rehab.  Through December 31, 1999, the Company has spent $7,251 on
rehab of those four communities.  Rehab is a capital improvement program
involving significant repairs, replacements and improvements at an
aggregate cost of at least the greater of $3.0 per apartment home or 5% of
the value of the entire apartment community.  All costs (except costs to
routinely paint the interiors of units at turnover) associated with a rehab
will be capitalized and depreciated over their policy lives.  To the extent
a cost would have been expensed had it not been incurred pursuant to a
rehab (pavement re-surfacing, exterior painting, vinyl replacement are the
primary such costs), such costs will be depreciated over fifteen years.

     In conjunction with acquisitions of existing properties, it is the
Company's policy to provide in its acquisition budgets adequate funds to
complete any deferred maintenance items and to otherwise make the
properties acquired competitive with comparable newly-constructed
properties.  In some cases the Company will provide in its acquisition
budget additional funds to upgrade or otherwise improve new acquisitions.
All such costs are capitalized when subsequently incurred as costs of
acquisition properties.

     On October 27, 1998, the Company closed on the acquisition of two TCR-
Midwest communities, AMLI at Eagle Creek in Indiana and AMLI at Lexington
Farms in Kansas.  The two communities have a total of 644 apartment homes,
and the acquisition price of $48,150 was paid in cash of $41,108 and OP
Units valued at $7,042.  In addition, the acquisition of a third TCR-
Midwest community, AMLI at Centennial Park in Kansas, a 170-unit apartment
community, closed on October 28, 1998.  The acquisition price of $16,250
was paid in cash of $15,337 and the balance in OP Units.

     Losses in carrying values of investment assets are provided by
management when the losses become apparent and the investment asset is
considered impaired in accordance with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of."  Management evaluates its
investment properties at least quarterly to assess whether any impairment
indications are present, comparing current net operating income as a
percentage of cost to income capitalization rates.  If any investment asset
is considered impaired, a loss is provided to reduce the carrying value of
the property to its estimated fair value.  No such losses have been
required or provided in the accompanying financial statements.

     RENTAL PROPERTIES HELD FOR SALE

     At December 31, 1999, AMLI at Sope Creek, a 695-unit community located
in Marietta, Georgia, was being held for sale.  During 1999, 1998 and 1997,
this community generated total revenues of $5,919, $5,816 and $5,705,
respectively and operating income of $3,986, $3,772 and $3,636,
respectively.  On February 3, 2000, this property was sold for $42,500 and
the net proceeds from the sale were invested in two other properties
pursuant to Section 1031 of the Internal Revenue Code (see note 9).



<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



     PROPERTIES UNDER DEVELOPMENT

     Land being planned for development and all apartment homes in a new
community or new phase are reported as "Properties under development" until
the entire community or new phase is substantially complete and stabilized
(generally 95% occupancy).  Upon stabilization, all apartment homes in the
community or new phase are reported as "Rental apartments."

     Regardless of whether or not 95% occupancy is achieved, a community or
new phase will be reported as "Rental apartments" no later than six months
following substantial completion of construction.

     During 1998, the Company acquired thirteen land parcels for
development for a total cost of $33,650.  The sites are located in Atlanta,
Indianapolis, Kansas City, Metropolitan Chicago, Dallas, Austin and
Houston.  Construction has commenced on nine of these sites in 1998 and
1999.  The Company anticipates starting construction on the remaining sites
in 2000.  During 1999, the Company acquired six land parcels for
development for a total cost of $16,985.  The sites are located in Georgia,
Texas and Kansas.  The Company will commence construction on these sites in
2000.  At December 31, 1999, the Company's properties under development
include parcels of land in the development planning stage as follows:




<PAGE>


<TABLE>
                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


<CAPTION>
                                                                         NUMBER      NUMBER          TOTAL
                                                                          OF          OF            EXPENDED
COMMUNITY                            LOCATION                            ACRES       UNITS       THRU 12/31/99
---------                            --------                            ------      ------      -------------
<S>                                  <C>                               <C>          <C>         <C>

Wholly-Owned:
Development Communities:
 AMLI:
  at Bent Tree II                    Dallas, TX                             10          200         $ 10,151
                                                                           ---        -----         --------
    Total Development Communities                                           10          200           10,151
                                                                           ---        -----         --------

Land held for future development:
 AMLI:
  at Champions II (1)                Houston, TX                            14          288            2,641
  at Kings Harbor (1)                Houston, TX                            15          300            2,475
  at Mesa Ridge (1)                  Ft. Worth, TX                          27          500            4,144
  at Fossil Lake (1)                 Ft. Worth, TX                          19          324            3,087
  at Fossil Lake II (1)              Ft. Worth, TX                          15          240            2,187
  at Prairie Lakes I                 Noblesville, IN                        17          228              950
  at Prairie Lakes II-IV             Noblesville, IN                       103        1,100            5,009
  at Peachtree City II (1)           Fayette County, GA                     21          216            3,153
  at Anderson Mill (1)               Austin, TX                             39          480            4,009
  at Vista Ridge (1)                 Lewisville, TX                         15          300            2,847
  at Cambridge Square (1)            Overland Park, KS                      34          402            3,694
  at Westwood Ridge (1)              Overland Park, KS                      30          420            2,967
                                                                           ---        -----         --------

    Total land held for future development                                 349        4,798           37,163
                                                                           ---        -----         --------

    Total Wholly-Owned                                                     359        4,998           47,314
                                                                           ---        -----         --------


<PAGE>


                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


                                                                        NUMBER       NUMBER        TOTAL
                                                                         OF           OF          EXPENDED
COMMUNITY                            LOCATION                           ACRES        UNITS     THRU 12/31/99
---------                            --------                           ------       ------    -------------

Co-Investment Development
 Communities (Company Ownership
 Percentage):
 AMLI:
  at Mill Creek (25%)                Gwinnett County, GA                    33          400            5,627
  at Lost Mountain (75%)             Paulding County, GA                    17          164            2,904
  at Park Bridge (25%)               Atlanta, GA                            35          352            7,982
  at Oakhurst North (25%)            Aurora, IL                             29          464           43,007
  at Monterey Oaks (25%)             Austin, TX                             26          430           17,607
  at St. Charles (25%)               St. Charles, IL                        25          400           37,802
  Creekside (25%)                    Overland Park, KS                      12          224           12,229
  at Wynnewood Farms (25%)           Overland Park, KS                      20          232           12,573
  at Regents Crest II (25%)          Overland Park, KS                       6          108            7,027
  at Castle Creek (40%)              Indianapolis, IN                       16          276           13,732
  at Lake Clearwater (25%)           Indianapolis, IN                       11          216           14,149
  at Summit Ridge (25%)              Lees Summit, MO                        24          432            7,198
                                                                           ---        -----         --------
    Total Co-Investment
      Development Communities (2)                                          254        3,698          181,837
                                                                           ---        -----         --------
    Total                                                                  613        8,696         $229,151
                                                                           ===        =====         ========

<FN>

    (1) It is the Company's intention to develop these land parcels in partnership with one or more institutional
investors.

    (2) Excludes AMLI on Spring Mill, a 400-unit community located in Hamilton County, Indiana, in which a 20%
residual interest was acquired for $1,243 on June 16, 1999.  Completed at a cost of $29,477, this property is 84%
leased at December 31, 1999.


</TABLE>


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     INTEREST AND REAL ESTATE TAX CAPITALIZATION

     Interest and real estate taxes incurred during the construction period
are capitalized and depreciated over the lives of the constructed assets.
During the years ended December 31, 1999, 1998 and 1997, total interest
capitalized was $4,749, $5,695 and $4,721, respectively.  Net of amounts
capitalized, total interest incurred during the years ended December 31,
1999, 1998 and 1997 aggregated $22,201, $20,263 and $11,995, respectively.

     ACQUISITION

     The Company's policy is and has been to expense internal costs (i.e.,
salaries and overhead of acquisition personnel) of acquiring operating
properties.  This policy is consistent with EITF 97-11, "Accounting for
Internal Costs Relating to Real Estate Property Acquisitions" and thus the
issuance of EITF 97-11 had no impact on the Company's results of
operations.

     DISPOSITION

     In 1997, the Company began selectively selling properties and
reinvesting the proceeds in new communities to continually improve the
quality of its portfolio and increase growth potential in net operating
income.  The gains on sale of residential communities, including the
Company's share of gain on sale of a co-investment community and gain on
sale of land are reported separately in the accompanying Statements of
Operations and neither the properties' selling prices nor related gains are
included in revenues in the accompanying Statements of Operations.

     The table below summarizes the properties sold by the Company during
1997-1999:



<PAGE>


<TABLE>
                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
<CAPTION>


                                                                                                            Net
                                                                                                         Operating
                                                                                                         Income in
                                                                                                           Twelve
                                                                                                           Months
                                                                                                          Immedia-
                                                                 Costs                                      tely
                      Company     Number     Date                Before                                   Prior to
                     Ownership      of     Acquired/    Date     Depre-      Sale       Net               Date of
Community            Percentage   Units    Developed    Sold     ciation     Price   Proceeds     Gain    of Sale
----------------     ----------   ------   ---------  --------   -------    ------   --------    ------   --------
<S>                 <C>          <C>      <C>        <C>        <C>        <C>       <C>        <C>      <C>
WHOLLY-OWNED
------------
AMLI:
 at Bear Creek
 Euless, Texas             100%      350    02/15/94  12/10/97    11,995    13,775     13,395     2,457       1,142

 at Reflections
 Irving, Texas             100%      212    02/15/94  12/30/98     7,737    10,400     10,263     3,621         811

 at Park Sheridan
 Chicago, Illinois         100%      253    02/15/94  10/12/99    11,186    23,500     23,088    15,102       1,586

 at Crown Colony
 Topeka, Kansas            100%      220   10/18/94-  10/14/99    10,239    11,288     11,194     1,959       1,027
                                           06/30/97

 at Sherwood
 Topeka, Kansas            100%      300    10/18/94  10/14/99    14,130    14,962     14,832     2,434       1,560

CO-INVESTMENTS
--------------
AMLI:
 at Prairie Court
 Chicago, Illinois           1%      125    09/01/87  08/16/99     9,129    13,500     12,850     6,717         911

 at Park Place
 Austin, Texas              25%      588    05/16/94  12/15/99    21,419    25,750     24,832     6,001       2,396

</TABLE>


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     In addition, on April 28, 1999, the Company completed the sale of a
19.7 acre land parcel for cash of $1,477, resulting in a gain on sale of
$281.  The Company had originally planned to build an additional phase to
an existing apartment community on this land.  The Company subsequently
determined that value would be maximized through the sale of the vacant
land.

     REVENUE RECOGNITION

     Rental revenues -- the Company leases its residential properties
pursuant to operating leases with terms generally of six or twelve months.
Rental income is recognized when earned; this method approximates
recognition using the straight-line method over the related lease term.  At
December 31, 1999, apartment leases in effect provide for annual rentals
aggregating approximately $114,754.

     Income from partnerships -- the Operating Partnership is entitled to
shares of cash flow or liquidation proceeds in excess of its stated
ownership percentages based on returns to its partners in excess of
specified rates.  The Company receives a share of income equal to its cash
flow in excess of its ownership interest.  This income is included in share
of income from co-investment partnerships in the accompanying Statements of
Operations.  In addition, one of the GP properties, AMLI at Prairie Court,
was sold in August 1999, for which the Company received a $554 share of net
sale proceeds in excess of its GP interest.  Such income attributable to
the Company's "promoted interest" (its share that exceed its pro-rata share
based on its invested capital) is reported in total revenues as other
income in the accompanying Statements of Operations.

     Development fees -- the Company receives development fees from co-
investment partnerships during the development period.  These fees, net of
related personnel costs, are recognized over the development period using
the percentage of completion method.  Such fees, net of intercompany
eliminations to the extent of the Company's ownership interest in the co-
investment partnerships, totaled $2,693, $2,526 and $1,452 and were
included in other income in the accompanying Consolidated Statements of
Operations for the years ended December 31, 1999, 1998 and 1997,
respectively.

     FAIR VALUES

     The estimated fair values of the Company's financial instruments
presented in these Notes to Consolidated Financial Statements have been
determined by management based on pertinent information available as of
December 31, 1999 and 1998, using appropriate methodologies.  These
estimates are not necessarily indicative of the amounts the Company could
ultimately realize.

     The Company's financial instruments consist primarily of its cash
equivalents, interest-bearing notes receivable, operating payables, debt
and interest rate limitation contracts.  The carrying amounts of the
Company's cash equivalents, interest-bearing notes from the Service
Companies and partnerships, and operating payables are considered to be a
reasonable estimate of fair value due to the short-term nature of these
instruments.

     At December 31, 1999, the Company's fixed rate debt that has a
carrying amount of $174,291 has an estimated fair value of $174,291.  The
Company's interest rate limitation contracts with no carrying value in the
accompanying balance sheets have a total approximate fair value of $1,158
at December 31, 1999.




<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     CASH AND CASH EQUIVALENTS

     For purposes of the statements of cash flows, the Company considers
all investments purchased with an original maturity of three months or less
to be cash equivalents.

     DEFERRED EXPENSES AND INTEREST RATE LIMITATION CONTRACTS

     Deferred expenses consist primarily of financing costs which are
amortized using the straight-line method over the terms of the related
debt.  During the construction period, amortization of deferred costs
relating to properties under development is capitalized and depreciated
over the lives of the constructed assets.  During the years ended
December 31, 1999, 1998 and 1997, capitalized amortization of deferred
costs was $115, $107 and $246, respectively.

     The Company uses interest rate caps and swaps to limit its exposure to
increases in interest rates on its floating rate debt.  The Company does
not use them for trading purposes.  The interest rate swaps the Company has
entered into are off-balance sheet derivatives which are accounted for as
"synthetic alterations," in that the borrowings on the Company's line of
credit to which they relate have floating rate risk and the swaps have been
designated and have been effective synthetic alterations of these
borrowings.  Under synthetic alteration accounting, periodic contractual
payments or receipts are accounted for as adjustments to interest expense.
Any derivative which cannot be accounted for as a synthetic alteration (of
which the Company has none at December 31, 1999) would be carried at market
value in the Company's balance sheet with changes in market value
recognized in non-interest income.

     At December 31, 1999, the Company was a party to various interest rate
swap agreements which require the Company to pay to or receive from
counterparties on a monthly basis the amounts, if any, by which the
Company's interest cost on the fixed rate basis differs from the interest
payments it makes on certain floating rate debt.

     The Company is exposed to credit losses in the event of nonperformance
by the counterparties to its interest rate swaps.  The Company does not
obtain collateral or other security to support financial instruments
subject to credit risk but monitors the credit standing of counterparties.
The Company anticipates, however, that the counterparties will be able to
fully satisfy their obligations under the contracts.

     The following summarizes certain information pursuant to interest rate
limitation and swap contracts at December 31, 1999.

                                         Cumula-  Approximate   Approximate
           Fixed              Remaining   tive      Value at     Value at
Notional   Rate    Term of    Contract    Cash    December 31,  January 31,
Amount      (1)    Contract   Maturity    Paid      1999 (2)     2000 (2)
--------   ------  --------   ---------  -------  ------------  -----------

$10,000    6.216%   5 years    11/01/02    $171           118          201
 10,000    6.029%   5 years    11/01/02     131           168          250
 20,000    6.145%   5 years    02/15/03     293           313          500
 10,000    6.070%   5 years    02/18/03     133           178          272
 15,000    6.405%   5 years    09/20/04      36           236          441
 10,000    6.438%   5 years    10/04/04      18           145          282
-------                                    ----         -----        -----
$75,000                                    $782         1,158        1,946
=======                                    ====         =====        =====

(1)   The fixed rate for the swaps includes the swap spread (the risk
component added to the Treasury yield to determine a fixed rate; excludes
lender's spread).


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


(2)   Represents the approximate amount which the Company would have
received as of December 31, 1999 and January 31, 2000 if these contracts
were terminated.  This amount is not recorded as an asset in the
accompanying balance sheet as of December 31, 1999.

(3)   Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," becomes effective for all
fiscal quarters for fiscal years beginning after June 15, 2000 and is not
expected to have a material impact on the Company's financial statements.


     OTHER ASSETS

     At December 31, 1999, other assets consisted primarily of a $6,233
note receivable from a joint venture in connection with the development of
a 432-unit community, $3,043 in development fees receivable, $229 in
restricted cash, $698 in tax escrow deposits and $1,837 in earnest money
deposits.  In addition, the Company holds a $2,500 note receivable from a
third party in connection with the acquisition by the Company of a 606-unit
apartment community located in Austin, Texas (see note 10).  The Company
believes that the carrying amounts of its notes receivable reasonably
approximate their fair values.

     POST-RETIREMENT BENEFITS

     The Company offers no post-retirement benefits to any of its employees
and has no current intention to implement any such plan.

     PER SHARE DATA

     In accordance with Statement of Financial Accounting Standards
No. 128, "Earnings Per Share," basic EPS is computed by dividing income
available to common shareholders by the weighted average number of common
shares outstanding for the period.  Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.  A
reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation
is as follows:

                                          Years Ended December 31,
                                   -------------------------------------
                                     1999          1998          1997
                                  ----------    ----------    ----------
Income before extraordinary
  items. . . . . . . . . . . .   $    51,738        29,700        24,548
Less income attributable to
  preferred shares . . . . . .        (7,281)       (4,875)       (1,903)
                                  ----------    ----------    ----------
Income before extraordinary
  items attributable to
  common shares - Basic. . . .    $   44,457        24,825        22,645
                                  ==========    ==========    ==========
Income before extraordinary
  items - Diluted. . . . . . .    $   51,738        24,825        22,645
                                  ==========    ==========    ==========


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


                                          Years Ended December 31,
                                   -------------------------------------
                                     1999          1998          1997
                                  ----------    ----------    ----------
Weighted average common
  shares - Basic . . . . . . .    16,922,922    16,624,513    15,660,225
Dilutive Options and Other
  Plan shares. . . . . . . . .        55,211        65,022        84,051
Convertible Preferred
  Shares . . . . . . . . . . .     4,020,890         --            --
                                  ----------    ----------    ----------
Weighted average common
  shares - Dilutive. . . . . .    20,999,023    16,689,535    15,744,276
                                  ==========    ==========    ==========
Earnings per share before
 extraordinary items:
    Basic. . . . . . . . . . .    $     2.63          1.49          1.44
    Diluted. . . . . . . . . .    $     2.46          1.49          1.44
                                  ==========    ==========    ==========

     RECLASSIFICATIONS

     Certain amounts in the consolidated 1998 and 1997 financial statements
of the Company have been reclassified to conform with the current
presentation.


3.  INVESTMENTS IN PARTNERSHIPS AND SERVICE COMPANIES

     INVESTMENTS IN PARTNERSHIPS

     At December 31, 1999, the Operating Partnership was a general partner
in various co-investment partnerships and in one GP Property (AMLI at Towne
Creek in Gainesville, Georgia) which is accounted for using the equity
method.  Another GP Property, AMLI at Prairie Court, was sold in August
1999, for which the Company received a $554 share of net sale proceeds in
excess of its GP interest.  The Operating Partnership and the Service
Companies receive various fees for services provided to these co-investment
partnerships, including development fees, construction fees, acquisition
fees, property management fees, asset management fees, financing fees,
administrative fees and disposition fees.  The Operating Partnership is
entitled to shares of cash flow or liquidation proceeds in excess of its
stated ownership percentages based on returns to its partners in excess of
specified rates.  During 1999, the Operating Partnership received $441 of
cash flow in excess of its ownership percentages.  Investments in
partnerships at December 31, 1999 and the Company's 1999 share of income or
loss from each are summarized as follows:



<PAGE>


<TABLE>
                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

<CAPTION>
                                                   Equity                         Total       Company's    Company's
                    Company's                -------------------    Company's      Net         Share of    Share of
                    Percentage    Total                Company's    Investment    Income     Net Income    Deprecia-
Community           Ownership     Assets     Total     Share (1)       (1)        (Loss)       (Loss)       tion
-----------         ---------     ------     -----     ---------    ----------    -----      ----------    ---------
<S>                 <C>         <C>         <C>       <C>          <C>           <C>        <C>           <C>
AMLI:
 at Greenwood
   Forest              15%      $16,447      4,384          658           640        56               8          72
 at Champions Park     15%       12,108      2,930          440           440       112              17          52
 at Champions
   Centre              15%        9,281      2,307          346           346       (39)             (6)         43
 at Windbrooke         15%       16,515      4,621          693           693       234              35          77
 at Willeo Creek       30%       14,166      4,417        1,325         1,325       294              88         154
 at Pleasant Hill      40%       24,732      9,416        3,553         3,314       884             370         343
 at Barrett Lakes      35%       25,441      8,723        3,053         3,161       656             230         319
 at Chevy Chase        33%       42,950     13,208        4,349         4,349     1,539             508         422
 at Willowbrook        40%       35,828     10,964        4,386         4,301       944             377         461
 at River Park         40%       14,354      5,279        2,112         2,067       607             243         175
 at Fox Valley         25%       23,637     23,100        5,775         5,963     1,390             347         186
 at Fossil Creek       25%       21,019     20,248        5,062         5,154     1,489             372         180
 at Danada Farms       10%       46,139     20,442        2,044         2,035     1,455             146         135
 at Verandah           35%       23,649      5,905        2,099         2,157      (112)             36         387
 at Northwinds         35%       52,463     20,179        7,077         6,876     1,127             394         522
 at Regents Crest      25%       31,571     14,740        3,685         3,746       549             234         172
 at Oakhurst North     25%       43,450     42,097       10,524        10,526       583             145         285
 at Wells Branch       25%       34,461     33,335        8,334         7,771     1,623             406         268
 on the Parkway        25%       15,568      4,441        1,108           802        93              30         157
 on Timberglen         40%       10,974      3,987        1,606           209        (6)             41         186
 at Castle Creek       40%       13,793     12,974        5,190         5,290      (103)            (41)         12
 at Lake
   Clearwater          25%       14,073     12,347        3,087         3,147      (180)            (45)         29
 Creekside             25%       12,225     10,936        2,734         2,805       (98)            (25)          2
 at Deerfield          25%       17,452      4,708        1,174           983       (94)            (15)         81
 at Wynnewood
   Farms               25%       12,601     10,836        2,709         2,715       (89)            (22)          1


<PAGE>


                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


                                                   Equity                         Total       Company's    Company's
                    Company's                -------------------    Company's      Net         Share of    Share of
                    Percentage    Total                Company's    Investment    Income     Net Income    Deprecia-
Community           Ownership     Assets     Total     Share (1)       (1)        (Loss)       (Loss)       tion
-----------         ---------     ------     -----     ---------    ----------    -----      ----------    ---------

 at Monterey Oaks      25%       17,607     14,452        3,613         3,611       (18)           (4)         --
 at St. Charles        25%       39,965     33,561        8,390         8,354        33             8            35
 at Park Bridge        25%        7,988      6,921        1,730         1,755        (1)         --            --
 at Mill Creek         25%        5,707      5,541        1,385         1,409      --            --            --
 at Lost Mountain      75%        3,705        365          365           421        (1)           (1)         --
 on Spring Mill        20%
                    (Residual)   29,989     29,320         --           1,316       631          --            --
 at Prestonwood
    Hills              45%       18,407      6,273        2,851         2,844        75            53            79
 at Windward Park      45%       28,235      9,714        4,414         4,404       152            99           123
 at Summit Ridge       25%        7,198       --           --             (72)     --            --            --
 at Oak Bend           40%       25,784      6,552        2,626         2,626        59            29            65
                               --------    -------      -------       -------   -------       -------       -------

                                769,482    419,223      108,497       107,483    13,844         4,057         5,023

   GP Properties and Other          189        152           35            35     6,949           226(2)         34
                               --------    -------      -------       -------   -------       -------       -------
                               $769,671    419,375      108,532       107,518    20,793         4,283         5,057
                               ========    =======      =======       =======   =======       =======       =======

<FN>

      (1)   The Company's investments in partnerships differ from the Company's share of co-investment
partnerships' equity primarily due to capitalized interest on its investments in properties under development,
purchase price basis differences, and the elimination of the Company's share of development fee income.

      (2)   Excludes the Company's share of gain on sale of AMLI at Park Place of $1,663 reported as share of gain
on sale of residential property.


</TABLE>


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     The fixed-rate debt financing which has been obtained from various
financial institutions on behalf of these co-investment partnerships is
summarized below:

                         Total      Outstanding   Interest
Community              Commitment   at 12/31/99     Rate          Maturity
---------              ----------   -----------   --------        --------
AMLI:
 at Summit Ridge          $18,940         6,279     L+1.5%     December 2001
 at Champions Centre        6,700         6,521      8.93%      January 2002
 at Champions Park          9,500         8,703      7.49%      January 2002
 at Windbrooke             11,500        11,308      9.24%     February 2002
 at Greenwood Forest       11,625        11,451      8.95%          May 2002
 at Chevy Chase            29,767        28,416      6.67%        April 2003
 at Willeo Creek           10,000         9,568      6.77%          May 2003
 at Willowbrook            24,500        23,587     7.785%          May 2003
 at Regents Crest          16,500        15,749      7.50%     December 2003
 at Verandah               16,940        16,783      7.55%        April 2004
 on Timberglen              6,770         6,628      7.70%         June 2004
 at Prestonwood Hills      11,649        11,621      7.17%       August 2006
 at Windward Park          18,183        18,139      7.27%       August 2006
 at Oak Bend               18,834        18,834      7.81%     December 2006
 at Deerfield              12,600        12,600      7.56%      January 2007
 at Danada Farms           24,500        24,326      7.33%        March 2007
 at Pleasant Hill          15,500        14,978      9.15%        March 2007
 at River Park              9,100         8,881      7.75%         June 2008
 on the Parkway            10,800        10,642      6.75%      January 2009
 at Barrett Lakes          16,680        16,478      8.50%     December 2009
 at Northwinds             33,800        30,977      8.25%      October 2010
 at Lost Mountain          10,252         2,887      6.84%     November 2040

     In general, these loans provide for monthly payments of principal and
interest based on a 25 or 27 year amortization schedule and a balloon
payment at maturity.  Some loans provide for payments of interest only for
an initial period, with principal amortization commencing generally within
two years.

     At December 31, 1998, the Operating Partnership was a general partner
in various co-investment partnerships and in the GP Properties (AMLI at
Prairie Court in Oak Park, Illinois and AMLI at Towne Creek in Gainesville,
Georgia) which are accounted for using the equity method.  The Operating
Partnership and the Service Companies receive various fees for services
provided to these co-investment partnerships, including development fees,
construction fees, acquisition fees, property management fees, asset
management fees, financing fees, administrative fees and disposition fees.
The Operating Partnership is entitled to shares of cash flow or liquidation
proceeds in excess of its stated ownership percentages based on returns to
its partners in excess of specified rates.  During 1998, the Operating
Partnership received $228 of cash flow in excess of its ownership
percentages.  Investments in partnerships at December 31, 1998 and the
Company's 1998 share of income or loss from each are summarized as follows:



<PAGE>


<TABLE>
                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

<CAPTION>
                                                   Equity                         Total       Company's    Company's
                    Company's                -------------------    Company's      Net         Share of    Share of
                    Percentage    Total                Company's    Investment    Income     Net Income    Deprecia-
Community           Ownership     Assets      Total    Share (1)       (1)        (Loss)       (Loss)       tion
-----------         ---------     ------      -----    ---------    ----------    -----      ----------    ---------
<S>                 <C>         <C>         <C>       <C>          <C>           <C>        <C>           <C>
AMLI:
 at Park Place         25%      $ 19,388      6,203        1,551         1,516      384              96         140
 at Greenwood
   Forest              15%        16,771      4,628          694           676      141              21          71
 at Champions Park     15%        12,385      3,081          462           462      110              17          54
 at Champions
   Centre              15%         9,461      2,446          367           367       56               8          43
 at Windbrooke         15%        16,637      4,613          692           692       60               9          75
 at Willeo Creek       30%        14,509      4,472        1,342         1,342       84              25         151
 at Pleasant Hill      40%        25,806     10,314        4,357         3,886      850             340         336
 at Barrett Lakes      35%        26,483      9,480        3,318         3,429      631             209         324
 at Chevy Chase        33%        43,406     13,170        4,336         4,336      815             273         414
 at Willowbrook        40%        36,183     11,120        4,448         4,359      527             211         449
 at River Park         40%        14,811      5,672        2,269         2,223      515             206         176
 at Fox Valley         25%        24,199     23,731        5,933         6,129      589             147         184
 at Fossil Creek       25%        21,428     20,460        5,115         5,212      598             149         169
 at Danada Farms       10%        47,472     21,615        2,161         2,152    1,124             113         133
 at Verandah           35%        24,646      6,820        2,406         2,468     (426)            (73)        481
 at Northwinds         35%        44,092     21,276        7,461         7,332      533             187         241
 at Regents Crest      25%        26,917     10,535        2,634         2,650      178             131         166
 at Oakhurst North     25%        39,674     36,495        9,124         9,032     (103)            (26)         61
 at Wells Branch       25%        33,794     32,685        8,171         7,595      492             123          77
 on the Parkway        25%        16,639      5,544        1,386         1,062      (40)            (10)         40
 on Timberglen         40%        11,437      4,341        1,736           266        5               2           8
 at Castle Creek       40%         3,458      3,347        1,339         1,298      --              --          --
 at Lake
   Clearwater          25%         4,137      3,869          967           941      --              --          --
 Creekside             25%         3,195      3,076          769           747      --              --          --
 at Deerfield          25%         8,609      6,080        1,520         1,371      --              --          --
 at Wynnewood
   Farms               25%         2,893      2,687          672           607      --              --          --
                                --------   --------      -------       -------   ------          ------      ------
    Total                       $548,430    277,760       75,230        72,150    7,123           2,158       3,793
                                ========   ========      =======       =======   ======                      ======
    GP Properties and Other                                                                          11
                                                                                                 ------
                                                                                                 $2,169
                                                                                                 ======



<PAGE>


                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


<FN>

     (1)  The Company's investments in partnerships differ from the Company's share of co-investment partnerships'
equity primarily due to capitalized interest on its investments in properties under development and the
elimination of the Company's share of development fee income.  These items are amortized over 40 years using the
straight-line method.



</TABLE>


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     INVESTMENTS IN SERVICE COMPANIES

     The Company owns 5% of the voting common stock and 100% of the
nonvoting preferred stock in the Service Companies, which provide property
management, corporate homes administration, construction, landscaping,
investment advisory and asset management services to the Company and to
certain other parties.  The nonvoting preferred stock entitles the Company
to approximately 95% of all cash distributions from the Service Companies.
No dividends have been paid by the Service Companies for any of the three
years ended December 31, 1999.

     Summarized combined financial information of the various Service
Companies at and for the years ended December 31, 1999, 1998 and 1997
follows:

                                        1999         1998         1997
                                      -------      -------      -------
        Income (1)                    $16,479       12,323        8,402
        General and administrative
          expenses                    (11,782)      (7,700)      (6,441)
                                      -------      -------      -------
                                        4,697        4,623        1,961

        Interest                       (3,748)      (2,352)      (1,049)
        Depreciation (2)               (1,616)      (1,297)        (381)
        Income taxes                       79         (362)        (312)
                                      -------      -------      -------
          Net income (loss)           $  (588)         612          219
                                      =======      =======      =======

        Total assets                  $50,055       44,759       26,410
                                      =======      =======      =======

        (1)  Net of construction and landscaping costs.

        (2)  Includes $668 annual amortization of goodwill in 1999
             and 1998.


     Substantially all interest expense of the Service Companies results
from notes payable to the Company at interest rates ranging from 9.5% to
13.0%.  Interest and share of income from Service Companies as included in
the accompanying Consolidated Statements of Operations is reconciled below:

                                         1999        1998        1997
                                       --------    --------    --------

    Intercompany interest expensed .   $  3,748       2,352       1,049
    Intercompany interest
      capitalized. . . . . . . . . .        569         542        --
    Net income (loss). . . . . . . .       (588)        612         219
    Intercompany eliminations and
      other owner's share. . . . . .       (667)       (746)       (117)
                                       --------    --------    --------
                                       $  3,062       2,760       1,151
                                       ========    ========    ========





<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


4.  RELATED PARTY TRANSACTIONS

     During 1999, 1998 and 1997, the Company accrued or paid to the Service
Companies and partnerships other costs and expenses as follows:

                                    1999           1998           1997
                                   ------         ------         ------

    Management fees                $2,875          2,698          2,147
    General contractor fees           433          1,167            857
    Interest expense                  561            561             36
    Landscaping and
      grounds maintenance           2,116            786            629
                                   ======         ======         ======

     In addition, at December 31, 1999, 1998 and 1997, the Company owed
Amrescon $2,068, $1,967 and $8,403, respectively, for construction costs of
communities under development.

     During 1999, 1998 and 1997, the Company earned or received from the
Service Companies and partnerships other income as follows:

                                    1999           1998           1997
                                   ------         ------         ------
    Development fees               $2,693          2,526          1,452
    Acquisition fees                  149           --              281
    Asset management fees             600            603            606
    Debt placement fee                 95             81            --
    Disposition fees (1) (2)          740           --              --
    Accounting and administrative
      fees                             14             12             11
    Interest on advances to
      partnerships                    708            451            --
    Interest on notes and advances
      to Service Companies          4,317          2,894          1,047
                                   ======         ======          =====
   -----------

(1)   On August 16, 1999, AMLI at Prairie Court, a 125-unit co-investment
property in which the Company had a 1% GP interest, was sold for $13,500.
The Company was paid a disposition fee of $354.  In addition, the Company
received $554 of net sale proceeds representing its promoted interest in
the co-investment partnership.

(2)   On December 15, 1999, AMLI at Park Place, a 588-unit co-investment
property in which the Company had a 25% ownership interest, was sold for
$25,750.  The Company was paid a 2% disposition fee of $386, net of
intercompany elimination.


     The Company leases apartment homes through ACH for short-term
residents.  Leases are at market rates.  Rents and other charges are
collected by ACH and payments are remitted to the Company on a periodic
basis.  During 1999, 1998 and 1997, total revenues of $2,050, $2,129 and
$1,362, respectively, were generated from ACH leases of which $0, $22 and
$624 were due from ACH at December 31, 1999, 1998 and 1997, respectively.


5.   DEBT

     The table below sets forth certain information relating to the
indebtedness of the Company.


<PAGE>


<TABLE>

                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


<CAPTION>
                                                                 Balance                                 Balance
                                                  Original         at           Interest     Maturity       at
Encumbered Communities                             Amount        12/31/99         Rate         Date      12/31/98
----------------------                            --------       --------       --------     --------    --------
<S>                                              <C>            <C>            <C>          <C>         <C>

BOND FINANCING:
                                                                              Tax-Exempt
Unsecured (1)                                     $ 40,750        40,750      Rate+1.23%      10/1/24      40,750
                                                                              Tax-Exempt
AMLI at Poplar Creek (1)                             9,500         9,500      Rate+1.15%       2/1/24       9,500
                                                  --------        ------                                  -------
    Total Bonds                                     50,250        50,250                                   50,250
                                                  --------        ------                                  -------

MORTGAGE NOTES PAYABLE TO FINANCIAL INSTITUTIONS:
AMLI at Conner Farms                                13,275        12,498        7.00%         6/15/03      12,739
AMLI at Sherwood (2)                                 7,320          --          7.75%          7/1/03       6,621
AMLI at Riverbend                                   31,000        29,307        7.30%          7/1/03      29,847
AMLI in Great Hills                                 11,000        10,402        7.34%          7/1/03      10,593
AMLI at Valley Ranch                                11,500        10,229       7.625%         7/10/03      10,470
AMLI at Nantucket                                    7,735         7,573        7.70%          6/1/04       7,683
AMLI at Bishop's Gate                               15,380        14,803         (3)           8/1/05      15,072
AMLI at Regents Center                              20,100        19,463         (4)           9/1/05      19,649
AMLI on the Green/AMLI of North Dallas (5)          43,234        41,120       7.789%          5/1/06      41,778
AMLI at Clairmont                                   12,880        12,880        6.95%         2/15/08      12,880
                                                  --------       -------                                 --------
  Total Mortgage Notes Payable                     173,424       158,275 (6)                              167,332
                                                  --------       -------                                 --------



<PAGE>


                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


                                                                  Balance                                Balance
                                                     Original      at           Interest     Maturity       at
Encumbered Properties                                 Amount     12/31/99         Rate         Date      12/31/98
---------------------                                --------    --------       --------     --------    --------

OTHER NOTES PAYABLE:

AMLI at Park Creek                                     10,322      10,266         7.875%      12/1/38       9,038
Unsecured line of credit (7)(8)                       250,000     145,000        L+1.05%     10/11/02     135,000
Note payable to Service Company                         5,000       5,000         10.00%       1/1/03       5,000
Unsecured note payable to Service Company                 750         750          4.00%       Demand         750
                                                     --------     -------     ---------       -------     -------
  Total Other Notes Payable                           266,072     161,016                                 149,788
                                                     --------     -------                                 -------
  Total                                              $489,746     369,541                                 367,370
                                                     ========     =======                                 =======

<FN>

(1)   The terms of these tax-exempt bonds require that a portion of the apartment units be leased to individuals
who qualify based on income levels specified by the U.S. Government.  The bonds bear interest at a variable rate
that is adjusted weekly based upon the remarketing rate for these bonds (3.95% for AMLI at Spring Creek and AMLI
at Poplar Creek at February 23, 2000).  The credit enhancement for the AMLI at Spring Creek bonds was provided by
a $41,297 letter of credit from Wachovia Bank that expires on October 15, 2002 and the credit enhancement for the
AMLI at Poplar Creek bonds was provided by a $9,617 letter of credit from LaSalle National Bank that expires
December 18, 2002.

(2)   This loan was repaid without penalty on September 15, 1999.

(3)   This original $14,000 mortgage bears interest at 9.1%.  It was valued at $15,380 to reflect a 7.25% market
rate of interest when assumed in connection with the acquisition of AMLI at Bishop's Gate on October 17, 1997.

(4)   $13,800 at 8.73% and $6,300 at 9.23%.

(5)   These two properties secure the FNMA loan that was sold at a discount of $673.  At December 31, 1999, the
unamortized discount amount is $426.



<PAGE>


                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



(6)   All but $20,963 of the total is non-recourse to the partners of the Operating Partnership.

(7)   The Company has used interest rate swaps on $75,000 of the outstanding amount to fix its base interest rate
(before current lender's spread) at an average of 6.22%.

(8)   The Company's unsecured line of credit has been provided by a group of eight banks led by Wachovia Bank,
N.A. and Bank One, N.A.  In October 1999, the Company increased the line of credit by $50,000 to $250,000,
expandible to $300,000, and extended the maturity of the line of credit by one year to October 2002 with two one-
year renewal options.  In addition, the interest rate, which is based in part on the credit rating assigned to
unsecured borrowings, increased to LIBOR plus 1.05% from LIBOR plus 0.90%.  This unsecured line of credit requires
that the Company meet various covenants typical of such an arrangement, including minimum net worth, minimum debt
service coverage and maximum debt to equity percentage.  The unsecured line of credit is used for acquisition and
development activities and working capital needs.























</TABLE>


<PAGE>


<TABLE>

                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     As of December 31, 1999, the scheduled maturities of the Company's debt are as follows:

<CAPTION>
                                                          FIXED RATE
                                                           MORTGAGE                    NOTES
                                                         NOTES PAYABLE    UNSECURED   PAYABLE TO
                                               BOND      TO FINANCIAL       LINES      SERVICE
                                            FINANCINGS   INSTITUTIONS     OF CREDIT   COMPANIES         TOTAL
                                            ----------   -------------    ---------  -----------      --------
<S>                                        <C>          <C>              <C>        <C>              <C>

2000 . . . . . . . . . . . . . . . . . .     $   --              2,808        --             750         3,558
2001 . . . . . . . . . . . . . . . . . .         --              3,038        --           --            3,038
2002 . . . . . . . . . . . . . . . . . .        50,250           3,271      145,000        --          198,521
2003 . . . . . . . . . . . . . . . . . .         --             60,105        --           5,000        65,105
2004 . . . . . . . . . . . . . . . . . .         --              8,931        --           --            8,931
Thereafter . . . . . . . . . . . . . . .         --             90,388        --           --           90,388
                                               -------         -------      -------      -------       -------
                                               $50,250         168,541      145,000        5,750       369,541
                                               =======         =======      =======      =======       =======

</TABLE>


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     At December 31, 1999 and 1998, the carrying value and fair value of
the Company's long-term debt are not considered to be significantly
different.  The Company considers the interest rates on its long-term debt
as market rates, based on interest rates, payment terms and maturities
available to the Company as of December 31, 1999 and 1998, for these types
of loans, and estimates that the fair value of its long-term debt
approximates the carrying value at December 31, 1999 and exceeds the
carrying value by approximately $3,100 at December 31, 1998.

6.  INCOME TAXES

     The Company qualifies as a REIT under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended.  A REIT will generally not be
subject to Federal income taxation on that portion of its income that
qualifies as REIT taxable income to the extent that it distributes at least
95% of its taxable income to its shareholders and complies with certain
other requirements.  In 1999, the Company distributed approximately 90% of
its taxable income and will designate a portion of its dividends being paid
during 2000 as a throw back dividend to 1999.  Accordingly, no provision
has been made for Federal income taxes for the Company.  Dividends paid in
1999 were fully taxable (54% as capital gain and 46% as ordinary income).
Approximately 6.9% of dividends paid during 1998 represented a return of
capital.

7.  SHAREHOLDERS' EQUITY

     Upon the closing of the Company's Initial Offering on February 15,
1994, a total of 11,530,370 of the Company's common shares were issued and
outstanding.  At that time, the Company owned a like number of OP Units,
which represented approximately 81% of the total 14,426,710 OP Units
outstanding at that time.

     During 1999, 1998 and 1997, a total of 55,556, 317,485 and 365,381 OP
Units were issued, respectively, to third parties as partial consideration
for the acquisition of certain communities and land parcels.  A total of
53,712, 32,756 and 34,535 OP Units were converted to common shares during
1999, 1998 and 1997, respectively.

     Pursuant to the authority vested to the Board of Trustees in the
Declaration of Trust dated January 31, 1994, the Trustees classified and
designated 1,500,000 unissued shares of beneficial interest of the Company
as Series A cumulative convertible preferred shares of beneficial interest.

On January 30, 1996, the Company completed the sale of 1,200,000 newly
issued Series A convertible preferred shares, $0.01 par value, for $24,000
in a registered offering.  The price per share of $20 was the price of the
Company's common shares on January 15, 1996.  The Company sold the Series A
preferred shares directly to four institutional investors and ARC without
the use of a placement agent or underwriter.  The proceeds from the sale of
these Series A preferred shares, less $82 of transaction costs, were used
to reduce the Company's debt, fund development costs and for general
corporate purposes.

     The Series A preferred shares will pay an annual dividend equal to
$1.72 per share or the dividend amount paid on common shares, whichever is
higher.  The Company's Board of Trustees authorized the payment of
dividends at this annual rate for the period from January 30, 1996 to
February 20, 1996, the dividend payment date.  The Series A preferred
shares are perpetual and generally have no voting rights except in certain
limited circumstances.  The Series A preferred shares may be converted on a
share-for-share basis into common shares at any time at a conversion price
that shall be adjusted from time to time.  After January 25, 2001, the
Company may redeem the Series A preferred shares at its option for cash or


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


common shares.  The Company may redeem the Series A preferred shares for
common shares only when the price of the common shares equals or exceeds
the conversion price for 20 of the 30 days preceding the date of redemption
notice.  The Series A preferred shares and the common shares into which the
Series A preferred shares may be converted have been registered under the
Company's existing shelf registration.

     On February 29, 1996, ARC elected to convert its 100,000 Series A
convertible preferred shares into common shares.

     During 1999, 1998 and 1997, a total of 37,271, 43,153 and 36,310 new
common shares, respectively, were issued pursuant to the Company's
Executive Share Purchase Plan (see note 8).

     On November 27, 1996, the Company closed a 2,750,000 share secondary
offering of its common shares.  The offering was priced at $21.75 per
share.  On December 30, 1996, 226,900 additional common shares were issued
pursuant to the underwriters' over-allotment option.  Net of approximately
5.75% in commissions and selling expenses, proceeds of the 2,976,900 common
share offering totaled approximately $61,000.  The net proceeds were used
to pay down $46,035 of floating rate debt, to prepay a $4,774 first
mortgage note payable, and to provide approximately $10,000 of working
capital to fund future acquisition and development activities.

     On July 11, 1997, the Company completed a public offering of 1,500,000
common shares at a price of $23.4375 per share.  In addition, the
underwriters exercised their over-allotment option for 194,700 shares.  The
net proceeds of $37,500 were used principally to pay down the balance
outstanding on the Company's line of credit and to fund acquisition and
development activities.

     On February 20, 1998, the Company privately placed $75,000 of Series B
convertible preferred shares with an institutional investor.  The Series B
preferred shares, which were issued at $24 per share and carried an initial
annual dividend of $1.80 per share, are non-callable for nine years and not
subject to mandatory redemption.  The Series B preferred shares are
convertible into common shares on a one-to-one basis.  The minimum $1.80
per share annual dividend will increase to match the dividend rate on
AMLI's common shares (currently $1.84 per share annually) if the annual
dividend rate on common shares is increased to more than $1.80 per share.
Funding of $25,000 each occurred on March 9, June 30, and September 30,
1998.  Total proceeds, net of 1.12% in offering costs, were $74,160.

     On November 2, 1998, the Company's Board of Trustees adopted a
shareholder rights plan.  In connection with the adoption of the rights
plan, the Board declared a dividend distribution of one right for each
common share outstanding on November 13, 1998, and created a series of
preferred shares, consisting of 150,000 shares, designated the Series C
Junior Participating Preferred Shares (the "Series C Preferred Shares").
The rights will not become exercisable unless someone acquires 15% or more
of the Company's common shares or commences a tender offer for 15% or more
of the common shares.  Once exercisable, each right would entitle the
holder, other than holders who caused the rights to become exercisable, to
purchase one one-thousandth of a Series C Preferred Share.  Each Series C
Preferred Share, when and if issued, would entitle the holder to receive
quarterly dividends on a cumulative basis, to exercise 1,000 votes per
share on all matters submitted to shareholders and to receive a preference
in the event of a liquidation.  Under certain circumstances, each right
would also entitle the holder, other than holders who caused the rights to
become exercisable, to purchase common shares of the Company or of an
acquiring person at a 50% discount to the market price.



<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     At December 31, 1999, the Company owned 20,971,138 OP Units, which
were approximately 85% of the total 24,538,654 OP Units outstanding.  At
December 31, 1998, the Company owned 20,880,155 OP Units, which were
approximately 85% of the total 24,445,827 OP Units outstanding.


8.  COMMITMENTS AND CONTINGENCIES

     LEASES OF OFFICE SPACE

     The Company shares office space with the Service Companies and with
ARC at its Chicago headquarters.  Amrescon and AMC share space at regional
corporate offices in Atlanta, Dallas, Kansas City and Indianapolis.  The
Company is party to these leases, which have terms expiring through the
year 2008 and which provide for minimum rent and additional rent based on
increases in operating expenses.

     The Company's share of lease payments for noncancellable office leases
(including amounts allocated to the Service Companies) was $796, $811 and
$485 in 1999, 1998 and 1997, respectively.  The 1997 expense includes the
entire $223 rent for the Atlanta and Dallas offices and rent in Chicago
based on actual space occupied at a rate not in excess of the current
market rate.  As of August 1, 1997, an ARC subsidiary occupying a portion
of the Chicago offices relocated to provide additional space for the
Company.  Concurrently, the Company leased additional space in Chicago and
extended its Chicago lease through October 31, 2008.  The Company's
estimated shares of future minimum rent payments under the operating leases
are as follows:

          2000 . . . . . . . . . . . . . . . . . .       $  827
          2001 . . . . . . . . . . . . . . . . . .          838
          2002 . . . . . . . . . . . . . . . . . .          817
          2003 . . . . . . . . . . . . . . . . . .          726
          2004 . . . . . . . . . . . . . . . . . .          683
          Thereafter . . . . . . . . . . . . . . .        2,390
                                                         ------
                                                         $6,281
                                                         ======

     RETIREMENT SAVINGS PLAN

     The AMLI Residential Properties Retirement Savings Plan (the
"Retirement Plan"), is a qualified plan under Section 401(k) of the
Internal Revenue Code.  The provisions of the Retirement Plan obligate the
Company to contribute up to 50% of the amounts contributed to the
Retirement Plan by its employees (such contribution not to exceed $0.500
per employee per year).  Employees vest in Company contributions as
follows:

      Less than three years' service . . . . . . . . . . .    0%
      Three or more years' service . . . . . . . . . . . .  100%
                                                            ===

     As of January 1, 1995, the Retirement Plan was amended to provide for
an additional contribution by Participating Employers, as defined, equal to
a percentage (3% for 1999, 1998 and 1997) of each eligible employee's
compensation.  An employee is eligible who has completed one year of
service by, and is an employee as of, either June 30 or December 31 of the
year for which the contribution is made.  Those semi-annual additional
contributions together with the Company's annual 50% matching contribution
are to be invested in open market purchases of the Company's common shares
and other investments.  Such contributions, by and on behalf of affiliates
of the Company, were $573, $487 and $314 in 1999, 1998 and 1997,
respectively, all of which were invested in Company shares.


<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     BONUS INCENTIVE COMPENSATION

     A bonus incentive compensation plan has been established for executive
and key officers.  This program awards both a cash and a common share or OP
Unit bonus to executive officers and certain key officers covered under the
plan based on the achievement of specified targets and goals for the
Company and the individual officer.  The primary targets are the desired
annual Funds From Operations ("FFO") per share and how the Company performs
relative to its competitors.  The amount of cash bonus and number of common
shares or OP Units will be based on a formula determined for each officer
up to 50% of base compensation.

     PERFORMANCE INCENTIVE PLAN

     In 1995, the Company established a Performance Incentive Plan (the
"Incentive Plan") whereby executive and key officers and employees may
receive OP Units or cash if a target growth in FFO is achieved for a period
of five years (or as many as ten years if the target is not reached sooner)
starting from the year the rights under this Incentive Plan are granted.
If the target growth in FFO is achieved, OP Units actually issued under
this Incentive Plan will include both the original award plus additional OP
Units based on assumed re-investment of dividends from the date of the
award to the date of issuance.  Expense is recognized for financial
reporting purposes over the five-year determination period for each year's
award based upon the estimated value at December 31, 1999 of the OP Units
to be issued.  In 1999, 1998 and 1997, a total of $385, $533 and $249,
respectively, was charged to expense by the Company and the Service
Companies pursuant to this Incentive Plan.  At December 31, 1999, there are
127,458 OP Units (net of cancellations) that may be issued in conjunction
with the Incentive Plan, as follows:

                                                         At December 31,
                                                           1999 After
                                           Original        Dividend
                                            Award        Re-investment
                                           --------      ---------------

         January 1995 Award (1). .          17,700            25,600
         January 1996 Award. . . .          13,350            17,685
         February 1997 Award . . .          15,700            19,201
         December 1997 Award . . .          24,700            30,145
         November 1998 Award . . .          24,300            25,777
         November 1999 Award (2) .           9,050             9,050
                                           -------           -------
                                           104,800           127,458
                                           =======           =======

(1)   The Board of Trustees has determined that the target FFO growth for
the five year period from January 1995 through December 31, 1999 was
achieved and accordingly approved payment to individuals who had fully
vested Incentive Plan Awards.  The amount paid (equal to the value of the
Company's stock at January 31, 2000 times the number of fully vested
January 1995 awards) totaled $573, and has been fully accrued by the
Company and its Service Company subsidiaries.

(2)   In lieu of the November 1999 award, certain officers were awarded
forgivable loans (see Shareholder Loans to Officers/Trustees).




<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     OPTION PLAN

     The Company has adopted the AMLI Residential Properties Trust Option
Plan (the "Option Plan") to provide incentives to attract and retain
Trustees, officers and key employees and service providers.  The Option
Plan provides for options to purchase a specified number of common shares
or OP Units ("Options").  Under the Option Plan, the total number of common
shares available for grant and available to be issued upon exchange of OP
Units issued under the Option Plan equals 2,000,000.  Upon certain
extraordinary events, the Executive Compensation Committee may make such
adjustments in the aggregate number of common shares or OP Units reserved
for issuance, the number of common shares or OP Units covered by
outstanding awards and the exercise prices specified therein as they
determine to be appropriate.

     On January 1, 1996, the Company adopted SFAS No. 123, "Accounting for
Stock-Based Compensation."  Pursuant to its provisions, the Company may
either record additional compensation expense each year based on the fair
value of the Options granted in that year, or, as the Company has elected
under APB No. 25, record no such additional compensation costs in its
consolidated financial statements and disclose the pro forma effects as if
SFAS No. 123 had been applied.  Disclosure of pro forma effects are
required only for Options granted after December 31, 1994.  Therefore, the
full impact of calculating compensation cost for stock options under SFAS
No. 123 is not included because compensation cost is reflected over the
vesting period of five years and compensation cost for Options granted
prior to January 1, 1995 is not considered.  Had the Company determined
compensation cost based upon the fair value at the grant date for these
Options under SFAS No. 123, the charge against the Company's net income
would have been $227, $200 and $113 for the years ended December 31, 1999,
1998 and 1997, respectively, or less than $0.01 per share in each of these
years.

     The Trustees who are not members of management hold 21,925 Options.
At December 31, 1999, there were 487,833 vested Options held by employees
at a weighted average exercise price of $20.50 per share.  Through
December 31, 1999, 1,666 Options have been exercised and none have expired.

     At December 31, 1999, Options have been issued for all but 400,075 of
the 2,000,000 shares reserved for issuance under the Option Plan.  The per
share weighted average fair value of Options granted during 1999, 1998 and
1997 was $1.42, $1.39 and $1.61, respectively, on the date of grant using
the Black Scholes Option-pricing model with the following weighted average
assumptions:  1999 - expected dividend yield 7.83%, risk-free interest rate
of 6.23%, expected life of 5.0 years and expected volatility rate of
16.14%; 1998 - expected dividend yield 7.91%, risk-free interest rate of
5.11%, expected life of 4.06 years and expected volatility rate of 17.16%;
and 1997 - expected dividend yield 7.76%, risk-free interest rate of 6.03%,
expected life of 4.24 years and expected volatility rate of 16.53%.  The
Options granted under this plan have a contractual term of ten years
(except that the Options granted in 1995 have a contractual term of seven
years).





<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     Stock Option activity for employees during the years ended
December 31, 1999, 1998 and 1997 is as follows:

                                                               WEIGHTED
                                                               AVERAGE
                                            NUMBER OF          EXERCISE
                                             SHARES             PRICE
                                            ---------         ---------

    Balance at December 31, 1996              602,100           $20.21

Granted                                       310,000            22.96
Cancelled                                     (10,434)           20.80
                                            ---------           ------
    Balance at December 31, 1997              901,666            21.23

Granted                                       312,000            21.80
Cancelled                                     (40,500)           21.33
Exercised                                      (1,666)           20.50
                                            ---------           ------
    Balance at December 31, 1998            1,171,500            21.36

Granted                                       412,500            20.82
Cancelled                                      (6,000)           21.98
Exercised                                       --                 --
                                            ---------           ------
    Balance at December 31, 1999            1,578,000           $21.26
                                            =========           ======

     At December 31, 1999, the range of exercise prices was $18.25-$23.50
and the weighted average remaining contractual life of the outstanding
Options was 7.4 years.

     EXECUTIVE SHARE PURCHASE PLAN

     At their 1996 Annual Meeting, the Company's shareholders approved the
AMLI Residential Properties Trust Executive Share Purchase Plan (the
"Purchase Plan").  Individuals eligible to participate in the Purchase Plan
included all nine Trustees (who may each in any one year acquire newly-
issued common shares having a value as of the acquisition date of up to
$100) and 31 members of management (who may in any one year acquire newly-
issued common shares having a value as of the acquisition date of up to the
lower of $100 or 50% of their annual base compensation).  Starting in 2000,
the only Trustees eligible to increase their participation in the Purchase
Plan are Messrs. Sweet and Tague.

     The common shares may be acquired at 85% of their then current value,
and the participants may elect to receive financing for up to 80% of their
acquisition cost.  The 15% discount is taxable income to the participants
and expense for the Company's financial reporting purposes in the year in
which the common shares are issued.

     During 1999, 1998 and 1997, Trustees and employees acquired a total of
37,271, 43,153 and 36,310 common shares, respectively, pursuant to the
Purchase Plan.  Related shareholder loans ($445 in 1999, $636 in 1998 and
$526 in 1997) bear interest at rates ranging from 6.42% to 8.23% and are
partially amortizing over a ten-year term.  At December 31, 1999 and 1998,
the outstanding balances of these loans were $1,546 and $1,278,
respectively, and are included in the accompanying balance sheets as a
reduction of shareholders' equity.  Total expense recorded in 1999, 1998
and 1997 for the 15% discount, including the Service Companies' share, was
$117, $146 and $126, respectively.



<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     SHAREHOLDER LOANS TO OFFICERS/TRUSTEES

     During 1999, 1998 and 1997, the Board of Trustees approved up to $0,
$3,550 and $5,980, respectively, in recourse loans to the four
Officers/Trustees and eleven other officers to enable them to acquire on
the open market approximately 430,559 of the Company's common shares of
beneficial interest.  These loans bear interest at rates ranging from 4.45%
to 6.23% and have terms of nine years.  At December 31, 1999, 1998 and
1997, the balances of these loans totaled $9,156, $9,390 and $5,959,
respectively, and are included in the accompanying balance sheets as a
reduction of shareholders' equity.

     During 1999, the Board of Trustees approved a new loan program ("New
Loan Program") for certain officers as a substitute for the Incentive Plan.

In December 1999, the Company loaned $1,297 to certain officers to purchase
62,100 Company shares on the open market.  The loans bear interest at
6.06%.  Interest only is payable during the five-year loan term.  The New
Loan Program provides for forgiveness of the loan over a five-year period,
starting in the third year of the loan.  The Company will expense the loan
amount over the five-year loan term using the straight-line method and will
include such amount in compensation expense.

     PURCHASE OBLIGATION

     The limited partnership agreements of AMLI at Verandah L.P. and AMLI
on Timberglen, L.P. provide for the redemption (at an amount determined by
formula) by the partnerships of the limited partners' entire interests, in
the limited partners' sole discretion, at any time after March 25, 2002 and
December 16, 2003, respectively, or at any time that there is a designated
event of default on related indebtedness of the partnerships, which event
of default remains uncured and unwaived to the time of notice of redemption
election.  The  redemption amount may be paid in cash or Company common
shares of beneficial interest, or any combination thereof, in the sole
discretion of the Company.

     LETTERS OF CREDIT

     At December 31, 1999, the Company is contingently liable on $4,897 in
bank letters of credit issued to secure commitments made in the ordinary
course of business by the Company and its co-investment partnerships.

     LEGAL ACTIONS

     The Company is a party to several legal actions which arose in the
normal course of business.  In the opinion of management, there will be no
adverse consequences from these actions which would be material to the
Company's financial position or results of operations.


9.   SUBSEQUENT EVENTS

     On January 13, 2000, the Company, through a co-investment partnership,
acquired AMLI Midtown, a 419-unit apartment community located in Houston,
Texas for the purchase price of $33,250.  Concurrent with the closing of
the acquisition, the Company contributed $5,439 and the co-investors
contributed $6,540 for a total contribution of $11,979.  Northwestern
Mutual Life Insurance Company provided the first mortgage loan that bears
interest at 7.52% with a term of seven years amortizable over a 30-year
period.  AMLI Midtown contains 368,818 rentable square feet in nineteen
three-story buildings that were built in 1998 on a seven-acre site.  The
Company owns a 45% interest in this partnership.




<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


     On February 3, 2000, the Company completed the sale of AMLI at Sope
Creek, a 695-unit apartment community located in Marietta, Georgia.  AMLI
at Sope Creek was developed by the Company in phases in 1982, 1983 and
1995, and its depreciated cost of $19,784 is shown separately in the
accompanying balance sheet at December 31, 1999.  The sale price of $42,500
was received in cash.  On the same date, a portion of the proceeds of the
sale were used to acquire, in a transaction accounted for as a deferred
third party exchange for Federal income tax purposes, AMLI at StoneHollow,
a 606-unit apartment community located in Austin, Texas.  AMLI at
StoneHollow contains 524,660 rentable square feet in 28 three-story
buildings constructed in 1997 on a 36-acre site.  In addition, the Company
acquired the 99% ownership interest in AMLI at Towne Creek that it did not
already own, to complete the deferred third party exchange.  AMLI at Towne
Creek is a 150-unit apartment community located in Gainesville, Georgia,
which the Company developed in 1989.

     In February 2000, Amrescon merged with and into AMC.


10.  SEGMENT REPORTING

     During 1998, the Company adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information," which establishes
standards for the way that public business enterprises report information
about operating segments in financial statements, as well as related
disclosures about products and services, geographic areas and major
customers.

     The accounting policies of the segments are the same as those
described in Note 2.

     The Company defines each of its multifamily communities as an
individual operating segment.  It has also determined that all communities
have similar economic characteristics and also meet the other criteria
which permit the communities to be aggregated into one reportable segment,
that being the development, acquisition, operation and ownership of
multifamily communities in its target markets throughout the Southeast,
Southwest, and Midwest.  The Company's chief operating decision-maker
assesses and measures segment operating results based on a performance
measure referred to as net operating income at the individual operating
segment and FFO at the aggregated segment level.  The National Association
of Real Estate Investment Trusts defines FFO as net income (computed in
accordance with generally accepted accounting principles ("GAAP")),
excluding extraordinary gains (losses) from debt restructurings and gains
(losses) from sales of depreciable operating properties, plus depreciation
and amortization, and after adjustments for unconsolidated partnerships,
joint ventures, and other affiliates.  Adjustments for unconsolidated
partnerships, joint ventures and other affiliates are calculated to reflect
FFO on the same basis.  FFO does not represent cash flows from operations,
as defined by GAAP; is not indicative that cash flows are adequate to fund
all cash needs; and is not to be considered an alternative to net income or
any other GAAP measure as a measurement of the results of the Company's
operations or the Company's cash flows or liquidity as defined by GAAP.  In
accordance with additional guidance issued by NAREIT in October 1999, the
Company's FFO for 1996 and 1995 were restated to include items previously
excluded.

     The revenues, net operating income, FFO, assets, investments in
partnerships and total expenditures for property additions for the
Company's reportable segment for the years ended December 31, 1999, 1998,
and 1997 are summarized as follows:



<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



                                         1999         1998         1997
                                      ----------   ----------   ----------

Multifamily segment revenues (1) . .  $  204,071      172,582      130,135
Reconciling items:
  Reduce co-investment revenues
    to Company's share (2) . . . . .     (84,834)     (62,584)     (44,392)
  Interest income and share of
    income (loss) from Service
    Companies. . . . . . . . . . . .       3,062        2,760        1,151
  Other interest income. . . . . . .       1,683        1,272          521
  Other revenues . . . . . . . . . .       5,126        3,323        2,658
                                      ----------   ----------   ----------
Consolidated revenues. . . . . . . .  $  129,108      117,353       90,073
                                      ==========   ==========   ==========

Multifamily segment net operating
 income (1). . . . . . . . . . . . .  $  114,668      103,043       76,633

Reconciling items to FFO:
  Reduce co-investment net
   operating income to Company's
   share (3) . . . . . . . . . . . .     (34,722)     (32,845)     (23,350)
  Interest income and share of
    income (loss) from Service
    Companies. . . . . . . . . . . .       3,477        3,160        1,151
  Other interest income. . . . . . .       1,683        1,272          521
  Other revenues . . . . . . . . . .       5,126        3,323        2,658
  General and administrative
    expenses . . . . . . . . . . . .      (4,042)      (3,993)      (2,850)
  Interest expense and loan cost
    amortization . . . . . . . . . .     (22,611)     (20,728)     (12,591)
                                      ----------   ----------   ----------
Consolidated FFO before minority
  interest . . . . . . . . . . . . .      63,579       53,232       42,172
                                      ----------   ----------   ----------
Reconciling items to net income:
  Depreciation - wholly owned
    properties . . . . . . . . . . .     (18,194)     (17,963)     (13,220)
  Depreciation - share of
    co-investment properties . . . .      (5,057)      (3,793)      (2,483)
  Share of Service Company's
    goodwill amortization. . . . . .        (415)        (400)       --
  Gains on sales of residential
    properties . . . . . . . . . . .      21,158        3,621        2,457
                                      ----------   ----------   ----------
Income before minority interest
  and extraordinary items. . . . . .      61,071       34,697       28,926
Minority interest. . . . . . . . . .       9,333        4,997        4,378
                                      ----------   ----------   ----------
Income before extraordinary
  items. . . . . . . . . . . . . . .  $   51,738       29,700       24,548
                                      ==========   ==========   ==========



<PAGE>


                      AMLI RESIDENTIAL PROPERTIES TRUST

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


                                         1999          1998         1997
                                      ----------   ----------   ----------

Segment assets (1) (4) . . . . . . .  $1,462,051    1,281,291    1,061,378

Reconciling items:
  Subsequent capital expenditures
   (1) . . . . . . . . . . . . . . .      79,089       21,239       13,154
  Reduce co-investment properties
    to Company's share (5) . . . . .    (704,297)    (490,616)    (369,856)
  Accumulated depreciation . . . . .     (90,441)     (78,143)     (62,641)
  Other assets (6) . . . . . . . . .      58,216       51,821       37,943
                                      ----------   ----------   ----------
Total assets . . . . . . . . . . . .  $  804,168      785,592      679,978
                                      ==========   ==========   ==========

Investments in partnerships. . . . .  $  107,518       72,150       50,729
                                      ==========   ==========   ==========
Total expenditures for property
 additions (1) . . . . . . . . . . .  $  157,547      201,058      285,058
                                      ==========   ==========   ==========
----------

(1)   Represents all properties in which the Company has an ownership
interest, except AMLI at Prairie Court and AMLI at Towne Creek, in which
the Company has a 1% GP interest.

(2)   Represents amount required to reduce co-investment properties'
revenues to the Company's share of net income from partnerships.

(3)   Represents amount required to reduce co-investment properties' net
operating income to the Company's share of net operating income from
partnerships.

(4)   Represents original acquisition costs of properties in which the
Company has an ownership interest.

(5)   Represents amount required to reduce co-investment properties' assets
to the Company's investments in partnerships.

(6)   Non segment assets consist primarily of cash and cash equivalents,
deferred expenses, security deposits, notes receivable from and advances to
Service Companies and other assets.


     The Company does not derive any of its consolidated revenues from
foreign countries and does not have any major customers that individually
account for 10% or more of the Company's consolidated revenues.


<PAGE>


<TABLE>

                                          AMLI RESIDENTIAL PROPERTIES TRUST

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


11.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<CAPTION>
                                                                             YEAR ENDED DECEMBER 31, 1999
                                                                        -------------------------------------
                                                                        FIRST    SECOND      THIRD     FOURTH
                                                                        -----    ------      -----     ------
<S>                                                                   <C>       <C>        <C>        <C>

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $30,453    32,961     33,851     31,843
Income before minority interest
  and extraordinary item . . . . . . . . . . . . . . . . . . . . .       8,428    10,602     10,504     31,537
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . .       1,148     1,513      1,514      5,158
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,407     7,300      7,201     24,549
Earnings per common share - basic:
  Income before extraordinary item . . . . . . . . . . . . . . . .        0.32      0.43       0.42       1.44
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.32      0.43       0.42       1.44
Earnings per common share - diluted:
  Income before extraordinary item . . . . . . . . . . . . . . . .        0.32      0.43       0.42       1.26
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.32      0.43       0.42       1.26


                                                                             YEAR ENDED DECEMBER 31, 1998
                                                                        -------------------------------------
                                                                        FIRST    SECOND      THIRD     FOURTH
                                                                        -----    ------      -----     ------

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $26,662    29,309     30,155     31,227
Income before minority interest
  and extraordinary item . . . . . . . . . . . . . . . . . . . . .       6,259     7,690      8,302     12,446
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . .         933     1,109      1,129      1,826
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,722     5,623      5,750      8,730
Earnings per common share - basic:
  Income before extraordinary item . . . . . . . . . . . . . . . .        0.28      0.34       0.35       0.52
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.28      0.34       0.35       0.52
Earnings per common share - diluted:
  Income before extraordinary item . . . . . . . . . . . . . . . .        0.28      0.34       0.35       0.52
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.28      0.34       0.34       0.52



</TABLE>


<PAGE>


<TABLE>
                                                                                                      SCHEDULE III

                                           AMLI RESIDENTIAL PROPERTIES TRUST
                                 CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

                                                   DECEMBER 31, 1999
                                                (Dollars in thousands)


<CAPTION>
                                                                                            GROSS AMOUNT AT WHICH
                                                  INITIAL COSTS (A)                    CARRIED AT CLOSE OF PERIOD (B)
                                      --------------------------------------     -------------------------------------
                                                                  COSTS
                        RELATED                   BUILDINGS     CAPITALIZED                  BUILDINGS
                        ENCUM-                      AND        SUBSEQUENT TO                   AND
PROPERTIES             BRANCES(C)      LAND      IMPROVEMENTS   ACQUISITION         LAND    IMPROVEMENTS        TOTAL
----------             ----------   ---------    ------------  -------------     ---------- ------------     ----------
<S>                   <C>          <C>          <C>           <C>               <C>         <C>             <C>
DALLAS/FT. WORTH TX

AMLI:
 at AutumnChase. . . . .$   --         4,313          29,502            590          4,447       29,958         34,405
 at Bent Tree. . . . . .    --         2,854          16,173            532          2,856       16,703         19,559
 at Bishop's Gate. . . .  14,803       3,659          20,708            (41)         3,616       20,710         24,326
 at Chase Oaks . . . . .    --         1,003           9,513            476          1,003        9,989         10,992
 at Gleneagles . . . . .    --         3,178          22,723            535          3,182       23,254         26,436
 on the Green. . . . . .  11,694       1,693          17,007            535          1,693       17,542         19,235
 at Nantucket. . . . . .   7,573       1,931           6,817            405          1,931        7,222          9,153
 of North Dallas . . . .  29,426       7,278          37,204          3,922          7,278       41,126         48,404
 on Rosemeade. . . . . .    --         1,534           9,182            471          1,534        9,653         11,187
 at Valley Ranch . . . .  10,229       3,139          16,199          1,759          3,139       17,958         21,097
                         -------      ------         -------          -----         ------      -------        -------
Subtotal - Dallas/
  Ft. Worth, TX. . . . .  73,725      30,582         185,028          9,184         30,679      194,115        224,794
                         -------      ------         -------          -----         ------      -------        -------
AUSTIN, TX
AMLI:
 at the Arboretum. . . .    --         1,664           9,480            508          1,664        9,988         11,652
 in Great Hills. . . . .  10,402       3,228          14,304          1,129          3,228       15,433         18,661
 at Martha's
   Vineyard. . . . . . .    --         2,154          13,216            832          2,154       14,048         16,202
 at Lantana Ridge. . . .    --         3,582          20,299            220          3,585       20,516         24,101
                         -------      ------         -------          -----         ------      -------        -------
Subtotal - Austin, TX. .  10,402      10,628          57,299          2,689         10,631       59,985         70,616
                         -------      ------         -------          -----         ------      -------        -------
</TABLE>


<PAGE>


<TABLE>
                                                                                           SCHEDULE III - CONTINUED


                                           AMLI RESIDENTIAL PROPERTIES TRUST
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED


<CAPTION>
                                                        DATE       DEPRECIABLE
                                 ACCUMULATED          COMPLETED/      LIVES
PROPERTIES                       DEPRECIATION          ACQUIRED       YEARS
----------                       ------------         ----------   -----------
<S>                             <C>                  <C>          <C>
DALLAS/FT. WORTH TX

AMLI:
 at AutumnChase. . . . . . .           3,511           7/91-9/98   5 - 40 years
 at Bent Tree. . . . . . . .           1,122           10/15/97    5 - 40 years
 at Bishop's Gate. . . . . .           1,418           10/17/97    5 - 40 years
 at Chase Oaks . . . . . . .           1,815           06/02/94    5 - 40 years
 at Gleneagles . . . . . . .           5,244          7/88-11/96   5 - 40 years
 on the Green. . . . . . . .           3,251           02/16/94    5 - 40 years
 at Nantucket. . . . . . . .           2,745           12/16/88    5 - 40 years
 of North Dallas . . . . . .           6,774           7/89-7/90   5 - 40 years
 on Rosemeade. . . . . . . .           1,720           12/28/90    5 - 40 years
 at Valley Ranch . . . . . .           3,090           05/25/90    5 - 40 years
                                      ------
  Subtotal - Dallas/
    Ft. Worth, TX. . . . . .          30,690
                                      ------
AUSTIN, TX
AMLI:
 at the Arboretum. . . . . .           2,818           06/04/86    5 - 40 years
 in Great Hills. . . . . . .           2,665           01/18/91    5 - 40 years
 at Martha's
   Vineyard. . . . . . . . .           2,389           10/09/92    5 - 40 years
 at Lantana Ridge. . . . . .           1,463           09/30/97    5 - 40 years
                                      ------
  Subtotal -
    Austin, TX . . . . . . .           9,335
                                      ------

</TABLE>


<PAGE>


<TABLE>
                                                                                           SCHEDULE III - CONTINUED

                                           AMLI RESIDENTIAL PROPERTIES TRUST
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
<CAPTION>                                                                                   GROSS AMOUNT AT WHICH
                                                    INITIAL COSTS (A)                  CARRIED AT CLOSE OF PERIOD (B)
                                         --------------------------------------      ----------------------------------
                                                                     COSTS
                             RELATED                  BUILDINGS    CAPITALIZED                  BUILDINGS
                             ENCUM-                     AND       SUBSEQUENT TO                   AND
PROPERTIES                  BRANCES(C)      LAND     IMPROVEMENTS  ACQUISITION        LAND     IMPROVEMENTS     TOTAL
----------                  ----------   ---------   ------------ -------------    ----------  ------------  ----------
<S>                        <C>          <C>         <C>          <C>              <C>          <C>          <C>
ATLANTA, GA
AMLI:
 at Killian Creek. . . . . .     --         2,046         13,677           259         2,046        13,936      15,982
 at Spring Creek . . . . . .     --         8,579         45,971         2,789         8,579        48,760      57,339
 at Vinings. . . . . . . . .     --         2,405         17,595           693         2,406        18,287      20,693
 at West Paces . . . . . . .     --         2,160         20,595           377         2,160        20,972      23,132
 at Park Creek . . . . . . .   10,266       1,207         10,052            63         1,208        10,114      11,322
 at Peachtree City . . . . .     --         2,870         16,955           240         3,001        17,064      20,065
 at Clairmont. . . . . . . .   12,880       2,791         15,640           591         2,791        16,231      19,022
                              -------      ------        -------        ------        ------       -------     -------
Subtotal - Atlanta, GA . . .   23,146      22,058        140,485         5,012        22,191       145,364     167,555
                              -------      ------        -------        ------        ------       -------     -------
KANSAS CITY
AMLI:
 at Alvamar. . . . . . . . .     --           727          6,983           354           727         7,337       8,064
 at Regents Center . . . . .   19,463       2,260         22,397           923         2,265        23,315      25,580
 at Town Center. . . . . . .     --         1,231         11,837           488         1,350        12,206      13,556
 at Centennial Park. . . . .     --         2,445         13,855           423         2,447        14,276      16,723
 at Lexington Farms. . . . .     --         4,776         27,060           178         4,776        27,238      32,014
                              -------      ------        -------        ------        ------       -------     -------
Subtotal - Overland, KS. . .   19,463      11,439         82,132         2,366        11,565        84,372      95,937
                              -------      ------        -------        ------        ------       -------     -------
INDIANAPOLIS, IN
AMLI:
 at Riverbend. . . . . . . .   29,307       5,184         33,209         4,856         5,184        38,065      43,249
 at Conner Farms . . . . . .   12,498       3,262         18,484           466         3,262        18,950      22,212
 at Eagle Creek. . . . . . .     --         2,477         14,038           109         2,478        14,146      16,624
                              -------      ------        -------        ------        ------       -------     -------
Subtotal - Indianapolis, IN.   41,805      10,923         65,731         5,431        10,924        71,161      82,085
                              -------      ------        -------        ------        ------       -------      -------


<PAGE>


                                           AMLI RESIDENTIAL PROPERTIES TRUST
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED


                                                    INITIAL COSTS (A)                  CARRIED AT CLOSE OF PERIOD (B)
                                         --------------------------------------      ----------------------------------
                                                                     COSTS
                             RELATED                  BUILDINGS    CAPITALIZED                  BUILDINGS
                             ENCUM-                     AND       SUBSEQUENT TO                   AND
PROPERTIES                  BRANCES(C)      LAND     IMPROVEMENTS  ACQUISITION        LAND     IMPROVEMENTS     TOTAL
----------                  ----------   ---------   ------------ -------------    ----------  ------------  ----------
CHICAGO, IL
AMLI:
 at Poplar Creek . . . . . .    9,500       1,878         10,643           548         1,885        11,184      13,069
                              -------      ------        -------        ------        ------       -------     -------
Subtotal - Chicago, IL . . .    9,500       1,878         10,643           548         1,885        11,184      13,069
                              -------      ------        -------        ------        ------       -------     -------
   TOTAL PROPERTIES. . . . .  178,041      87,508        541,318        25,230        87,875       566,181     654,056
                              -------      ------        -------        ------        ------       -------     -------
Other. . . . . . . . . . . .     --            28            248            80            28           328         356
                              -------      ------        -------        ------        ------       -------     -------
   TOTAL . . . . . . . . . .  178,041      87,536        541,566        25,310        87,903       566,509     654,412
                              =======      ======        =======        ======        ======       =======     =======




</TABLE>




<PAGE>


<TABLE>
                                                                                           SCHEDULE III - CONTINUED

                                           AMLI RESIDENTIAL PROPERTIES TRUST
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED


<CAPTION>
                                                        DATE       DEPRECIABLE
                                 ACCUMULATED          COMPLETED/      LIVES
PROPERTIES                       DEPRECIATION          ACQUIRED       YEARS
----------                       ------------         ----------   -----------
<S>                             <C>                  <C>          <C>
ATLANTA, GA
AMLI:
 at Killian Creek. . . . . . .           595           03/13/97    5 - 40 years
 at Spring Creek . . . . . . .        16,479          5/85 - 5/89  5 - 40 years
 at Vinings. . . . . . . . . .         2,570           06/19/92    5 - 40 years
 at West Paces . . . . . . . .         3,500           11/15/93    5 - 40 years
 at Park Creek . . . . . . . .           642           07/31/98    5 - 40 years
 at Peachtree City . . . . . .         1,350           04/30/98    5 - 40 years
 at Clairmont. . . . . . . . .         1,002           01/21/98    5 - 40 years
                                     -------
  Subtotal - Atlanta, GA . . .        26,138
                                     -------
KANSAS CITY
AMLI:
 at Alvamar. . . . . . . . . .         1,159           10/18/94    5 - 40 years
 at Regents Center . . . . . .         3,613          10/94-12/96  5 - 40 years
 at Town Center. . . . . . . .         1,220           12/22/97    5 - 40 years
 at Centennial Park. . . . . .           521           12/28/98    5 - 40 years
 at Lexington Farms. . . . . .         1,000           10/27/98    5 - 40 years
                                     -------
  Subtotal - Overland, KS. . .         7,513
                                     -------
INDIANAPOLIS, IN
AMLI:
 at Riverbend. . . . . . . . .         6,378           12/12/92    5 - 40 years
 at Conner Farms . . . . . . .         1,217           12/22/97    5 - 40 years
 at Eagle Creek. . . . . . . .           513           12/27/98    5 - 40 years
                                     -------
Subtotal - Indianapolis, IN. .         8,108
                                      ------


<PAGE>


                                                                                           SCHEDULE III - CONTINUED

                                           AMLI RESIDENTIAL PROPERTIES TRUST
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED



                                                        DATE       DEPRECIABLE
                                 ACCUMULATED          COMPLETED/      LIVES
PROPERTIES                       DEPRECIATION          ACQUIRED       YEARS
----------                       ------------         ----------   -----------
CHICAGO, IL
AMLI:
 at Poplar Creek . . . . . . .           720           12/18/97    5 - 40 years
                                     -------
Subtotal - Chicago, IL . . . .           720
                                     -------
   TOTAL PROPERTIES. . . . . .        82,504
                                     -------
Other. . . . . . . . . . . . .           113
                                     -------
   TOTAL . . . . . . . . . . .        82,617
                                     =======


</TABLE>


<PAGE>


<TABLE>
                                                                                           SCHEDULE III - CONTINUED

                                           AMLI RESIDENTIAL PROPERTIES TRUST
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
                                                                                            GROSS AMOUNT AT WHICH
                                                       INITIAL COSTS (A)               CARRIED AT CLOSE OF PERIOD (B)
                                                   -------------------------     -------------------------------------
                                                                  COSTS
                        RELATED                   BUILDINGS     CAPITALIZED                  BUILDINGS
                        ENCUM-                      AND        SUBSEQUENT TO                   AND
DESCRIPTION            BRANCES(C)      LAND      IMPROVEMENTS   ACQUISITION         LAND    IMPROVEMENTS        TOTAL
-----------            ----------   ---------    ------------  -------------     ---------- ------------     ----------
<S>                   <C>          <C>          <C>           <C>               <C>         <C>             <C>
PROPERTY HELD
 FOR SALE
AMLI:
 at Sope Creek . . . . .    --         3,347          22,817          1,435          3,378       24,221         27,599
                        --------    --------        --------       --------       --------     --------       --------
TOTAL STABILIZED
 PROPERTIES. . . . . . . 178,041      90,883         564,383         26,745         91,281      590,730        682,011
                        --------    --------        --------       --------       --------     --------       --------
LAND PARCELS
 AND OTHER
AMLI:
 at Mesa Ridge . . . . .    --         3,070            --            1,074          3,121        1,023          4,144
 at Bent Tree II . . . .    --         1,600            --            8,551          1,615        8,536         10,151
 at Kings Harbor . . . .    --         1,765            --              710          1,823          652          2,475
 at Fossil Lake. . . . .    --         2,439            --              648          2,722          365          3,087
 at Prairie Lakes I. . .    --           730            --              220            753          197            950
 at Prairie Lakes II-IV     --         3,595            --            1,414          3,706        1,303          5,009
 at Champions II . . . .    --         2,343            --              298          2,352          289          2,641
 at Cambridge Square . .    --         3,200            --              494          3,232          462          3,694
 at Vista Ridge. . . . .    --         2,617            --              230          2,649          198          2,847
 at Anderson Mill. . . .    --         3,744            --              265          3,835          174          4,009
 at Peachtree City II. .    --         2,973            --              180          3,034          119          3,153
 at Westwood Ridge . . .    --         2,807            --              160          2,855          112          2,967
 at Fossil Lake II . . .    --         1,716            --              471          2,184            3          2,187
                        --------    --------        --------       --------       --------     --------       --------
  TOTAL LAND PARCELS
    AND OTHER. . . . . .    --        32,599            --           14,715         33,881       13,433         47,314
                        --------    --------        --------       --------       --------     --------       --------
  TOTAL. . . . . . . . .$178,041     123,482         564,383         41,460        125,162      604,163        729,325
                        ========    ========        ========       ========       ========     ========       ========


</TABLE>


<PAGE>


<TABLE>
                                                                                           SCHEDULE III - CONTINUED
                                           AMLI RESIDENTIAL PROPERTIES TRUST
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
                                                        DATE       DEPRECIABLE
                                 ACCUMULATED          COMPLETED/      LIVES
PROPERTIES                       DEPRECIATION          ACQUIRED       YEARS
----------                       ------------         ----------   -----------
<S>                             <C>                  <C>          <C>
PROPERTY HELD
 FOR SALE
AMLI:
 at Sope Creek . . . . . . .           7,815          7/82-12/95   5 - 40 years
                                    --------
TOTAL STABILIZED
 PROPERTIES. . . . . . . . .          90,432
                                    --------

LAND PARCELS
 AND OTHER
AMLI:
 at Mesa Ridge . . . . . . .            --             12/23/96
 at Bent Tree II . . . . . .               9           12/08/97    5 - 40 years
 at Kings Harbor . . . . . .            --             03/03/98
 at Fossil Lake. . . . . . .            --             06/26/98
 at Prairie Lakes I. . . . .            --             07/22/98
 at Prairie Lakes II-IV. . .            --             07/22/98
 at Champions II . . . . . .            --             12/01/98
 at Cambridge Square . . . .            --             05/03/99
 at Vista Ridge. . . . . . .            --             05/03/99
 at Anderson Mill. . . . . .            --             07/08/99
 at Peachtree City II. . . .            --             08/27/99
 at Westwood Ridge . . . . .            --             09/09/99
 at Fossil Lake II . . . . .            --             12/27/99
                                    --------
  TOTAL LAND PARCELS
    AND OTHER. . . . . . . .               9
                                    --------
  TOTAL. . . . . . . . . . .        $ 90,441
                                    ========
<FN>
NOTES:

        (A)  The initial costs represents the original development costs or original purchase price
             of the properties to the Company, including closing costs.
        (B)  The aggregate cost of real estate owned at December 31, 1999 for Federal income tax purposes
             was $691,701.
        (C)  Amounts disclosed exclude current accrued interest and debt not secured by properties.
</TABLE>


<PAGE>


<TABLE>
                                                                                           SCHEDULE III - CONTINUED

                                           AMLI RESIDENTIAL PROPERTIES TRUST
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED



<CAPTION>

        (D)   Reconciliation of real estate owned:
                                                                    1999                 1998                  1997
                                                                 ----------           ----------           ----------
      <S>                                                       <C>                  <C>                  <C>

      Balance at beginning of period . . . . . . . . . . .         $739,764              653,947              495,519
      Additions during period. . . . . . . . . . . . . . .           59,726              190,810              189,939
      Contributions to Joint Venture . . . . . . . . . . .          (34,661)             (96,095)             (19,516)
      Sale of property . . . . . . . . . . . . . . . . . .          (35,504)              (7,737)             (11,995)
      Other. . . . . . . . . . . . . . . . . . . . . . . .            --                  (1,161)               --
                                                                   --------             --------             --------
                                                                   $729,325              739,764              653,947
                                                                   ========             ========             ========

        (E)  Reconciliation of accumulated depreciation:

      Balance at beginning of period . . . . . . . . . . .         $ 78,143               62,641               50,478
      Additions during period. . . . . . . . . . . . . . .           18,194               17,963               13,220
      Sale of property . . . . . . . . . . . . . . . . . .           (5,935)              (2,461)              (1,057)
      Other. . . . . . . . . . . . . . . . . . . . . . . .               39                --                   --
                                                                   --------             --------             --------
      Balance at end of period . . . . . . . . . . . . . .         $ 90,441               78,143               62,641
                                                                   ========             ========             ========

</TABLE>


<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     There were no changes or disagreements with the accountants on
accounting and financial disclosures.


                                  PART III

ITEM 10.  TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is hereby incorporated by
reference to the materials appearing in the Company's Proxy Statement for
the annual meeting of shareholders to be held on May 1, 2000 (the "Proxy
Statement"), under the captions "Election of Trustees," "Management -
Trustees and Executive Officers" and "Section 16(A) Beneficial Ownership
Reporting Compliance."


ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is hereby incorporated by
reference to the materials appearing in the Proxy Statement under the
captions "Election of Trustees" and "Executive Compensation."


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is hereby incorporated by
reference to the materials appearing in the Proxy Statement under the
caption "Security Ownership."


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is hereby incorporated by
reference to the materials appearing in the Proxy Statement under the
caption "Certain Relationships and Related Transactions."




<PAGE>


                                   PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

    (a)  The following documents are filed as part of this report:

         (1)   Independent Auditors' Report. . . . . . . . . . . . . .
               Consolidated Balance Sheets, December 31, 1999
                 and 1998. . . . . . . . . . . . . . . . . . . . . . .
               Consolidated Statements of Operations,
                 years ended December 31, 1999, 1998 and 1997. . . . .
               Consolidated Statements of Shareholders' Equity,
                 years ended December 31, 1999, 1998 and 1997. . . . .
               Consolidated Statements of Cash Flows,
                 years ended December 31, 1999, 1998 and 1997. . . . .
               Notes to Consolidated Financial Statements. . . . . . .

         (2)   Financial Statement Schedule and Independent Auditors'
Report

               TITLE                                              SCHEDULE

               Consolidated Real Estate and
               Accumulated Depreciation. . . . . . . . . . . . . .     III

               The independent auditors' report with respect to the
financial statement schedule is on page 50.

         (3)   Exhibits

               3.1      Amended and Restated Declaration of Trust of the
Registrant (Incorporated by reference to exhibit 3.1 to Registration
Statement No. 33-71566).

               3.2      Amended and Restated By-laws of the Registrant
(Incorporated by reference to exhibit 3.2 to Registration Statement No. 33-
71566).

               4.1      Form of Share Certificate for Common Shares of
Beneficial Interest (Incorporated by reference to exhibit 4.1 to the
Registration Statement No. 33-71566).

               4.2      Form of Share Certificate for Series A Cumulative
Convertible Preferred Shares of Beneficial Interest (Incorporated by
reference to exhibit 4.5 to the Registrant's Form 8-K dated January 18,
1996).

               4.3      Articles Supplementary Classifying and Designating
a Series of Preferred Shares as Series A Cumulative Convertible Preferred
Shares of Beneficial Interest (Incorporated by reference to exhibit 4.9 to
the Registrant's Form 8-K dated January 30, 1996).

               4.4      Articles Supplementary Classifying and Designating
a Series of Preferred Shares as Series B Cumulative Convertible Preferred
Shares of Beneficial Interest (Incorporated by reference to exhibit 4 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998).



<PAGE>


               4.5      Rights Agreement, dated as of November 2, 1998,
between AMLI Residential Properties Trust and Harris Trust and Savings
Bank, as Rights Agent, including Exhibit A thereto (Form of Articles
Supplementary relating to the Series C Junior Participating Preferred
Shares) and Exhibit B thereto (Form of Right Certificate) (Incorporated by
reference to exhibit 4 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998).

               10.1     Amended and Restated Agreement of Limited
Partnership of AMLI Residential Properties, L.P. (Incorporated by reference
to exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994).

               10.1(a)  First Amendment to Amended and Restated Agreement
of Limited Partnership of AMLI Residential Properties, L.P. (Incorporated
by reference to exhibit 10.1(a) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995).

               10.1(b)  Second Amendment to Amended and Restated Agreement
of Limited Partnership of AMLI Residential Properties, L.P. (Incorporated
by reference to exhibit 10.1(b) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995).

               10.1(c)  Third Amendment to Amended and Restated Agreement
of Limited Partnership of AMLI Residential Properties, L.P. (Incorporated
by reference to exhibit 10.1(c) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996).

               10.1(d)  Fourth Amendment to Amended and Restated Agreement
of Limited Partnership of AMLI Residential Properties, L.P. (Incorporated
by reference to exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998).

               10.2     Registration Rights and Lock-Up Agreement between
the Company and certain Original Investors (Incorporated by reference to
exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994).

               10.3     Corporate Services Agreement among the Registrant,
AMLI Residential Properties L.P., AMLI Management Company and AMLI
Institutional Advisors, Inc. (Incorporated by reference to exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994).

               10.4     Administrative Services Agreement between AMLI
Management Company and AMLI Realty Co. (Incorporated by reference to
exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994).

               10.5     Non-Competition Agreement between the Registrant
and Amli Realty Co. (Incorporated by reference to exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994).



<PAGE>


               10.6     Non-Competition Agreement between the Registrant
and Gregory T. Mutz (Incorporated by reference to exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994).

               10.7     Non-Competition Agreement between the Registrant
and John E. Allen (Incorporated by reference to exhibit 10.6 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994).

               10.8     Non-Competition Agreement between the Registrant
and Allan J. Sweet (Incorporated by reference to exhibit 10.7 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994).

               10.9     Management Agreement between AMLI Residential
Properties, L.P. and Amli Management Company (Incorporated by reference to
exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994).

               10.10    Performance Incentive Plan (Incorporated by
reference to exhibit 10 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995).

               10.11    Amli Residential Properties Trust Option Plan
(Incorporated by reference to exhibit 10.8 to the Registration Statement
No. 33-71566).

               10.11(a) First Amendment to AMLI Residential Properties
Option Plan (Incorporated by reference to exhibit 10 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995).

               10.11(b) Second Amendment to AMLI Residential Properties
Option Plan (Incorporated by reference to exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998).

               10.12    AMLI Residential Properties Trust Executive Share
Purchase Plan (Incorporated by reference to exhibit 10.1 to the
Registration Statement No. 333-8813).

               10.13    Registration Rights Agreement dated March 9, 1998
between AMLI Residential Properties Trust and Security Capital Preferred
Growth Incorporated (Incorporated by reference to exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).

               10.14    Employment Agreement between the Registrant and
Gregory T. Mutz (Incorporated by reference to exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).

               10.15    Employment Agreement between the Registrant and
John E. Allen (Incorporated by reference to exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).

               10.16    Employment Agreement between the Registrant and
Allan J. Sweet (Incorporated by reference to exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).



<PAGE>


               10.17    Employment Agreement between the Registrant and
Philip N. Tague (Incorporated by reference to exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).

               10.18    Employment Agreement between the Registrant and
Robert S. Aisner (Incorporated by reference to exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).

               10.19    Employment Agreement between the Registrant and
Robert J. Chapman (Incorporated by reference to exhibit 10.6 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).

               10.20    $200,000 Amended and Restated Credit Agreement
dated as of July 27, 1998 among AMLI Residential Properties, L.P., the
banks listed herein, Wachovia Bank, N.A., as Agent and The First National
Bank of Chicago, as Documentation Agent and Dresdner Bank, A.G., New York
and Grand Cayman Branches, as Co-Agent (Incorporated by reference to
exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).

               10.21    $250,000 (expandable to $300,000) Credit Agreement
dated as of October 12, 1999 among AMLI Residential Properties, L.P., the
banks listed herein, Wachovia Bank, N.A., as Administrative Agent and Bank
One, N.A., as Syndication Agent and PNC Bank, National Association, as
Documentation Agent and Harris Trust and Savings Bank, as Senior Managing
Agent and Commerzbank AG, New York Branch, as Managing Agent and Wachovia
Securities, Inc. and Banc One Capital Markets, Inc., as Co-Lead Arrangers
and Joint Book Managers (Incorporated by reference to exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September
30, 1999).

               21.1     Subsidiaries of the Registrant.

               23.1     Consent of KPMG LLP.

               27       Financial Data Schedule.

               99.1     Financial and Operating Data furnished to
Shareholders and Analysts.

    (b)  Reports on Form 8-K

              No reports on Form 8-K have been filed for the year ended
December 31, 1999.






<PAGE>


                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                 AMLI RESIDENTIAL PROPERTIES TRUST

Date:  March 17, 2000   By:      /S/ ALLAN J. SWEET
                                 Allan J. Sweet
                                 President and Trustee


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


Date:  March 17, 2000   By:      /S/ GREGORY T. MUTZ
                                 Gregory T. Mutz
                                 Chairman of the Board of Trustees

Date:  March 17, 2000   By:      /S/ JOHN E. ALLEN
                                 John E. Allen
                                 Vice-Chairman of the Board of Trustees

Date:  March 17, 2000   By:      /S/ ALLAN J. SWEET
                                 Allan J. Sweet
                                 President and Trustee

Date:  March 17, 2000   By:      /S/ PHILIP N. TAGUE
                                 Philip N. Tague
                                 Executive Vice President and Trustee

Date:  March 17, 2000   By:      /S/ LAURA D. GATES
                                 Laura D. Gates
                                 Trustee

Date:  March 17, 2000   By:      /S/ MARC S. HEILWEIL
                                 Marc S. Heilweil
                                 Trustee

Date:  March 17, 2000   By:      /S/ STEPHEN G. MCCONAHEY
                                 Stephen G. McConahey
                                 Trustee

Date:  March 17, 2000   By:      /S/ QUINTIN E. PRIMO III
                                 Quintin E. Primo III
                                 Trustee

Date:  March 17, 2000   By:      /S/ JOHN G. SCHREIBER
                                 John G. Schreiber
                                 Trustee

Date:  March 17, 2000   By:      /S/ ROBERT J. CHAPMAN
                                 Robert J. Chapman
                                 Chief Financial Officer

Date:  March 17, 2000   By:      /S/ CHARLES C. KRAFT
                                 Charles C. Kraft
                                 Principal Accounting Officer



<PAGE>


                              INDEX TO EXHIBITS


Exhibit No.             Document Description
-----------             --------------------

21.1                    Subsidiaries of the Registrant

23.1                    Consent of KPMG LLP

27                      Financial Data Schedule

99.1                    Financial and Operating Data furnished to
Shareholders and Analysts