EXHIBIT 10.11(e)
----------------
                         AMLI RESIDENTIAL PROPERTIES
                      RESTRICTED SHARE AWARD AGREEMENT
                      --------------------------------

      THIS AGREEMENT is made and entered into as of the [Day] day of
[Month], [Year] between [FName] [MInitial] [LName], an individual
("Participant"), and the company signing below as the Affiliated Company,
as defined below (the "Company");

      WHEREAS, the AMLI Residential Properties Amended 2002 Senior Officer
Share Acquisition Plan (the "Plan") was adopted on April 28, 2003 by AMLI
Residential Properties Trust (the "REIT"), AMLI Residential Properties,
L.P. (the "Partnership"), AMLI Management Company, AMLI Residential
Construction, LLC or AMLI Institutional Advisors, Inc., or any related
entities formed or to be formed by the foregoing entities after the date
hereof (each of such companies collectively referred to as the "Affiliated
Companies")  in order to enable each of the Affiliated Companies to
attract, retain and motivate their employees individuals to perform
services as employees and otherwise by providing for or increasing the
opportunity for such individuals to share in the growth and success of the
Affiliated Companies through proprietary interests in the REIT and thereby
promote the long-term financial interest of the REIT and the other
Affiliated Companies;

      WHEREAS, pursuant to Subsection 1.3 of the Plan, the Compensation
Committee (the "Committee") of the Board of Trustees of the REIT has been
designated to operate and administer the Plan; and

      WHEREAS, the Committee has granted a Restricted Share Award, as
defined in Section 2.1 of the Plan, to Participant under the Plan and
Participant and the Company desire to document the grant thereof;

      NOW, THEREFORE, for and in consideration of the premises and the
mutual agreements contained herein, and for other good and valuable
consideration, the receipt and legal sufficiency of which is hereby
acknowledged by the parties, it is hereby agreed as follows:

1.    GRANT OF COMMON SHARES:  As of [Month] [Day], [Year], the Company has
      granted to Participant [Shares Acquired] Common Shares, as defined
      below, pursuant to the Plan at a per share value based on the average
      of the high and low share prices effective the [Day] before the
      [Month] meeting of the Board of Trustees (dollar amount).

2.    VESTING RULES:  The Common Shares granted hereunder shall vest on the
      earlier to occur of the following dates (the "Vesting Date"):

      (a)   One third of the Common Shares on each of the first, second
            and third anniversary of [Month] [Day], [Year], provided that
            all unvested Common Shares will be forfeited upon the
            Participant's voluntary termination of employment with an
            Affiliated Company or if the Participant's employment with an
            Affiliated Company is terminated for Cause;

      (b)   Participant's death;

      (c)   Participant's permanent disability;

      (d)   Termination of employment of Participant by any Affiliated
            Company without Cause;

      (e)   Retirement on or after attainment of age sixty-two (62)
            provided Participant was an employee of an Affiliated Company
            for at least ten (10) years immediately preceding the
            retirement; or




                                      1


<PAGE>


      (f)   Following a Change in Control.

      If the terms of the Participant's employment are now or in the future
      become subject to a written employment agreement containing a change
      in control provision, the applicable change in control provisions
      included in such employment agreement are incorporated herein by
      reference into this definition and supercede this definition of
      change in control.

      For purposes of this Section,

            "Affiliate" with regard to a Person, means a Person that
            controls or is controlled by such Person.  For purposes of this
            definition, "control" when used with respect to any Person
            means the power to direct the management and policies of such
            Person, whether through the ownership of voting securities, by
            contract or otherwise.  The term "Affiliates" and "Affiliated"
            shall have correlative meanings.  For purposes of this Section,
            no Affiliated Company shall be deemed an Affiliate of the
            Participant.


            "Cause" shall mean the occurrence of any of the following:

            (i)   the willful and continued failure of Participant to
                  substantially perform his or her duties (other than any
                  such failure resulting from Participant's incapacity due
                  to physical or mental illness) which failure has not been
                  corrected by Participant within thirty (30) days after an
                  Affiliated Company has given Participant written notice
                  of such failure;

            (ii)  the willful engaging by Participant in conduct which is
                  demonstrably and materially injurious to an Affiliated
                  Company, monetarily or otherwise;

            (iii) conduct by Participant that involves theft, fraud or
                  dishonesty; and

            (iv)  other acts of moral turpitude by Participant.

            "Change in Control" shall mean the occurrence any of the
            following:

            (i)   Any Person other than:

                  (1)   A trustee or other fiduciary of securities held
                        under an employee benefit plan of an Affiliated
                        Company or an Affiliate of an Affiliated Company;

                  (2)   A corporation, trust or other entity owned,
                        directly or indirectly, by the shareholders of the
                        applicable Affiliated Company on the date of the
                        transaction in substantially the same proportions
                        as their ownership of the Affiliated Company;

                  (3)   Any Person in which the Participant has a
                        substantial (10% or greater) equity interest;

                  (4)   an Affiliated Company or their respective
                        Affiliates and families; or









                                      2


<PAGE>


                  (5)   A Person that acquires Shares pursuant to a
                        Business Combination which is approved by the
                        shareholders of the REIT and which complies with
                        subparagraph (iv) of this definition;

                  is or becomes a beneficial owner (as defined in Rule 13d-
                  3 under the Securities Exchange Act of 1934, as amended),
                  directly or indirectly, of Shares representing 25% or
                  more of the total voting power of the REIT's then
                  outstanding Shares, or of 25% or more of the then
                  outstanding Units;

            (ii)  A tender offer is made for the Shares or Units and the
                  Person making the offer owns or has accepted for payment
                  Shares representing 25% or more of the total voting power
                  of the REIT's then outstanding Shares, or of 25% or more
                  of the then outstanding Units, as the case may be;

            (iii) The majority of the REIT's Board, as defined in the Plan,
                  consists of individuals other than Incumbent Trustees,
                  which term means the members of the REIT's Board on the
                  date of this Agreement; provided that any individual
                  becoming a Trustee subsequent to such date whose election
                  or nomination for election was supported by 2/3 of the
                  Trustees who then comprised Incumbent Trustees shall be
                  considered to be an Incumbent Trustee; or

            (iv)  The shareholders of the REIT or the limited partners of
                  the Partnership, as applicable, approve a reorganization,
                  merger, consolidation or sale of all or substantially all
                  of the assets of any Affiliated Company (a "Business
                  Combination") with or to any other Person (other than,
                  the Participantor their respective Affiliates) other than
                  a Business Combination which would not result in any
                  Person (other than Participant or their respective
                  Affiliates) owning, directly or indirectly, 50% or more
                  of the combined voting power of the REIT's or such
                  surviving entity's outstanding voting securities, or of
                  the Units, immediately after such Business Combination.

            "Common Shares" means common shares of beneficial interest of
            the REIT, par value $0.01 per share.

            "Person" includes an individual, corporation, partnership,
            trust, unincorporated association or any other legal entity,
            and collectively shall include any group of two or more Persons
            acting in concert.

            "Preferred Shares" means the preferred shares of beneficial
            interest of the REIT, par value $0.01 per share.

            "Shares" means the Common Shares, together with the preferred
            shares, if any, of the REIT.

            "Unit" means a unit of limited partnership interest in the
            Partnership.

3.    RIGHTS AS A SHAREHOLDER:  The Participant shall be entitled to all
      rights of a shareholder with respect to the Common Shares whether or
      not the Common Shares have vested, except that, until vesting occurs,
      the Participant will receive distribution equivalents (taxable cash
      compensation) in lieu of distributions and will not be entitled to
      vote the Common Shares. The Participant shall lose any such rights to
      the extent Common Shares are forfeited in accordance with Section 2
      above.





                                      3


<PAGE>


4.    DISTRIBUTION OF COMMON SHARES:  As soon as practicable after Common
      Shares have vested in accordance with Section 2 of this Agreement,
      the REIT shall issue to the Participant certificates without any
      restrictive legend referencing the Plan representing the Common
      Shares that have vested.


5.    NON-TRANSFERABLE:  No award under the Plan, and no interest therein,
      shall be transferable prior to the time Common Shares have vested in
      accordance with the terms of the Plan and then only to the extent of
      such vesting and except as designated by the Participant by will or
      by the laws of descent and distribution.

6.    TERMS OF PLAN:  Any provision of this Agreement to the contrary
      notwithstanding, the terms of the Plan shall govern the Award, and
      this Agreement is subject in all respects to the terms and conditions
      of the Plan.  Any capitalized term used but not defined herein shall
      have the meaning set forth in the Plan.  A copy of the Plan will be
      made available to Participant at the office of the Affiliated Company
      employing the Participant.


      IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.



                                    [Company]


[FName] [MInitial] [LName]

                                    [Member]


---------------------------
(Participant's Signature)           By:
                                          ------------------------------
































                                      4