EXHIBIT 31.2
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                               CERTIFICATIONS


I, Robert J. Chapman, certify that:

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

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

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

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

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

      b.    Designed such internal control over financial reporting, or
            caused such internal control over financial reporting to be
            designed under our supervision, to provide reasonable assurance
            regarding the reliability of financial reporting and the
            preparation of financial statements for external purposes in
            accordance with generally accepted accounting principles;

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

      d.    Disclosed in this report any change in the registrant's
            internal control over financial reporting that occurred during
            the registrant's most fiscal quarter (the registrant's fourth
            fiscal quarter in case of an annual report) that has
            materially affected, or is reasonably likely to materially
            affect, the registrant's internal control over financial
            reporting; and

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

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



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



Date: March 11, 2005                /s/  ROBERT J. CHAPMAN
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                                    Robert J. Chapman
                                    Chief Financial Officer