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


                                  FORM 8-K


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



      Date of Report (Date of Earliest Event Reported):  October 26, 2004



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


                                  Maryland
               ----------------------------------------------
               (State or other jurisdiction of incorporation)


             1-12784                              36-3925916
     ------------------------        ------------------------------------
     (Commission file number)        (I.R.S. Employer Identification No.)


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


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


                                     N/A
        -------------------------------------------------------------
        (Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

  [  ]      Written communications pursuant to Rule 425 under the
            Securities Act (17 CFR 230.425)

  [  ]      Soliciting material pursuant to Rule 14a-12 under the
            Exchange Act (17 CFR 240.14a-12)

  [  ]      Pre-commencement communications pursuant to Rule 14d-2(b)
            under the Exchange Act (17 CFR 240.14d-2(b))

  [  ]      Pre-commencement communications pursuant to Rule 13e-4(c)
            under the Exchange Act (17 CFR 240.13e-4(c))



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ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      The information, including the exhibits attached hereto, in this
current report on Form 8-K is being "furnished" and will not be deemed
"filed" for the purposes of Section 18 of the Securities and Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that
Section.  The information in this current report will not be incorporated
by reference into any registration statement or other document pursuant to
the Securities Act of 1933, as amended, or into any filing or other
document pursuant to the Securities Exchange Act of 1934, as amended,
except as we may otherwise expressly state in any such filing.

      On October 26, 2004 AMLI Residential Properties Trust issued a press
release reporting on its financial results for the three and nine months
ended September 30, 2004.  A copy of the press release is attached as
Exhibit 99.1 to this current report on Form 8-K.



ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits.

            99.1  Press Release, dated October 26, 2004 incorporated herein
                  by reference.

            99.2  Third Quarter 2004 Supplemental Operating and Financial
                  Data.










































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                                  SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                              AMLI RESIDENTIAL PROPERTIES TRUST




Dated:  October 26, 2004      By:   /s/ ROBERT J. CHAPMAN
                                    -----------------------------
                                    Robert J. Chapman
                                    Chief Financial Officer





















































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                                EXHIBIT INDEX


EXHIBIT
  NO.      DESCRIPTION
- ------     -----------

99.1       Press Release, dated October 26, 2004 incorporated
           herein by reference.

99.2       Third Quarter 2004 Supplemental Operating and
           Financial Data.


























































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