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):  February 1, 2006



                     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)

  [ X ]     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 8.01  OTHER EVENTS.

      On October 23, 2005, AMLI Residential Properties Trust, a Maryland
real estate investment trust (the "Trust"), and AMLI Residential
Properties, L.P., a Delaware limited partnership (the "Operating
Partnership"), entered into an Agreement and Plan of Merger pursuant to
which Prime Property Fund, LLC, a Delaware limited liability company
("Acquiror"), will acquire the Trust and its subsidiaries through the
mergers of the Trust and the Operating Partnership with merger subsidiaries
of the Acquiror (the "Mergers").

      The Trust has previously disclosed that a complaint was filed with
respect to the Mergers in the Circuit Court of Cook County, Illinois by
John Church, as the plaintiff and as the representative of shareholders of
the Trust as a class (the "Plaintiff"), against the Trust, each of the
members of the board of trustees of the Trust (the "Trustees") and the
Acquiror, as defendants.  The Plaintiff has voluntarily dismissed this
action without prejudice.


ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

      In connection with the proposed merger of the Trust with and into a
wholly owned subsidiary of the Acquiror, the Trust has filed relevant
materials with the Securities and Exchange Commission (the "SEC"),
including a proxy statement which was filed with the SEC and mailed to
shareholders on December 21, 2005.  INVESTORS AND SECURITY HOLDERS OF THE
TRUST ARE URGED TO READ THESE MATERIALS AND ANY ADDITIONAL MATERIALS THAT
ARE FILED BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRUST,
THE ACQUIROR AND THE MERGER.  The proxy statement and other relevant
materials (when they become available) and any other documents filed by the
Trust with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov.  In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by the Trust by contacting Sue
Bersh, AMLI V.P.-Corporate Communications at sbersh@amli.com or (312) 984-
2607 or accessing the Trust's website at www.amli.com.  Investors and
security holders are urged to read the proxy statement and the other
relevant materials before making any voting or investment decision with
respect to the Mergers.

      Proxies may be solicited on behalf of the Trust by members of its
Board of Trustees and executive officers. Information about such persons
can be found in the Trust's definitive proxy statement relating to its 2005
Annual Meeting of Shareholders, which was filed with the SEC on March 16,
2005 and may be obtained free of charge at the SEC's website at www.sec.gov
or at the Trust's website at www.amli.com.

      This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.

















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                                SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Trust has duly caused this report to be filed on its behalf
by the undersigned thereunto duly authorized.




Dated:  February 1, 2006            AMLI RESIDENTIAL PROPERTIES TRUST



                                    By:    /s/  Robert J. Chapman
                                           ------------------------------
                                    Name:  Robert J. Chapman
                                    Title: Chief Financial Officer




















































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