SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCONAHEY STEPHEN G

(Last)

(First)

(Middle)

125 SOUTH WACKER DRIVE

SUITE 3100

(Street)

CHICAGO

60606-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMLI RESIDENTIAL PROPERTIES TRUST [ AML ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Trustee

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		452	A	$26.475	14,662	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		162	A	$26.475	14,824	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		63	A	$26.475	14,887	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		120	A	$26.475	15,007	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		80	A	$26.475	15,087	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		364	A	$26.475	15,451	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		364	A	$26.475	15,815	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		156	A	$26.475	15,971	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		73	A	$26.475	16,044	D
Common Stock	12/09/2003	12/09/2003	M⁽¹⁾		412	A	$26.475	16,456	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy Common Shares	$18.5	12/09/2003	12/09/2003	M⁽²⁾			540	05/01/1995	05/01/2005	Common Stock	162	$26.475	0	D
Option to Buy Common Shares	$20.0625	12/09/2003	12/09/2003	M⁽²⁾			498	04/29/1996	04/29/2006	Common Stock	120	$26.475	0	D
Option to Buy Common Shares	$20.5	12/09/2003	12/09/2003	M⁽²⁾			2,000	02/15/1995	02/15/2004	Common Stock	452	$26.475	0	D
Option to Buy Common Shares	$21.025	12/09/2003	12/09/2003	M⁽²⁾			2,000	02/03/2003	02/03/2013	Common Stock	412	$26.475	0	D
Option to Buy Common Shares	$21.6562	12/09/2003	12/09/2003	M⁽²⁾			2,000	01/28/2000	01/28/2010	Common Stock	364	$26.475	0	D
Option to Buy Common Shares	$21.6562	12/09/2003	12/09/2003	M⁽²⁾			2,000	01/29/2001	01/29/2011	Common Stock	364	$26.475	0	D
Option to Buy Common Shares	$21.875	12/09/2003	12/09/2003	M			457	05/03/1999	05/03/2009	Common Stock	80	$26.475	0	D
Option to Buy Common Shares	$22.1875	12/09/2003	12/09/2003	M⁽²⁾			450	04/28/1997	04/28/2007	Common Stock	73	$26.475	0	D
Option to Buy Common Shares	$22.7188	12/09/2003	12/09/2003	M⁽²⁾			440	04/27/1998	04/27/2008	Common Stock	63	$26.475	0	D
Option to Buy Common Shares	$24.41	12/09/2003	12/09/2003	M⁽²⁾			2,000	02/04/2002	02/04/2012	Common Stock	156	$26.475	0	D

Explanation of Responses:

1. Resulting shares from cashless exercise.

2. Cashless Exercise

	Charlotte A. Sparrow	12/11/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.