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^*

MUTZ GREGORY T

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2004

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								194,779.5308	D
Common Stock								61,890⁽¹⁾	I	Mutz Properties
Common Stock								1,100	I	Thomas R. Mutz Family Trust
Common Stock								54,900	I	Thomas R. Mutz Marital Trust
Common Stock								664.7988	I	Nora Flynn Parry
Common Stock								8,000	I	Emily Foley Mutz
Common Stock								1,300	I	SBA Investments Ltd.
Common Stock								1,300	I	TCWM Investments Ltd.
Common Stock								10,000	I	Rock Ridge Investments, LLC
Common Stock								10,200	I	Mutz 1993 Family Trust
Common Stock	05/24/2004	05/24/2004	P		200	A	$26.68	29,700	I	Carol J. Simmons Mutz Residual Trust
Common Stock	05/24/2004	05/24/2004	P		800	A	$26.71	30,500	I	Carol J. Simmons Mutz Residual Trust

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)
Ltd Partnership Units - ARPLP	$0	05/21/2004	05/21/2004	J⁽²⁾		6,729		05/21/2004	05/21/2014	Common Stock	6,729	$25.69	6,729	D
Ltd Partnership Units - ARPLP	$0	05/21/2004	05/21/2004	J⁽²⁾			20,185	03/15/2000	03/15/2010	Common Stock	20,185	$25.69	0	I	Mutz Properties

Explanation of Responses:

1. On 12/31/01 an exempt transaction was reported in connection with the dissolution of North Georgia Properties of which Mr. Mutz held an indirect beneficial interest. Such dissolution resulted in 7,683 shares being distributed to Mutz Properties of which Mr. Mutz holds an indirect beneficial interest. On 4/30/99 there was an exempt transaction whereby 4807 limited partnership units were converted to common shares and transferred by the TRM Marital Trust to Mutz Properties.

2. This exempt transaction represents a distribution to the partners of Mutz Properties

	Charlotte A. Sparrow	05/25/2004
	** 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.
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