Filed Pursuant to Rule 424(b)(3)

Registration Nos. 333-123966

PROSPECTUS SUPPLEMENT

(To Prospectus Dated April 22, 2005)

AMLI RESIDENTIAL PROPERTIES TRUST

Up to 1,000,000 Common Shares

      We have entered into a sales agreement with Stifel, Nicolaus & Company, Incorporated relating to the common shares of beneficial interest offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, and except as noted below, we may offer and sell up to 1,000,000 of our common shares of beneficial interest, $0.01 par value per share, from time to time through Stifel, Nicolaus, as our agent for the offer and sale of the common shares.

      Our common shares are listed on the New York Stock Exchange under the symbol “AML.” The last reported sale price of our common shares on the New York Stock Exchange on May 12, 2005 was $28.58 per share.

      Sales of our common shares, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. To the extent that we sell our common shares in other transactions that are deemed to be “at the market offerings” pursuant to one or more sales agreements with other agents, the number of our common shares available for sale under this prospectus supplement will be reduced by the number of common shares sold by the other agents.

      Stifel, Nicolaus will be entitled to compensation equal to 2.0% of the gross sales price per share of the first 150,000 common shares sold in any calendar month under the sales agreement and 3.0% of the gross sales price per share of any common shares sold under the sales agreement in excess of 150,000 common shares in any calendar month. In connection with the sale of the common shares on our behalf, Stifel, Nicolaus may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, and the compensation of Stifel, Nicolaus may be deemed to be underwriting commissions or discounts.

      Investing in our common shares involves risks. See “Risk Factors” beginning on page 2 of the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Stifel, Nicolaus & Company

Incorporated

The date of this prospectus supplement is May 12, 2005

PLAN OF DISTRIBUTION

      Upon written instructions from us, Stifel, Nicolaus will use its commercially reasonable efforts to solicit offers to purchase the common shares under the terms and subject to the conditions set forth in the sales agreement. Stifel, Nicolaus’s solicitation will continue until we instruct Stifel, Nicolaus to suspend the solicitations and offers. We will instruct Stifel, Nicolaus as to the amount of common shares to be sold by Stifel, Nicolaus. We may instruct Stifel, Nicolaus not to sell common shares if the sales cannot be effected at or above the price designated by us in any instruction. We or Stifel, Nicolaus may suspend the offering of common shares upon proper notice and subject to other conditions.

      Stifel, Nicolaus will provide written confirmation to us no later than the opening of the trading day on the New York Stock Exchange following the trading day in which common shares are sold under the sales agreement. Each confirmation will include the number of shares sold on the preceding day, the net proceeds to us and the compensation payable by us to Stifel, Nicolaus in connection with the sales.

      We will pay Stifel, Nicolaus commissions for its services in acting as agent in the sale of common shares. Stifel, Nicolaus will be entitled to compensation equal to 2.0% of the gross sales price per share of the first 150,000 common shares sold in any calendar month under the sales agreement and 3.0% of the gross sales price per share of any common shares sold under the sales agreement in excess of 150,000 common shares in any calendar month. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of the shares. We estimate that the total expenses for the offering, excluding compensation payable to Stifel, Nicolaus under the terms of the sales agreement, will be approximately $100,000.

      Settlement for sales of common shares will occur on the third business day following the date on which any sales are made, or on some other date that is agreed upon by us and Stifel, Nicolaus in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

      We will deliver to the New York Stock Exchange copies of this prospectus supplement pursuant to the rules of the exchange. We will report at least quarterly the number of common shares sold through Stifel, Nicolaus, the net proceeds to us and the compensation paid by us to Stifel, Nicolaus in connection with the sales of common shares.

      In connection with the sale of the common shares on our behalf, Stifel, Nicolaus may, and will with respect to sales effected in an “at the market offering”, be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, and the compensation of Stifel, Nicolaus may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Stifel, Nicolaus against certain civil liabilities, including liabilities under the Securities Act. We have also agreed to reimburse Stifel, Nicolaus for other specified expenses.

      The offering of our common shares pursuant to the sales agreement will terminate upon the earlier of (1) the sale of all common shares subject to the agreement, whether by Stifel, Nicolaus or any other agent pursuant to an “at the market offering” or (2) termination of the sales agreement. The sales agreement may be terminated by us in our sole discretion at any time following a period of three months from the date of the sales agreement by giving notice to Stifel, Nicolaus. Stifel, Nicolaus may terminate the sales agreement under the circumstances specified in the sales agreement and in its sole discretion at any time following a period of three months from the date of the sales agreement by giving notice to us.

      In the ordinary course of its business, Stifel, Nicolaus and its affiliates have engaged and may in the future engage in investment banking transactions with us and certain of our affiliates.