SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AMLI Residential Properties Trust

(Name of Issuer)

Common Shares of Beneficial Interest, $.01 par value per share

(Title of Class of Securities)

001735109

                                (CUSIP Number)                                

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 5 Pages

CUSIP No. 001735109 13G Page 2 of 5 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Security Capital Preferred Growth Incorporated
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Maryland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5    SOLE VOTING POWER        3,125,000 Shares   6    SHARED VOTING POWER   7    SOLE DISPOSITIVE POWER        3,125,000 Shares   8    SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,125,000 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.91% of the Common Shares of Beneficial Interest
12	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 2 of 5 Pages

Item 1(a).	Name of Issuer: AMLI Residential Properties Trust
(b).	Address of Issuer’s Principal Executive Offices:
	125 South Wacker Drive, Suite 3100, Chicago, Illinois 60606
Item 2(a).	Name of Person Filing:
	Security Capital Preferred Growth Incorporated, a corporation organized and existing under the laws of Maryland (“SCPG”).
(b).	Address of Principal Business Office or, if None, Residence:
	10 South Dearborn Street, Suite 1400, Chicago, Illinois 60603
(c).	Citizenship:
	Maryland
(d).	Title of Class of Securities:
	Common Shares of Beneficial Interest, par value $.01 per share
(e).	CUSIP Number:    001735109
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act;
	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Page 3 of 5 Pages

Item 4.	Ownership.
	(a).	Amount Beneficially Owned:
		SCPG beneficially owns 3,125,000 common shares that SCPG has the right to acquire upon the conversion of its 3,125,000 Series B Cumulative Convertible Preferred Shares of Beneficial Interest.
	(b).	Percent of Class:
		10.91% of the Common Shares of Beneficial Interest determined in accordance with the provisions of Rule 13d-1 promulgated under the Act.
	(c).	Number of shares as to which such person has:
		(i).	Sole power to vote or to direct the vote: SCPG has the sole power to vote or direct the vote of 3,125,000 common shares of Beneficial Interests.
		(ii).	Shared power to vote or to direct the vote: None
		(iii).	Sole power to dispose or to direct the disposition of: SCPG has the sole power to dispose of or to direct the disposition of 3,125,000 common shares of Beneficial Interest
		(iv).	Shared power to dispose or to direct the disposition of: None
Item 5.	Ownership of Five Percent or Less of a Class.
		Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
		Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
		Not applicable.
Item 8.	Identification and Classification of Members of the Group.
		Not applicable.

Page 4 of 5 Pages

Item 9.	Notice of Dissolution of a Group.
		Not applicable.
Item 10.	Certification.
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2005

SECURITY CAPITAL PREFERRED GROWTH INCORPORATED
By:	/s/    DAVID E. ROSENBAUM
Name:	David E. Rosenbaum
Title:	Senior Vice President

Page 5 of 5 Pages