SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(c)

(AMENDMENT 4)

AMLI RESIDENTIAL PROPERTIES TRUST

( NAME OF ISSUER )

COMMON STOCK

(Title of Class of Securities)

001735109

(CUSIP Number)

December 30, 2005

(Date of Event Which Requires Filing of this Statement)

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


			X Rule 13d-1 (b)
		X Rule 13d-1 (c)
		Rule 13d-1 (d)


CUSIP No. 001735109	13G	Page 1 of 3 pages


1.	Names of reporting persons	Security Capital Research & Management Incorporated
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)		36-4130398


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b)


3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


NUMBER OF	5.	SOLE VOTING POWER	1,955,740
SHARES
BENEFICIALLY	6.	SHARED VOTING POWER	0
OWNED BY
EACH	7.	SOLE DISPOSITIVE POWER	1,955,740
REPORTING
PERSON WITH	8.	SHARED DISPOSITIVE POWER	0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,955,740


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.6%


12.	TYPE OF REPORTING PERSON*	IA


1.	Names of reporting persons	Security Capital Preferred Growth Incorporated
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)		36-4128122


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	5.	SOLE VOTING POWER	1,862,400
SHARES
BENEFICIALLY	6.	SHARED VOTING POWER	0
OWNED BY
EACH	7.	SOLE DISPOSITIVE POWER	1,862,400
REPORTING
PERSON WITH	8.	SHARED DISPOSITIVE POWER	0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,862,400


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.3%


12.	TYPE OF REPORTING PERSON*	CO


Item 1(a).	Name of Issuer:
	AMLI RESIDENTIAL PROPERTIES TRUST


Item 1(b).	Address of Issuer's Principal Executive Offices:
	125 S. WACKER DRIVE, SUITE 3100 CHICAGO, IL 60606


Item 2(a).		Name of Person Filing:
		(i) Security Capital Research & Management Inc.("SC-R&M")
		(ii)Security Capital Preferred Growth Incorporated("SC-PG")
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	(i),(ii) 10 South Dearborn Street, Suite 1400 Chicago, Illinois 60603


Item 2(c).	Citizenship
	(i)Delaware (ii)Maryland


Item 2(d).	Title of Class of Securities:
	COMMON STOCK
	Unless otherwise noted, security being reported is common stock


Item 2(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;
(i)(e)	X	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).


If this statement is filed pursuant to Rule 13d-1(c), check this box.	X (ii)

Page 2 of 3 pages


Item 4.	Ownership


	Provide the following information regarding the aggregate number and
	Percentage of the class of securities of issuer identified in Item 1.
		(a)	Amount beneficially owned: (i)1,955,740 (ii)1,862,400
		(b)	Percent of class: (i) 7.6% (ii)7.3%
		(c)	Number of shares as to which (i)SC-R&M has:
					(i)	Sole power to vote or to direct the vote:	1,955,740
					(ii)	Shared power to vote or to direct the vote:	0
					(iii)	Sole power to dispose or to direct the disposition of:	1,955,740
					(iv)	Shared power to dispose or to direct the disposition of:	0
		(c)	Number of shares as to which (ii)SC-PG has:
					(i)	Sole power to vote or to direct the vote:	1,862,400
					(ii)	Shared power to vote or to direct the vote:	0
					(iii)	Sole power to dispose or to direct the disposition of:	1,862,400
					(iv)	Shared power to dispose or to direct the disposition of:	0
Item 5.				Ownership of Five Percent or Less of a Class. NOT APPLICABLE


If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following. ( )


Item 6.	Ownership of More than Five Percent on Behalf of Another Person.



Security Capital Research & Management Incorporated ("SC-R&M")is the beneficial owner of 1,955,740 shares, representing 7.6% of the
issuer's common stock on behalf of other persons known to have one or more of
the following:
			The right to receive dividends for such securities;
			The power to direct the receipt of dividends from such securities;
			The right to receive the proceeds from the sale of such securities;
			The right to direct the receipt of proceeds from the sale of such securities;

The 1,862,400 shares beneficially owned and reported by Security Capital Preferred Growth Incorporated ("SC-PG") representing 7.3% of the class of securities, are included in SC-R&M's 1,955,740shares reported as SC-R&M is also deemed to be a beneficial owner. SC-PG also beneficially owns 3,125,000 shares of common stock that SC-PG has the right to acquire upon conversion of its 3,125,000 Series B Cumulative Convertible Preferred Shares of Beneficial Interest. The shares were included in a separate 13G/A filing by SC-PG, with a reporting date of December 31, 2004, which was filed on February 17, 2005. SC-R&M has not been delegated voting and dispositive power with respect to these 3,125,000 shares and such shares are therefore not included in this 13G/A filing.


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


Item 9.	Notice of Dissolution of Group.
	Not Applicable


Item 10.	Certifications


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.

Page 3 of 3 pages


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.


Dated: February 14, 2006	Security Capital Research & Management Incorporated
	By: /s/ Genine M. Dawczak
	--------------------------------------
	Genine M. Dawczak
	Assistant Controller
	Security Capital Preferred Growth Incorporated
	By: /s/ David E. Rosenbaum
	--------------------------------------
	David E. Rosenbaum
	Managing Director
The original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general
partner of the filing person), evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement, provided, however, that a
power of attorney for this purpose which is already on file with the commission may
be incorporated by reference. The name and any title of each person who signs the
the statement shall be typed or printed beneath his signature.


Joint Filing Agreement: In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to joint filing with each other of the attached statement on Schedule 13 and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on February 14, 2006. Security Capital Research & Management Incorporated By: /s/ Genine M. Dawczak Genine M. Dawczak Assistant Controller Security Capital Preferred Growth Incorporated By: /s/ David. E. Rosenbaum David E. Rosenbaum Managing Director

AMLI RESIDENTIAL PROPERTIES TRUST SC 13G/A