UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
****EXIT FILING****
AMLI RESIDENTIAL PROPERTIES
-----------------------------------------
(Name of Issuer)
Common
------
(Title of Class of Securities)
001735109
---------
(CUSIP Number)
Date of Event which Requires Filing of this Statement
November 30, 2005
--------------------
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
[x] Rule 13d-1(b)
[ ] 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 prior coverage.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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).
SEC 1745 (12-02)
Page 1
Page 2 of 7 Pages
Exit Filing to Schedule 13G (continued)
CUSIP No. 001735109
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cohen & Steers, Inc. 14-1904657
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
- -----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC, CO
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 7 Pages
Exit Filing to Schedule 13G (continued)
CUSIP No. 001735109
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cohen & Steers Capital Management, Inc. 13-3353336
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
- -----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 7 Pages
Item 1.
(a) Name of Issuer:
AMLI RESIDENTIAL PROPERTIES
(b) Address of Issuer's Principal Executive Offices:
125 South Wacker Drive
Suite 3100
Chicago, Illinois
Item 2.
(a) Name of Persons Filing:
Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc.
(b) Address of Principal Business Office:
757 Third Avenue
New York, NY 10017
(c) Citizenship:
Cohen & Steers, Inc: Delaware Corporations
Cohen & Steers Capital Management, Inc: New York Corporation
(d) Title of Class Securities:
Commmon
(e) CUSIP Number:
001735109
Item 3. If this statement is filed pursuant to Rule 13d-l(b), or
13d-2(b), check whether the person filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [x] An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F)
(g) [x] A parent holding company or control person in accordance
with Section 240.13d-l(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15U.S.C. 80a-3)
(j) [ ] Group, in accordance with Section 240.13d-1(b)(l)(ii)(J)
Page 5 of 7 Pages
Item 4. OWNERSHIP:
(a) Amount Beneficially Owned as of October 31, 2005:
See row 9 on cover sheet
(b) Percent of Class:
See row 11 on cover sheet
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
See row 5 on cover sheet
(ii) shared power to vote or direct the vote:
See row 6 on cover sheet
(iii) sole power to dispose or to direct
the disposition of:
See row 7 on cover sheet
(iv) shared power to dispose or direct
the disposition of:
See row 8 on cover sheet
Item 5. OWNERSHIP OF 5% OR LESS OF A CLASS
Filing Persons has ceased being beneficial owners of more than
5% of the filing class of securities.
Item 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON
N/A
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Cohen & Steers Capital Management, Inc., an investment advisor
registered under Section 203 of the Investment Advisers Act, is a
wholly-owned subsidiary of the parent company.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
Page 6 of 7 Pages
Item 9. NOTICE OF DISSOLUTION OF GROUP
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes 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: December 12, 2005
Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc.
By:
/s/ Robert Steers
____________________________________________
Signature
Robert H. Steers, Co-Chairman and Co-CEO
____________________________________________
Name and Title
Page 7 of 7 Pages
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to
below) on behalf of each of them of a Statement on Schedule 13G including
amendments thereto) with respect to the common shares of Amli Residential
Properties, and that this Agreement may be included as an Exhibit to such joint
filing. This Agreement may be executed in any number of counterparts, all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
December 12, 2005.
Dated: December 12, 2005
Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc.
/s/ Robert Steers
____________________________________________
Robert Steers, Co-Chairman and Co-CEO