MID AMERICA APARTMENT COMMUNITIES INC
8-K, 1996-12-26
REAL ESTATE INVESTMENT TRUSTS
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549
                                
                                
                            FORM 8-K
                                
                                
                         CURRENT REPORT
                                
                                
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
                                
                        December 26, 1996
        ------------------------------------------------
        Date of Report (Date of earliest event reported)
                                
                                
             MID-AMERICA APARTMENT COMMUNITIES, INC.
       --------------------------------------------------
       (Exact Name of Registrant as Specified in Charter)
                                
                                
                                
       TENNESSEE                 1-12762                    62-1543819
- -----------------------  ------------------------    ----------------------
(State of Incorporation) (Commission File Number)    (I.R.S. Employer
                                                      Identification Number)
                                
                                
                  6584 POPLAR AVENUE, SUITE 340
                    MEMPHIS, TENNESSEE 38138
            ----------------------------------------
            (Address of principal executive offices)
                                
                                
                                
                         (901) 682-6600
       --------------------------------------------------
       Registrant's telephone number, including area code
                                
                                
                                
                                
     ------------------------------------------------------ 
     (Former name or address, if changed since last report)
                                
                                
                                
<PAGE>                                

Item 5.  Other Events.

Mid-America Apartments, L.P., in which the registrant had a 77.9%
ownership  interest at time of acquisition, has  consummated  the
acquisition   of  the  apartment  community  below.   Mid-America
Apartments L.P. will own and manage the property.

Apartment                         Purchase       Number         Date
Community       Location          Price          of Units       Acquired
- -----------     ---------------   ----------     --------       --------
Napa Valley     Little Rock, AR   $9,500,000     240            10/20/96


The  audited  Historical  Summary  of  Gross  Income  and  Direct
Operating  Expenses of the property for the previous fiscal  year
are included herein as an exhibit.


                           SIGNATURES

Pursuant to the requirements of  the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                           MID-AMERICA APARTMENT COMMUNITIES, INC.



Date: December 26, 1996       /s/ Simon R.C. Wadsworth
      ------------------    --------------------------------------  
                                  Simon R.C. Wadsworth
                                  Executive Vice President
                                  (Principal Financial and
                                   Accounting Officer)
                                
                                
                                


                                               EXHIBIT 99.1
                                
                                
                                
                                
                                
             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
               Historical Summary of Gross Income
                  and Direct Operating Expenses
                    (Napa Valley Apartments)
                                
                        December 31, 1995
                                
                                
<PAGE>


                  Independent Auditors' Report


The Board of Directors
Mid-America Apartment Communities, Inc.:


We have audited the accompanying Historical Summary of Gross
Income and Direct Operating Expenses (Historical Summary) of the
Acquisition Property (Napa Valley Apartments), as described in
Note 1, for the year ended December 31, 1995.  This Historical
Summary is the responsibility of the Acquisition Property's
management.  Our responsibility is to express an opinion on this
Historical Summary for the Acquisition Property based on our
audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the statement is free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the Historical Summary for the
Acquisition Property.  An audit also includes assessing the
accounting principles used and the significant estimates made by
management, as well as evaluating the overall presentation of the
Historical Summary for the Acquisition Property.  We believe that
our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary for the Acquisition Property
was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission as
described in Note 1 and is not intended to be a complete
presentation of the Acquisition Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct
operating expenses described in Note 1 to the Historical Summary
for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.





Memphis, Tennessee
November 4, 1996


<PAGE>

             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
Historical Summary of Gross Income and Direct Operating Expenses
                    (Napa Valley Apartments)
                                
                  Year ended December 31, 1995
                                
                                
                                
                                

Gross income - total revenue                            $ 1,448,704

Direct operating expenses:
  Operating expenses                                        335,883
  Real estate taxes                                          90,975
  Repairs and maintenance                                    22,847
                                                            449,705
                                                        -----------
Gross income in excess of direct operating expenses     $   998,999
                                                        ===========

[FN]
See accompanying notes to Historical Summary of Gross Income and
Direct Operating Expenses for the Acquisition Property.


<PAGE>
             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
           Notes to Historical Summary of Gross Income
                  and Direct Operating Expenses
                    (Napa Valley Apartments)
                                
                        December 31, 1995



(1)  Accounting Policies


     Description

     The accompanying financial statement includes the operations
     of Napa Valley Apartments (the "Acquisition Property") owned
     by parties unaffiliated with Mid-America Apartment
     Communities, Inc. (the "Company").  The Acquisition
     Property, a multi-family residential property located in
     Little Rock, Arkansas, was acquired by the Company in
     October 1996 and contains 240 apartment units.


     Basis of Presentation

     The accompanying financial statement is not representative
     of the actual operations for the period presented.  Certain
     expenses have been excluded because Mid-America Apartments,
     L.P. (the "Operating Partnership") does not anticipate that
     they will be incurred in future operations of the property.
     Expenses excluded consist of depreciation and amortization,
     management fees and other costs not directly related to the
     future operations of the Acquisition Property.  Operating
     expenses include payroll, utilities, advertising, and other
     general and administrative costs.  Management is not aware
     of any material factors relating to this Acquisition
     Property that would cause this financial statement not to be
     indicative of future operating results as related to gross
     income and direct operating expenses.


     Income Recognition

     Revenues from rental property are recognized when due from
     tenants.  Leases are generally for one year or less.



<PAGE>
                                
             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
           Notes to Historical Summary of Gross Income
                  and Direct Operating Expenses
                    (Napa Valley Apartments)
                                
                                
                                
(2)  Pro Forma Taxable Operating Results and Funds Generated From Operations
     (Unaudited)

     The pro forma table reflects the taxable operating results
     and funds generated from operations of the Acquisition
     Property for the twelve months ended September 30, 1996 as
     adjusted for certain items which can be factually supported.
     This statement does not purport to forecast actual operating
     results for any period in the future.

          Pro forma net operating income (exclusive of
           depreciation and amortization)                  $ 959,347
          Less estimated depreciation expense                364,720
                                                           ---------
          Pro forma taxable operating income                 594,627
          Add depreciation not requiring outlay of funds     364,720
                                                           ---------
          Pro forma funds generated from operations        $ 959,347
                                                           =========
     Depreciation for the buildings is estimated using a straight-
     line method over a 25-year life.




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