MID AMERICA APARTMENT COMMUNITIES INC
8-K/A, 1997-03-18
REAL ESTATE INVESTMENT TRUSTS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549
                                
                                
                                 
                                  FORM 8-K(A)
                                
                                
                                
                                CURRENT REPORT
                                
                                
                                
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                
                                
                                March 17, 1997
              -------------------------------------------------
              (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.  The  acquisition
was  previously reported under item 5 of Form 8-K.    Mid-America
Apartments L.P. will own and manage the property.

                                   
Apartment                       Purchase     Number     Date of    Date
Community       Location        Price        of Units   Form 8-K   Acquired
- --------------  --------------  -----------  --------   --------   --------
Howell Commons  Greenville, SC  $13,000,000    348      2/21/97    1/16/97



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.

                                
                                
                                
<PAGE>                                
                                
                                
                            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:  March 17, 1997         /s/ Simon R.C. Wadsworth
     -------------------     --------------------------------------  
                                 Simon R.C. Wadsworth
                                 Executive Vice President
                                 (Principal Financial and Accounting Officer)



  
                                                          EXHIBIT 99
                                
                                
                                
                                
             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
               Historical Summary of Gross Income
                  and Direct Operating Expenses
                   (Howell Commons Apartments)
                                
                        December 31, 1996
                                
                                
                                
                                
                                
<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 (Howell Commons Apartments), as described in
Note 1, for the year ended December 31, 1996.  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, 1996, in conformity with
generally accepted accounting principles.





Memphis, Tennessee
March 11, 1997

<PAGE>

             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
Historical Summary of Gross Income and Direct Operating Expenses
                   (Howell Commons Apartments)
                                
                  Year ended December 31, 1996
                                
                                
                                
                                

Gross income - total revenue                           $1,984,926

Direct operating expenses:
  Operating expenses                                      463,442
  Real estate taxes                                       130,101
  Repairs and maintenance                                  84,529
                                                       ----------
                                                          678,072

Gross income in excess of direct operating expenses    $1,306,854
                                                       ==========


[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
                   (Howell Commons Apartments)
                                
                        December 31, 1996



(1)  Accounting Policies

     Description

     The accompanying financial statement includes the operations
     of Howell Commons 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
     Greenville, South Carolina, was acquired by the Company on
     January 16, 1997 and contains 348 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
                   (Howell Commons 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 December 31, 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)                $1,200,067

          Less estimated depreciation expense               488,800
                                                         ----------  
          Pro forma taxable operating income                711,267

          Add depreciation not requiring outlay of funds    488,800
                                                         ----------
          Pro forma funds generated from operations      $1,200,067
                                                         ==========

     Depreciation for the buildings is estimated using a straight-
     line method over a 25-year life.




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