MID AMERICA APARTMENT COMMUNITIES INC
S-3, 1998-07-31
REAL ESTATE INVESTMENT TRUSTS
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As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-3
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933


                 MID-AMERICA APARTMENT COMMUNITIES, INC.
          (Exact name of registrant as specified in its charter)

           TENNESSEE                                         62-1543819
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                      6584 Poplar Avenue, Suite 340
                         Memphis, Tennessee 38138
                              (901) 682-6600
      (Address, including zip code, and telephone number, including
          area code, of Registrant's principal executive office)

                             George E. Cates
                      6584 Poplar Avenue, Suite 340
                         Memphis, Tennessee 38138
                              (901) 682-6600
    (Name, address, including zip code and telephone number, including
                     area code, of agent for service)

                                Copies to:
                            John A. Good, Esq.
                   Baker, Donelson, Bearman & Caldwell
                      165 Madison Avenue, 20th Floor
                         Memphis, Tennessee 38103
                         Telephone (901) 577-2148

  Approximate  date of commencement of proposed sale to the  public:   From
time to time after the effective date of this Registration Statement.
  If  the  only securities being registered on this form are being  offered
pursuant  to  dividend  or interest reinvestment plans,  please  check  the
following box. [ ]
  If  any of the securities being registered on this form are to be offered
on  a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans,  check the following box. [X].
  If  this  Form is filed to register additional securities for an offering
pursuant  to  Rule  462(b)  under  the Securities  Act,  please  check  the
following box and list the Securities Act registration statement number  of
the earlier effective registration statement for the same offering [ ]
  If  this Form is a post-effective amendment filed pursuant to Rule 462(c)
under  the  Securities Act, check the following box and list the Securities
Act  registration  statement number of the earlier  effective  registration
statement for the  same offering.   [ ]
           If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
     
                     CALCULATION OF REGISTRATION FEE

                                          Proposed    Proposed
                                          Maximum      Maximum      Amount   
                             Amount       Offering    Aggregate       of
Title of Securities           Being       Price Per   Offering   Registration
Being Registered          Registered (1)  Unit (3)     Price         Fee
- -----------------------  ---------------  ----------  ---------  ------------
Debt Securities (1)(2)
Preferred Stock,
  $.01 par value (1)(4)
Common Stock,
  $.01 par value (1)(5)
Depositary Shares (1)(6) ______________   __________ ____________ ___________
                           $200,000,000      N/A     $200,000,000 $59,000 (7)
     

                        (Footnotes on next page)

  The Registrant hereby amends this Registration Statement on such date  or
dates  as may be necessary to delay its effective date until the Registrant
shall  file  a  further  amendment  which  specifically  states  that  this
Registration Statement shall thereafter become effective in accordance with
Section  8(a)  of  the  Securities Act of 1933 or until  this  Registration
Statement  shall  become effective on such date as the  Commission,  acting
pursuant to said Section 8(a), may determine.
(Footnotes from preceding page)

(1)        Pursuant  to  Rule  429 under the Securities  Act  of  1933,  as
  amended,  the Prospectus included in this Registration Statement  relates
  also  to  $31,518,781 Debt Securities, Preferred Stock, Common Stock  and
  Securities  Warrants registered on Form S-3, Registration No.  333-34775.
  This  Registration Statement includes such presently indeterminate number
  of  securities  or  rights as may be issuable  from  time  to  time  upon
  conversion  or  exchange  of the securities registered  hereunder.   This
  Registration  Statement also covers delayed delivery contracts  that  may
  be  issued  by  the  Registrant under which  the  party  purchasing  such
  contracts  may be required to purchase Debt Securities, Preferred  Stock,
  Common  Stock  or  Depository  Shares.   Such  contracts  may  be  issued
  together  with  the  specific  securities  to  which  they  relate.   Any
  securities  registered hereunder may be sold separately or as units  with
  other securities registered hereunder.

(2)        Subject to Footnote (1), there is being registered hereunder  an
  indeterminate principal amount of Debt Securities.

(3)       Omitted pursuant to General Instruction II.D of Form S-3.

(4)        Subject to Footnote (1), there is being registered hereunder  an
  indeterminate  number of shares of Preferred Stock (par  value  $.01  per
  share)  as may be sold, from time to time, by the Registrant.   There  is
  also  being  registered hereunder an indeterminate number  of  shares  of
  Preferred  Stock as shall be issuable upon conversion of Debt  Securities
  or exercise of Securities Warrants registered hereby.

(5)        Subject to Footnote (1), there is being registered hereunder  an
  indeterminate  number  of  shares of Common Stock  (par  value  $.01  per
  share)  as may be sold, from time to time, by the Registrant.   There  is
  also  being  registered hereunder an indeterminate number  of  shares  of
  Common  Stock as shall be issuable upon conversion of shares of Preferred
  Stock  or  Debt Securities or exercise of Securities Warrants  registered
  hereby.

(6)        Subject to Footnote (1), there is being registered hereunder  an
  indeterminate number of Depositary Shares, to be evidenced by  Depositary
  Receipts  issued  pursuant  to a Deposit Agreement  and  representing  an
  interest  in all or a specified portion of a share of Preferred Stock  or
  Debt Securities, as may be sold from time to time by the Registrant.

(7)        Calculated pursuant to Rule 457(o) of the rules and  regulations
  under the Securities Act of 1933, as amended.
The information in this prospectus is not complete and may be changed.   We
may  not sell these securities until the registration statement filed  with
the  Securities and Exchange Commission is effective.  This  prospectus  is
not an offer to sell these securities and it is not soliciting any offer to
buy  these  securities  in  any state where  the  offer  and  sale  is  not
permitted.

<PAGE>

                SUBJECT TO COMPLETION, DATED July 31, 1998
PROSPECTUS

                 MID-AMERICA APARTMENT COMMUNITIES, INC.
                               $231,518,781
                    Debt Securities, Preferred Stock,
                   Common Stock and Depositary Shares

  Mid-America  Apartment  Communities, Inc. is  a  real  estate  investment
trust  focused  on developing, owning and operating apartment  communities.
As  of  June  30,  1998,  we owned and operated 120  apartment  communities
containing 31,791 apartment units in 13 states.  We also manage but do  not
own 43 properties containing 5,387 apartment units.

  The  New  York Stock Exchange lists our Common Stock (symbol: MAA),  9.5%
Series  A  Cumulative Preferred Stock (symbol: MAA PrA), 8  7/8%  Series  B
Cumulative  Preferred  Stock  (symbol:  MAA  PrB),  and  9  3/8%  Series  C
Cumulative Redeemable Preferred Stock (symbol: MAA PrC).

    We  are  offering  and selling up to $231,518,781 of  debt  securities,
preferred  stock,  common  stock, and depositary shares.  We  will  provide
specific terms of these securities in supplements to this prospectus.   You
should read this prospectus and any supplement carefully before you invest.

  To  ensure that we qualify as a REIT, no person may own more than 9.9% of
the  total value of our outstanding capital stock, with certain exceptions.
See "Description of Capital Stock -- Ownership Limitations."

  See  "Risk  Factors" beginning on page 2 for information that  should  be
considered by prospective investors.

    THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF THE OFFERED
        SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
       COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
          DETERMINED  IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
         ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


























             The date of this Prospectus is August    , 1998.

<PAGE>

                     ABOUT THIS PROSPECTUS

  This  prospectus  is part of a registration statement  that  we
filed with the SEC utilizing a "shelf" registration process. Over
the next two years, we may sell any combination of the securities
described  in this prospectus in one or more offerings  up  to  a
total  dollar  amount of $231,518,781.  This prospectus  provides
you  with  a general description of the securities we may  offer.
Each  time  we  sell  securities, we will  provide  a  prospectus
supplement  that will describe the securities being  offered  and
the  terms of that offering.  The prospectus supplement may  also
add   to,   update  or  change  information  contained  in   this
prospectus.   You  should  read  both  this  prospectus  and  any
prospectus  supplement.   You should  also  read  the  additional
information described under the heading WHERE YOU CAN  FIND  MORE
INFORMATION.

              WHERE YOU CAN FIND MORE INFORMATION

  We   file   annual,  quarterly  and  special   reports,   proxy
statements  and other information with the SEC.  Our SEC  filings
are  available to the public over the Internet at the  SEC's  web
site at http://www.sec.gov.  You may also read and copy documents
at  the  SEC's  public reference rooms in Washington,  D.C.,  New
York,  New  York and Chicago, Illinois. Please call  the  SEC  at
1-800-SEC-0330  for further information on the  public  reference
rooms.

  The   SEC   allows   us  to  "incorporate  by  reference"   the
information  we file with them, which means that we can  disclose
important information to you by referring you to those documents.
The  information incorporated by reference  is an important  part
of  this prospectus, and information that we file later with  the
SEC will automatically update and supersede this information.  We
incorporate  by  reference the documents listed below.   We  also
incorporate  all future filings made with the SEC under  Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we have sold all of the securities.

*     Annual Report on Form 10-K for the year ended December  31,
  1997, as amended by Forms 10-K/A filed with the SEC on April 2,
  1998 and April 27, 1998;

*     Quarterly  Report on Form 10-Q for the quarter ended  March
  31, 1998;

*     Amended  Quarterly Reports on Form 10-Q/A for  the  quarter
  ended  March 31, 1997, dated February 2, 1998, and the  quarter
  ended June 30, 1997, dated February 2, 1998.

*     Current  Reports on Form 8-K filed with the SEC on February
  19, 1998, March 13, 1998, April 30, 1998, May 26, 1998, June 12,
  1998 (2 filed), June 16, 1998, June 24, 1998, June 29, 1998, July
  1, 1998, and July 28, 1998;

*     Amended Current Reports on Form 8-K/A filed with the SEC on
  February 5, 1998, May 26, 1998 and July 30, 1998;

*     Proxy  Statement for the Company's 1998 Annual  Meeting  of
  Shareholders filed with the SEC on April 30, 1998;

*     the description of the Company's common stock contained  in
  Form 8-A filed with the SEC on December 14, 1993;

*     the  description of the Company's 9.5% Series A  Cumulative
  Preferred Stock contained in Form 8-A/A filed with the  SEC  on
  October 11, 1996;

*     the description of the Company's 8 7/8% Series B Cumulative
  Preferred Stock contained in Form 8-A/A filed with the  SEC  on
  November 19, 1997; and

*     the description of the Company's 9 3/8% Series C Cumulative
  Redeemable Preferred Stock contained in Form 8-A/A filed with the
  SEC on June 26, 1998.

  You  may request a copy of these filings at no cost, by writing
or  telephoning us at the following address: Corporate Secretary,
Mid-America  Apartment  Communities, Inc.,  6584  Poplar  Avenue,
Suite 340, Memphis, Tennessee 38138, (901) 682-6600.

  You  should  rely  only  on  the  information  incorporated  by
reference  or  provided  in  this prospectus  or  any  prospectus
supplement.   We have not authorized anyone else to  provide  you
with  different  information.  We  are  making  offers  of  these
securities  only  in states where the offer  is  permitted.   You
should not assume that the information in this prospectus or  any
prospectus supplement is accurate as of any date other  than  the
date on the front of those documents.

<PAGE>

                          THE COMPANY

  We  are a Memphis, Tennessee-based REIT.  As of June 30,  1998,
we owned and operated 120 apartment communities containing 31,791
apartment units in 13 states.  We also manage but do not  own  43
properties containing 5,387 apartment units.

  In  November  1997,  we acquired Flournoy Development  Company,
certain  of  its  affiliated entities and  apartment  communities
owned by Flournoy Development Company and such affiliates.  As  a
result  of  these transactions, we now own, manage,  develop  and
build  apartment  communities throughout  the  Southeast  and  in
Texas.

  Our primary operating subsidiaries are:

*     Mid-America  Apartments,  L.P.,  which  owns  outright  and
  operates  41 apartment communities and which has an   ownership
  interest in and, as noted below, operates 73 additional apartment
  communities through subsidiary limited partnerships of which we
  or another of our subsidiaries is general partner;

*      Mid-America  Apartments  of  Texas,  L.P.,  which  owns  8
  apartment communities, all located in Texas.  Our wholly  owned
  subsidiary is a 1% general partner, and Mid-America Apartments,
  L.P. is the sole 99% limited partner of Mid-America Apartments of
  Texas, L.P.

*     Mid-America Capital Partners, L.P., which owns 23 apartment
  communities and 3 separate apartment phases.  Our wholly  owned
  subsidiary is a 1% general partner, and Mid-America Apartments,
  L.P.  is  the  sole 99% limited partner of Mid America  Capital
  Partners, L.P.;

  In   addition,  we  own  outright  and  operate   2   apartment
communities  and own 4 through "qualified REIT subsidiaries."  We
are the sole general partner and Mid-America Apartments, L.P.  is
the  sole limited partner of 52 limited partnerships that own  42
apartment  communities.  We have preserved each of those  limited
partnerships  either  to  maintain  favorable  financing  or   to
preserve the status of the Flournoy Development Company merger as
a tax-free reorganization.

  We  seek to acquire and develop apartment communities appealing
to middle and upper income residents primarily in mid-size cities
in  the southeastern United States and Texas.  Approximately  71%
of our apartment units are located in Tennessee, Georgia, Florida
and  Texas  markets.   Our  strategic focus  is  to  provide  our
residents  high  quality apartment units in attractive  community
settings, characterized by extensive landscaping and attention to
aesthetic  detail.  We utilize our experience  and  expertise  in
maintenance, landscaping and management to raise occupancy levels
and  per  unit  average rentals.  The following table  set  forth
certain of our operating data for the periods indicated.

                                                        
                                           1997     1996      1995
                                          -----    -----     -----             
        Apartment units at year end      30,579   19,280    18,220
        Average monthly rental per 
          apartment unit at year end       $568     $529      $508
        Average occupancy for the year     94.7%    95.4%     95.2%
        


  As  of  June  30,  1998, our executive officers  and  directors
owned  approximately 18% of our combined outstanding Common Stock
and  common  units of limited partnership interest in Mid-America
Apartments, L.P., which are redeemable for our common stock on  a
one-for-one  basis or, at our option, for cash.   We  use  stock-
based    and  other  incentive  compensation  plans  to  motivate
employees  to meet long-term management goals that are consistent
with creating value for our shareholders.

  Our  principal  executive offices are located  at  6584  Poplar
Avenue,  Suite  340, Memphis, Tennessee 38128 and  its  telephone
number is (901) 682-6600.


<PAGE>
                         RISK FACTORS

  Before  you invest in our securities, you should be aware  that
your  investment  is  subject to various risks,  including  those
described  below.  You  should  consider  carefully  these  risks
together  with  all  of the other information  included  in  this
Prospectus before you decide to purchase any of our securities.

  Some  of  the information in this prospectus or any  prospectus
supplement   may   contain  forward-looking   statements.    Such
statements can be identified by the use of forward-looking  words
such   as  "may,"  "will,"  "expect,"  "anticipate,"  "estimate,"
"continue"  or  other  similar words.  These  statements  discuss
future  expectations  or contain projections.   When  considering
such  forward-looking statements, you should  keep  in  mind  the
following risk factors.  The risk factors could cause our  actual
results  to  differ  materially  from  those  contained  in   any
forward-looking statement.

Increase in Development Activity
  We  have  increased our financial and management commitment  to
the development and construction of new apartment communities  as
well as purchasing existing apartment communities.  In connection
with  development and construction of an apartment community,  we
run the risk that:
*     construction costs will exceed our budget, which could make
  completion of the apartment community uneconomical;

*     the  newly completed apartment community will not  generate
  the profits we anticipate;  and

*     we can not obtain all necessary zoning, land-use, building,
  occupancy,   and  other  required  governmental   permits   and
  authorizations.

  Any  of  these events could adversely affect the return on  our
investment  in developed apartment communities and could  require
us  to  use  cash  reserves or cash flows  from  other  apartment
communities  to cover shortfalls.  Such shortfalls could  prevent
us from making expected distributions.

Real Estate Investment Risks

  Our  ability  to  make  distributions to  you  depends  on  our
ability  to generate funds from operations in excess of scheduled
principal  payments on debt and capital expenditure requirements.
Funds  from  operations and the value of our  properties  may  be
adversely  affected by events or conditions which are beyond  our
control.  Such events or conditions could include:

*     competition from other apartment communities;

*     overbuilding  of new apartment units in our markets,  which
  might adversely affect apartment occupancy or rental rates;

*     increases in operating costs (including real estate  taxes)
  due to inflation and other factors, which may not necessarily be
  offset by increased rents;

*     our   inability  to  rent properties on favorable  economic
  terms;

*    changes in governmental regulations and the related costs of
  compliance;

*    changes in tax laws and housing laws including the enactment
  of  rent  control  laws  or other laws  regulating  multifamily
  housing;

*     changes  in  interest rate levels and the  availability  of
  financing,  which  could lead renters  to  purchase  homes  (if
  interest rates drop and home loans are available more readily) or
  increase our acquisition and operating costs (if interest rates
  increase and financing is less readily available); and

*    the relative illiquidity of real estate investments.

Financing Risks

Risks Associated with Debt Financing

  We  currently have a substantial amount of debt.   Payments  of
principal   and  interest  on  borrowings  may  leave   us   with
insufficient cash resources to operate the apartment  communities
or  pay  distributions required to be paid in  order  for  us  to
maintain  our  qualification as a REIT.  We intend  to  keep  our
total  debt  below  60% of the undepreciated book  value  of  our
assets,  although our charter and bylaws do not  limit  our  debt
levels.   Circumstances may cause us to exceed that  target  from
time  to  time.    As  of June 30, 1998, our  ratio  of  debt  to
undepreciated  book value was approximately 50%.   Our  Board  of
Directors can modify this policy at any time which could allow us
to  become more highly leveraged and decrease our ability to make
distributions to our shareholders.  Currently, our operating cash
flow  is  insufficient  to  finance our  development  activities.
Therefore,  we  will have to borrow more money  to  pay  for  our
development activities.

Variable Interest Rates

  At  June 30, 1998, $78 million of our debt bore interest  at  a
variable rate.  In addition, we may incur additional debt in  the
future that also bears interest at variable rates.  Variable-rate
debt  creates higher debt service requirements if market interest
rates  increase, which would adversely affect our cash  flow  and
the amounts available to pay distributions to shareholders.

Regulatory Matters

Environmental Matters

  Various  Federal, state and local laws require property  owners
or  operators  to pay for the costs of removal or remediation  of
certain  hazardous substances released on a property.  Such  laws
often  impose  liability without regard to whether the  owner  or
operator  knew  of, or was responsible for, the  release  of  the
hazardous  substances.  The presence of hazardous substances  may
adversely   affect   occupancy  of  any  contaminated   apartment
communities   and   our  ability  to  sell  or   borrow   against
contaminated  properties.  In addition to  the  costs  associated
with   investigation   and   remediation   actions   brought   by
governmental  agencies, the presence of  hazardous  wastes  on  a
property  could  result in personal injury or similar  claims  by
private  plaintiffs.  Various laws also impose,  on  persons  who
arrange  for  the  disposal or treatment of  hazardous  or  toxic
substances,  liability for the cost of removal or remediation  of
hazardous substances at the disposal or treatment facility. These
laws  often impose liability whether or not the person  arranging
for the disposal ever owned or operated the disposal facility.

  Phase  I  environmental site assessments have been obtained  on
all  of  our  apartment  communities.  The  purpose  of  Phase  I
environmental  site assessments is to identify potential  sources
of  contamination for which a company may be responsible  and  to
assess  the  status of environmental regulatory compliance.   The
phase  I  environmental  site  assessments  did  not  reveal  any
environmental condition, liability or compliance concern that  we
believe  would  have a material adverse affect on  our  business,
assets  or  results of operations, nor are we aware of  any  such
condition,  liability or concern by any other means. However,  it
is  possible that the environmental site assessments relating  to
any  one  of  the  properties did not  reveal  all  environmental
conditions,  liabilities  or compliance  concerns.   It  is  also
possible   that  there  are  material  environmental  conditions,
liabilities or compliance concerns that arose at a property after
the related review was completed.

Americans with Disabilities Act Compliance

  Under  the Americans with Disabilities Act of 1990 (the "ADA"),
all  public  accommodations and commercial facilities  must  meet
certain  Federal  requirements  related  to  access  and  use  by
disabled  persons.  Compliance with the  ADA  requirements  could
require  removal  of  access barriers, and  non-compliance  could
result in the U.S. government imposing fines or private litigants
winning  damages. The ADA does not consider apartment communities
to  be public accommodations or commercial facilities, except  to
the extent portions of such facilities, such as a leasing office,
are  open  to  the  public.  We believe that our  properties  are
substantially in compliance with these requirements.

Fair Housing Amendments Act Compliance

  The  Fair  Housing Amendments Act of 1988 (the "FHA")  requires
apartment communities first occupied after March 13, 1990  to  be
accessible to the handicapped.  Non-compliance with the FHA could
result in the U.S. government imposing fines or private litigants
winning   damages.    We   believe  that   our   properties   are
substantially in compliance with these requirements.

Tax Risks

Consequences of the Failure to Qualify as a REIT

        We believe that we operate in a manner that enables us to
meet  the  requirements for qualification as a REIT  for  Federal
income  tax purposes.  We have not requested, and do not plan  to
request,  a  ruling  from the Internal Revenue  Service  that  we
qualify  as  a REIT.  We have, however, received an opinion  from
the  law firm of Baker, Donelson, Bearman & Caldwell that we  met
the  requirements  for qualification as a REIT  for  the  taxable
years ended December 31, 1994 through 1997, and that we are in  a
position to continue such qualification.

  You  should  be aware that opinions of counsel are not  binding
on  the IRS or any court.  Furthermore, the conclusions stated in
the  opinion  are conditioned on, and our continued qualification
as a REIT will depend on, our meeting various requirements.  Such
requirements  are  discussed in more  detail  under  the  heading
"Federal   Income   Tax   Considerations  --   Requirements   for
Qualification".

  If  we  fail  to qualify as a REIT, we would not be  allowed  a
deduction  for  distributions to shareholders  in  computing  our
taxable  income and would be required to pay substantial  federal
and  state income taxes.  We also could be subject to the Federal
alternative minimum tax.  Therefore, if we lose our REIT  status,
the  funds  available for distribution to you  would  be  reduced
substantially  for each of the years involved.   Unless  we  were
entitled to relief under specific statutory provisions, we  could
not  elect to be taxed as a REIT for four taxable years following
the year during which we were disqualified. Therefore, if we lose
our  REIT  status,  the funds available for distribution  to  you
would  be  reduced substantially for each of the years  involved.
See "Federal Income Tax Considerations -- Failure to Qualify,".

Effect of Distribution Requirements

  As  a REIT, we are subject to annual distribution requirements,
which  limit  the  amount  of cash we have  available  for  other
business  purposes, including amounts to fund  our  growth.   See
"Federal   Income  Tax  Considerations  --  Annual   Distribution
Requirements".

Recent and Pending Legislation

  The  recently enacted Taxpayer Relief Act of 1997 made  certain
changes  to  the  requirements to qualify as a  REIT.   President
Clinton's  budget  proposal for fiscal  year  1999  contains  two
provisions  which  could  effect  us.   See  Federal  Income  Tax
Considerations  -- Recent and Pending Legislation"  for a description
of such items.

Other Tax Liabilities

        Even if we qualify as a REIT, we and our subsidiaries may
be  subject  to certain Federal, state, and local  taxes  on  our
income and property that could reduce operating cash flow.

Possible Adverse Consequences of Limits on Ownership of Shares

  Our charter limits ownership of our capital stock by any single
shareholder to 9.9% of the value of all outstanding shares of our
capital  stock,  both  common and preferred.   The  charter  also
prohibits anyone from buying shares if the purchase would  result
in  us  losing  our  REIT status. This could happen  if  a  share
transaction results in fewer than 100 persons owning all  of  our
shares  or  in  five  or  fewer persons, applying  certain  broad
attribution  rules of the Internal Revenue Code,  owning  50%  or
more  of  our  shares.  If you acquire shares in  excess  of  the
ownership limit or in violation of the ownership requirements  of
the Internal Revenue Code for REITs, we:

*    will consider the transfer to be null and void;

*    will not reflect the transaction on our books;

*    may institute legal action to enjoin the transaction;

*     will  not pay dividends or other distributions with respect
  to those shares;

*    will not recognize any voting rights for those shares;

*     will  consider the shares held in trust for the benefit  of
  the Company; and

*     will either direct you to sell the shares and turn over any
  profit  to us, or we will redeem the shares.  If we redeem  the
  shares, you will be paid a price equal to the lesser of:

  (a)     the price paid by the transferee of the shares or

          (b)    the average of the last reported sales prices on
the  New  York Stock Exchange on the ten trading days immediately
preceding  the  date  fixed  for  redemption  by  our  Board   of
Directors.

  If  you  acquire shares in violation of the limits on ownership
described  above (i) you may lose your power to  dispose  of  the
shares,  (ii) you may not recognize profit from the sale of  such
shares if the market price of the shares increases and (iii)  you
may  be required to recognize a loss from the sale of such shares
if the market price decreases.

Ability of Board of Directors to Change Certain Policies

  Our  major  policies, including our policies  with  respect  to
acquisitions,  financing, growth, operations, debt capitalization
and  distributions, will be determined by the Board of Directors.
The  Board  of Directors may amend or revise these policies  from
time to time without your consent.

Limitations on Acquisition and Change in Control

Ownership Limit

  The  9.9%  ownership limit discussed above may have the  effect
of  precluding  acquisition of control of us  by  a  third  party
without  the consent of our Board of Directors.  See "Description
of Capital Stock -- Ownership Limitations".

Preferred Stock

  Our  charter authorizes our Board of Directors to issue  up  to
20 million shares of preferred stock.  The Board of Directors may
establish  the  preferences and rights of  any  preferred  shares
issued.  The issuance of preferred stock could have the effect of
delaying or preventing someone from taking control of us, even if
a  change  in  control were in our shareholders' best  interests.
Currently,  we  have  the following amounts  of  preferred  stock
issued and outstanding:

*     2,000,000  shares  of  9.5% Series A  Cumulative  Preferred
  Stock;

*     1,938,830  shares  of 8 7/8% Series B Cumulative  Preferred
  Stock; and

*     2,000,000  shares of 9 3/8% Series C Cumulative  Redeemable
  Preferred Stock

See "Description of the Capital Stock".

Tennessee Anti-Takeover Statutes

  As   a   Tennessee  corporation,  we  are  subject  to  various
legislative  acts which impose certain restrictions  and  require
certain  procedures with respect to certain takeover  offers  and
business  combinations,  including combinations  with  interested
shareholders  and  share repurchases from  certain  shareholders.
These  statutes  may delay or prevent offers to  acquire  us  and
increase the difficulty of consummating any such offers, even  if
our acquisition would be in our shareholders' best interests.

                        USE OF PROCEEDS

  Unless otherwise described in a prospectus supplement, we  will
contribute the net proceeds of any sale of the offered securities
to  Mid-America Apartments, L.P. in exchange for units of limited
partnership interests having characteristics similar to those  of
the  offered securities.  Mid-America Apartments, L.P.  will  use
the  net  proceeds for general purposes, which  may  include  the
acquisition   or   development  of  apartment  communities,   the
improvement  of  our apartment communities and the  repayment  of
debt.

          CONSOLIDATED RATIO OF EARNINGS TO COMBINED
      FIXED CHARGES AND PREFERRED STOCK DISTRIBUTIONS AND
        CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

  The  consolidated ratio of earnings to combined  fixed  charges
and  preferred stock distributions and the consolidated ratio  of
earnings  to  combined  fixed charges for  each  of  the  periods
indicated is as follows:

                                                              Six Months
                          Year Ended December 31,            Ended June 30
                     --------------------------------        -------------
                     1993   1994   1995   1996   1997             1998

Ratio of Earnings                                  
 to Combined Fixed
 Charges and    
 Preferred Stock
 Distributions      1.32x  1.82x   1.50x  1.52x  1.45x            1.28x

Ratio of Earnings   
 to Fixed Charges   1.32x  1.82x   1.50x  1.57x  1.70x            1.51x


  For  the  purpose  of  calculating the  consolidated  ratio  of
earnings   to   combined  fixed  charges  and   preferred   stock
distributions  and  the consolidated ratio of earnings  to  fixed
charges,  earnings consist of net income (loss)  before  gain  on
disposition of properties, extraordinary items and allocation  to
minority interests, plus fixed charges less capitalized interest.
Fixed  charges consist of interest expense, capitalized  interest
and amortization of deferred financing costs.  Prior to 1996, the
Company  had not issued any Preferred Stock; therefore,  for  the
years  prior  to  1996 the ratios of earnings to  combined  fixed
charges  and  preferred stock distributions  and  the  ratios  of
earnings to fixed charges are the same.

                  DESCRIPTION OF CAPITAL STOCK

  The  summary  of  the  terms of the  shares  of  the  Company's
capital stock set forth below does not purport to be complete and
is  subject to and qualified in its entirety by reference to  the
Amended  and Restated Charter of the Company as further  amended,
and the Amended and Restated Bylaws of the Company, both of which
may  be  further amended from time to time and both of which  are
incorporated herein by reference.

General

  The  authorized  capital  stock  of  the  Company  consists  of
50,000,000  shares  of  Common Stock  and  20,000,000  shares  of
Preferred Stock.  Each outstanding share of Common Stock entitles
the  holder  to one vote on all matters presented to shareholders
for a vote.

Common Stock

  Subject  to  such preferential rights granted by the  Board  of
Directors  in connection with the issuance of the Company's  9.5%
Series  A  Cumulative  Preferred Stock (the "Series  A  Preferred
Stock"), 8 7/8% Series B Cumulative Preferred Stock (the  "Series
B  Preferred  Stock"),  9  3/8% Series  C  Cumulative  Redeemable
Preferred Stock (the "Series C Preferred Stock), and preferential
rights  as may be granted by the Board of Directors in connection
with  the future issuances of Preferred Stock, holders of  shares
of Common Stock are entitled to one vote per share on all matters
to  be  voted  on  by  shareholders and are entitled  to  receive
ratably  such  dividends as may be declared  in  respect  of  the
Common  Stock  by  the Board of Directors in its discretion  from
funds   legally  available  therefor.   In  the  event   of   the
liquidation, dissolution or winding up of the Company, holders of
Common  Stock  are  entitled  to  share  ratably  in  all  assets
remaining  after  payment of all debts and other liabilities  and
any  liquidation  preference  of the  holders  of  the  Series  A
Preferred  Stock,  the Series B Preferred  Stock,  the  Series  C
Preferred Stock and other shares of Preferred Stock which may  be
issued   in  the  future.   Holders  of  Common  Stock  have   no
subscription,   redemption,  conversion  or  preemptive   rights.
Matters  submitted for shareholder approval generally  require  a
majority  vote  of  the shares present and voting  thereon.   The
outstanding   shares  of  Common  Stock  are   fully   paid   and
nonassessable.

Preferred Stock

  The  following description of the terms of the Preferred  Stock
sets forth general terms and provisions of the Preferred Stock to
which a Prospectus Supplement may relate.  Specific terms of  any
series of Preferred Stock offered by a Prospectus Supplement will
be  described in that Prospectus Supplement.  The description set
forth  below  is  subject to and qualified  in  its  entirety  by
reference to the Articles of Amendment to the Charter fixing  the
preferences,  limitations and relative  rights  of  a  particular
series of Preferred Stock.

General

  Under  the  Charter, the Board of Directors of the  Company  is
authorized,  without further shareholder action, to  provide  for
the  issuance of up to 20,000,000 shares of Preferred  Stock,  in
such  series, with such preferences, conversion or other  rights,
voting   powers,  restrictions,  limitations  as  to   dividends,
qualifications or other provisions, as may be fixed by the  Board
of Directors.  As a result, the Board of Directors may afford the
holders  of  any series or class of Preferred Stock  preferences,
powers, and rights, voting or otherwise, senior to the rights  of
holders of Common Stock.

  The  Preferred  Stock  will  have  the  dividend,  liquidation,
redemption,  conversion and voting rights set forth below  unless
otherwise  provided in the Prospectus Supplement  relating  to  a
particular  series of Preferred Stock. Reference is made  to  the
Prospectus  Supplement  relating  to  the  particular  series  of
Preferred  Stock  offered thereby for specific terms,  including:
(i)  the  title  and  liquidation preference per  share  of  such
Preferred Stock and the number of shares offered; (ii) the  price
at  which such series will be issued; (iii) the dividend rate (or
method  of  calculation), the dates on which dividends  shall  be
payable  and  the  dates from which dividends shall  commence  to
accumulate;  (iv)  any redemption or sinking fund  provisions  of
such  series; (v) any conversion provisions of such  series;  and
(vi)  any  additional dividend, liquidation, redemption,  sinking
fund  and other rights, preferences, privileges, limitations  and
restrictions of such series.
  The  Preferred  Stock  will, when issued,  be  fully  paid  and
nonassessable.   Unless  otherwise specified  in  the  Prospectus
Supplement  relating to a particular series of  Preferred  Stock,
each   series  will  rank  on  a  parity  as  to  dividends   and
distributions  in  the  event of a liquidation  with  each  other
series  of  Preferred Stock and, in all cases, will be senior  to
the Common Stock.

Dividend Rights

  Holders  of Preferred Stock of each series will be entitled  to
receive, when, as and if declared by the Board of Directors,  out
of  assets  of  the  Company  legally  available  therefor,  cash
dividends at such rates and on such dates as are set forth in the
Prospectus Supplement relating to such series of Preferred Stock.
Such rate may be fixed or variable or both and may be cumulative,
noncumulative or partially cumulative.

  If  the  applicable Prospectus Supplement so provides, as  long
as  any  shares of Preferred Stock are outstanding, no  dividends
will  be  declared or paid or any distributions be  made  on  the
Common  Stock,  other than a dividend payable  in  Common  Stock,
unless  the  accrued dividends on each series of Preferred  Stock
have  been  fully paid or declared and set apart for payment  and
the Company will have set apart all amounts, if any, required  to
be  set  apart for all sinking funds, if any, for each series  of
Preferred Stock.

  If  the  applicable  Prospectus Supplement  so  provides,  when
dividends are not paid in full upon any series of Preferred Stock
and any other series of Preferred Stock ranking on a parity as to
dividends  with  such  series of Preferred Stock,  all  dividends
declared upon such series of Preferred Stock and any other series
of  Preferred Stock ranking on a parity as to dividends  will  be
declared  pro  rata so that the amount of dividends declared  per
share  on  such series of Preferred Stock and such  other  series
will  in all cases bear to each other the same ratio that accrued
dividends  per share on such series of Preferred Stock  and  such
other series bear to each other.

  Each  series  of Preferred Stock will be entitled to  dividends
as  described  in  the  Prospectus Supplement  relating  to  such
series,  which  may  be  based  upon  one  or  more  methods   of
determination.   Different  series  of  Preferred  Stock  may  be
entitled  to dividends at different dividend rates or based  upon
different  methods of determination.  Except as provided  in  the
applicable  Prospectus Supplement, no series of  Preferred  Stock
will be entitled to participate in the earnings or assets of  the
Company.

Rights upon Liquidation

  In  the  event  of  any  voluntary or involuntary  liquidation,
dissolution  or  winding up of the Company, the holders  of  each
series of Preferred Stock will be entitled to receive out of  the
assets  of the Company available for distribution to shareholders
the  amount  stated or determined on the basis set forth  in  the
Prospectus Supplement relating to such series, which may  include
accrued dividends, if such liquidation, dissolution or winding up
is  involuntary  or  may equal the current redemption  price  per
share  (otherwise than for the sinking fund, if any provided  for
such   series)  provided  for  such  series  set  forth  in  such
Prospectus  Supplement,  if  such  liquidation,  dissolution   or
winding up is voluntary, and on such preferential basis as is set
forth  in  such Prospectus Supplement. If, upon any voluntary  or
involuntary  liquidation,  dissolution  or  winding  up  of   the
Company,  the amounts payable with respect to Preferred Stock  of
any  series and any other shares of stock of the Company  ranking
as  to  any  such  distribution on a parity with such  series  of
Preferred  Stock are not paid in full, the holders  of  Preferred
Stock  of such series and of such other shares will share ratably
in  any  such distribution of assets of the Company in proportion
to  the  full respective preferential amounts to which  they  are
entitled or on such other basis as is set forth in the applicable
Prospectus Supplement.  The rights, if any, of the holders of any
series  of  Preferred Stock to participate in the assets  of  the
Company  remaining after the holders of other series of Preferred
Stock  have  been  paid  their respective  specified  liquidation
preferences upon any  liquidation, dissolution or winding  up  of
the  Company  will  be  described in  the  Prospectus  Supplement
relating to such series.

Redemption

  A  series of Preferred Stock may be redeemable, in whole or  in
part,  at  the  option  of the Company, and  may  be  subject  to
mandatory  redemption pursuant to a sinking fund,  in  each  case
upon terms, at the times, the redemption prices and for the types
of  consideration set forth in the Prospectus Supplement relating
to  such series.  The Prospectus Supplement relating to a  series
of Preferred Stock which is subject to mandatory redemption shall
specify  the  number  of  shares of such  series  that  shall  be
redeemed by the Company in each year commencing after a  date  to
be  specified,  at a redemption price per share to be  specified,
together with an amount equal to any accrued and unpaid dividends
thereon to the date of redemption.

  If,  after  giving  notice of redemption to the  holders  of  a
series of Preferred Stock, the Company deposits with a designated
bank  funds sufficient to redeem such Preferred Stock, then  from
and after such deposit, all shares called for redemption will  no
longer  be outstanding for any purpose, other than the  right  to
receive the redemption price and the right to convert such shares
into other classes of stock of the Company.  The redemption price
will  be  stated  in  the  Prospectus Supplement  relating  to  a
particular series of Preferred Stock.

  Except  as  indicated in the applicable Prospectus  Supplement,
the Preferred Stock is not subject to any mandatory redemption at
the option of the holder.

Sinking Fund

  The  Prospectus  Supplement for any series of  Preferred  Stock
will  state the terms, if any, of a sinking fund for the purchase
or redemption of that series.

Conversion and Preemptive Rights

  The  Prospectus  Supplement for any series of  Preferred  Stock
will state the terms, if any, on which shares of that series  are
convertible  into  or redeemable for shares of  Common  Stock  or
another series of Preferred Stock.  The Preferred Stock will have
no preemptive rights.

Voting Rights

  Except as indicated in the Prospectus Supplement relating to  a
particular  series  of Preferred Stock, or  except  as  expressly
required  by Tennessee law, a holder of Preferred Stock will  not
be  entitled  to  vote.  Except as indicated  in  the  Prospectus
Supplement relating to a particular series of Preferred Stock, in
the  event  the  Company  issues full shares  of  any  series  of
Preferred Stock, each such share will be entitled to one vote  on
matters  on which holders of such series of Preferred  Stock  are
entitled to vote.

  Under Tennessee law, the affirmative vote of the holders  of  a
majority  of  the outstanding shares of all series  of  Preferred
Stock entitled to vote, voting as a separate voting group, or  of
all  outstanding votes of all series of Preferred  Stock  equally
affected,  as  a  voting  group, will be  required  for  (i)  the
authorization  of any class of stock ranking prior  to  or  on  a
parity  with  Preferred Stock or the increase in  the  number  of
authorized  shares of any such stock, (ii) any  increase  in  the
number  of authorized shares of Preferred Stock and (iii) certain
amendments  to the Charter that may be adverse to the  rights  of
Preferred Stock outstanding.


The Series A Preferred Stock
- ----------------------------

Maturity

  The  Series A Preferred Stock has no stated maturity and is not
be subject to any sinking fund or mandatory redemption.

Rank

  The  Series A Preferred Stock, with respect to dividend  rights
and  rights upon liquidation, dissolution or winding  up  of  the
Company,  ranks  (i) senior to all classes or  series  of  Common
Stock,  and to all equity securities ranking junior to the Series
A  Preferred  Stock,  (ii) on parity with all  equity  securities
issued  by  the  Company the terms of which specifically  provide
that  such equity securities rank on a parity with the  Series  A
Preferred  Stock with respect to dividend rights or  rights  upon
liquidation, dissolution or winding up of the Company, and  (iii)
junior to all existing and future indebtedness of the Company.

Dividends

  Holders  of  the  Series  A Preferred  Stock  are  entitled  to
receive,  when and as declared by the Board  of Directors  (or  a
duly   authorized  committee  thereof),  out  of  funds   legally
available  for the payment of dividends, preferential  cumulative
cash  distributions  at the rate of 9.5% per  annum  of  the  $25
liquidation  preference per share (equivalent to a  fixed  annual
amount of $2.375 per share).

Liquidation Preference

  Upon  any voluntary or involuntary liquidation, dissolution  or
winding  up of the affairs of the Company, the holders of  shares
of  Series A Preferred stock are entitled to be paid out  of  the
assets  of the Company legally available for distribution to  its
shareholders a liquidation preference of $25 per share,  plus  an
amount equal to any accrued and unpaid distributions to the  date
of  payment,  but  without interest, before any  distribution  of
assets  is made to holders of Common Stock or any other class  or
series  of capital stock of the Company that ranks junior to  the
Series A Preferred Stock as to liquidation rights.

Redemption

  Except  in  certain circumstances relating to the  preservation
of  the Company's status as a REIT, the Series A Preferred  Stock
is  not redeemable prior to November 1, 2001.  On and after  such
date, the Series A Preferred Stock will be redeemable for cash at
the  option  of the Company, in whole or in part, at a redemption
price of $25 per share, plus distributions accrued and unpaid  to
the redemption date (whether or not declared) without interest.

Voting Rights

  Holders  of  Series A Preferred Stock generally  will  have  no
voting  rights  except  as required by  law.   However,  whenever
distributions on any shares of Series A Preferred Stock shall  be
in  arrears  for  18 or more months, the holders of  such  shares
(voting  separately as a class with all other  series  of  parity
preferred stock upon which like voting rights have been conferred
and are exercisable) will be entitled to vote for the election of
two  additional directors of the Company until all  distributions
accumulated on such shares of Series A Preferred Stock have  been
fully  paid  or  declared and a sum sufficient  for  the  payment
thereof  set aside for payment.  In addition, certain changes  to
the  terms  of  the  Series  A  Preferred  Stock  that  would  be
materially  adverse  to the rights of holders  of  the  Series  A
Preferred  Stock cannot be made without the affirmative  vote  of
the  holders of at least two-thirds of the outstanding  Series  A
Preferred Stock.

Conversion

  The  Series  A  Preferred  Stock is  not  convertible  into  or
exchangeable for any other property or securities of the Company.


Series B Preferred Stock
- ------------------------

Maturity

  The  Series B Preferred Stock has no stated maturity and is not
subject to any sinking fund or mandatory redemption.

Rank

  The  Series B Preferred Stock, with respect to dividend  rights
and  rights upon liquidation, dissolution or winding  up  of  the
Company,  ranks  (i) senior to all classes or  series  of  Common
Stock of the Company, and to all equity securities ranking junior
to  the  Series B Preferred Stock with respect to dividend rights
or  rights  upon liquidation, dissolution or winding  up  of  the
Company;  (ii)  on  a parity with the equity  securities  of  the
Company ranking in parity with the Series B Preferred Stock;  and
(iii)  junior  to  all  existing and future indebtedness  of  the
Company.

Dividends

  Holders  of shares of the Series B Preferred Stock are entitled
to receive, when and as declared by the Board of Directors (or  a
duly   authorized  committee  thereof),  out  of  funds   legally
available  for the payment of dividends, preferential  cumulative
cash  dividends  at  the rate of 8 7/8%  per  annum  of  the  $25
liquidation  preference per share (equivalent to a  fixed  annual
amount of $2.21875 per share).

Liquidation Preference

  Upon  any voluntary or involuntary liquidation, dissolution  or
winding  up of the affairs of the Company, the holders of  shares
of  Series B Preferred Stock are entitled to be paid out  of  the
assets  of the Company legally available for distribution to  its
shareholders a liquidation preference of $25 per share,  plus  an
amount  equal to any accrued and unpaid dividends to the date  of
payment, but without interest, before any distribution of  assets
is  made to holders of Common Stock or any other class or  series
of capital stock of the Company that ranks junior to the Series B
Preferred Stock as to liquidation rights.

Redemption

  Except  in  certain circumstances relating to the  preservation
of  the Company's status as a REIT, the Series B Preferred  Stock
is  not redeemable prior to December 1, 2002.  On and after  such
date, the Series B Preferred Stock will be redeemable for cash at
the  option  of the Company, in whole or in part, at a redemption
price of $25 per share, plus distributions accrued and unpaid  to
the redemption date (whether or not declared) without interest.

Voting Rights

  Holders  of  Series B Preferred Stock generally  will  have  no
voting  rights  except  as required by  law.   However,  whenever
distributions on any shares of Series B Preferred Stock shall  be
in  arrears  for  18 or more months, the holders of  such  shares
(voting  separately as a class with all other  series  of  parity
preferred stock upon which like voting rights have been conferred
and are exercisable) will be entitled to vote for the election of
two  additional directors of the Company until all  distributions
accumulated on such shares of Series B Preferred Stock have  been
fully  paid  or  declared and a sum sufficient  for  the  payment
thereof  set aside for payment.  In addition, certain changes  to
the  terms  of  the  Series  B  Preferred  Stock  that  would  be
materially  adverse  to the rights of holders  of  the  Series  B
Preferred  Stock cannot be made without the affirmative  vote  of
the  holders of at least two-thirds of the outstanding  Series  B
Preferred Stock.

Conversion

    The  Series  B  Preferred Stock is not  convertible  into  or
exchangeable for any other property or securities of the Company.


Series C Preferred Stock
- ------------------------

Maturity

  The  Series C Preferred Stock has no stated maturity and is not
subject to any sinking fund or mandatory redemption.

Rank

  The  Series C Preferred Stock, with respect to dividend  rights
and  rights upon liquidation, dissolution or winding  up  of  the
Company,  ranks  (i) senior to all classes or  series  of  Common
Stock of the Company, and to all equity securities ranking junior
to  the  Series C Preferred Stock with respect to dividend rights
or  rights  upon liquidation, dissolution or winding  up  of  the
Company;  (ii)  on  a parity with the equity  securities  of  the
Company ranking in parity with the Series C Preferred Stock;  and
(iii)  junior  to  all  existing and future indebtedness  of  the
Company.

Dividends

  Holders  of shares of the Series C Preferred Stock are entitled
to receive, when and as declared by the Board of Directors (or  a
duly   authorized  committee  thereof),  out  of  funds   legally
available  for the payment of dividends, preferential  cumulative
cash  dividends  at  the rate of 9 3/8%  per  annum  of  the  $25
liquidation  preference per share (equivalent to a  fixed  annual
amount of $2.34375 per share).

Liquidation Preference

  Upon  any voluntary or involuntary liquidation, dissolution  or
winding  up of the affairs of the Company, the holders of  shares
of  Series C Preferred Stock are entitled to be paid out  of  the
assets  of the Company legally available for distribution to  its
shareholders a liquidation preference of $25 per share,  plus  an
amount  equal to any accrued and unpaid dividends to the date  of
payment, but without interest, before any distribution of  assets
is  made to holders of Common Stock or any other class or  series
of capital stock of the Company that ranks junior to the Series C
Preferred Stock as to liquidation rights.

Redemption

  Except  in  certain circumstances relating to the  preservation
of  the Company's status as a REIT, the Series C Preferred  Stock
is  not  redeemable prior to June 30, 2003.  On  and  after  such
date, the Series C Preferred Stock will be redeemable for cash at
the  option  of the Company, in whole or in part, at a redemption
price of $25 per share, plus distributions accrued and unpaid  to
the  redemption date (whether or not declared) without  interest.
The  redemption price (other than the portion thereof  consisting
of  accrued and unpaid dividends) will be payable solely  out  of
proceeds of the sale of other capital stock of the Company, which
may  include other series of the Company's Preferred  Stock,  and
from no other source.

Voting Rights

  Holders  of  Series C Preferred Stock generally  will  have  no
voting  rights  except  as required by  law.   However,  whenever
distributions on any shares of Series C Preferred Stock shall  be
in  arrears  for  18 or more months, the holders of  such  shares
(voting  separately as a class with all other  series  of  parity
preferred stock upon which like voting rights have been conferred
and are exercisable) will be entitled to vote for the election of
two  additional directors of the Company until all  distributions
accumulated on such shares of Series C Preferred Stock have  been
fully  paid  or  declared and a sum sufficient  for  the  payment
thereof  set aside for payment.  In addition, certain changes  to
the  terms  of  the  Series  C  Preferred  Stock  that  would  be
materially  adverse  to the rights of holders  of  the  Series  C
Preferred  Stock cannot be made without the affirmative  vote  of
the  holders of at least two-thirds of the outstanding  Series  C
Preferred Stock.

Conversion

  The  Series  C  Preferred  Stock is  not  convertible  into  or
exchangeable for any other property or securities of the Company.

Charter and Bylaw Provisions

  Shareholders'  rights and related matters are governed  by  the
TBCA,  the  Company's Charter and its Bylaws.  Certain provisions
of  the  Charter and Bylaws of the Company, which are  summarized
below,  may  make it more difficult to change the composition  of
the  Board of Directors and may discourage or make more difficult
any  attempt  by  a  person or group to  obtain  control  of  the
Company.

Voting Requirement

  The   Company's  Charter  may  not  be  amended   without   the
affirmative vote of at least a majority of the shares entitled to
vote  generally in the election of directors, voting as a  single
voting group.  The Company's Bylaws may be amended by either  the
affirmative  vote  of  a majority of all shares  outstanding  and
entitled  to vote generally in the election of directors,  voting
as a single group, or by an affirmative vote of a majority of the
Board  of  Directors then holding office, unless the shareholders
prescribe  that any such bylaw may not be amended or repealed  by
the  Board  of  Directors.  Notwithstanding  the  foregoing,  the
Company  cannot  take  any  action  intended  to  terminate   its
qualification as a REIT without the affirmative vote of at  least
two-thirds of the outstanding shares of Common Stock.

Special Meetings

  Under   the   Company's  Bylaws,  special   meetings   of   the
shareholders  may  be  called  by  shareholders  only   if   such
shareholders hold outstanding shares representing more  than  50%
of  all  votes  entitled to be cast on any issue proposed  to  be
considered at any such special meeting.

Staggered Board of Directors

  The  Company's Board of Directors is divided into three classes
of  directors serving staggered three year terms.  A majority  of
the  directors  must  be  persons who are  not  officers  of  the
Company.    The  requirements  for  a  majority  of   independent
directors and the provisions for staggered terms of directors may
not be changed without approval of a majority of the shareholders
or  by  80%  of  the members of the Board of Directors.   Certain
provisions  of  the Company's Charter, including  the  use  of  a
staggered board, may render more difficult a change in control of
the Company or removal of incumbent management.

Advance Notice of Director Nominations and New Business

  The  Bylaws  of  the Company provide that with  respect  to  an
annual  meeting of shareholders, the proposal of business  to  be
considered  by shareholders may be made only (i)  by  or  at  the
direction of the Board of Directors, or (ii) by a shareholder who
has  complied with the advance notice procedures set forth in the
Bylaws.    In   addition,  with  respect  to   any   meeting   of
shareholders, nominations of persons for election to the Board of
Directors  may  be  made only (x) by or at the direction  of  the
Board  of Directors or (y) by any shareholder of the Company  who
is  entitled  to  vote at the meeting and has complied  with  the
advance notice provisions set forth in the Bylaws.

  The  advance  notice provisions of the Bylaws  could  have  the
effect  of discouraging a takeover or other transaction in  which
holders  of  some, or a majority, of the shares of  Common  Stock
might receive a premium for their shares over the then prevailing
market  price or which such holders might believe to be otherwise
in their best interests.

Limitation of Directors' Liability

  The   Company's   Charter  eliminates,   subject   to   certain
exceptions,  the personal liability of a director to the  Company
or  its  shareholders for monetary damages for breaches  of  such
director's  duty  of  care or other duties as  a  director.   The
Charter does not provide for the elimination of or any limitation
on  the personal liability of a director for (i) any breach of  a
director's duty of loyalty to the Company, (ii) acts or omissions
which  involve  intentional misconduct or knowing  violations  of
law,  (iii)  unlawful corporate distributions, or  (iv)  acts  or
omissions  which  involve transactions from  which  the  director
derived an improper personal benefit.  The Charter of the Company
further  provides  that  if  the TBCA  is  amended  to  authorize
corporate  action  further eliminating or limiting  the  personal
liability  of  a director of the Company shall be  eliminated  or
limited  to the fullest extent permitted by the TBCA, as amended.
These provisions of the Charter will limit the remedies available
to  a  shareholder  in the event of breaches  of  any  director's
duties to such shareholder of the Company.

Tennessee Anti-Takeover Statutes

  In  addition  to  certain of the Company's  Charter  provisions
discussed above, Tennessee has adopted a series of statutes which
can  have  an  anti-takeover effect and may delay  or  prevent  a
tender  offer  or  takeover  attempt  that  a  shareholder  might
consider  in  its  best interest, including those  attempts  that
might  result in a premium over the market price for  the  Common
Stock.

  Under   the  Tennessee  Investor  Protection  Act,   unless   a
company's board of directors has recommended a takeover offer  to
shareholders  no offeror beneficially owning 5% or  more  of  any
class  of equity securities of the offeree company, any of  which
was  purchased  within  one year prior to the  proposed  takeover
offer (unless the offeror, before making such purchase, has  made
a  public  announcement of his intention with respect to changing
or  influencing the management or control of the offeree company,
has  made a full, fair and effective disclosure of such intention
to the person from whom he intends to acquire such securities and
has  filed  with  the  Tennessee  Commissioner  of  Commerce  and
Insurance   (the  "Commissioner")  and  the  offeree  company   a
statement   signifying  such  intentions  and   containing   such
additional  information as the Commissioner by rule  prescribes),
may  offer to acquire any class of equity security of an  offeree
company  pursuant  to  a  tender offer if after  the  acquisition
thereof  the offeror would be directly or indirectly a beneficial
owner  of  more  than  10%  of any class  of  outstanding  equity
securities of the company (a "Takeover Offer").  Such an  offeror
must  provide  that any equity securities of an  offeree  company
deposited  or  tendered  pursuant to  a  Takeover  Offer  may  be
withdrawn  by an offeree at any time within seven days  from  the
date  the  offer has become effective following filing  with  the
Commissioner  and the offeree company and public announcement  of
the  terms  or after 60 days from the date the offer  has  become
effective.   If an offeror makes a Takeover Offer for  less  than
all  the outstanding equity securities of any class, and  if  the
number  of  securities tendered is greater than  the  number  the
offeror has offered to accept and make for, the securities  shall
be  accepted  pro  rata.  If an offeror varies  the  terms  of  a
Takeover  Offer  before  its expiration date  by  increasing  the
consideration  offered  to offeree, the offeror  shall  make  the
increased  consideration  for  all  equity  securities  accepted,
whether  accepted before or after the variation in the  terms  of
the offer.

  Under  the  Tennessee  Business  Combination  Act,  subject  to
certain  exceptions, no Tennessee corporation may engage  in  any
"business  combination" with an "interested  shareholder"  for  a
period  of  five  years following the date that such  shareholder
became  an interested shareholder unless prior to such  date  the
Board  of  Directors  of  the  corporation  approved  either  the
business  combination or the transaction which  resulted  in  the
shareholder becoming an interested shareholder.

  A  "business combination" is defined by the Tennessee  Business
Combination  Act as any (i) merger or consolidation;  (ii)  share
exchange; (iii) sale, lease, exchange, mortgage, pledge or  other
transfer  of assets representing 10% of more of (A) the aggregate
market  value of the corporation's consolidated assets,  (B)  the
aggregate  market value of the corporation's shares, or  (C)  the
corporation's consolidated net income; (iv) issuance or  transfer
of shares from the corporation to the interested shareholder, (v)
plan  of  liquidation of dissolution proposed by  the  interested
shareholder, (vi) transaction or recapitalization which increases
the  proportionate  share  of any outstanding  voting  securities
owned  or  controlled  by the interested  shareholder,  or  (vii)
financing   arrangement   whereby  any   interested   shareholder
receives,    directly   or   indirectly,   a    benefit    except
proportionately as a shareholder.

  An  "Interested shareholder" is defined as (i) any person  that
is the beneficial owner of 10% or more of the voting power of any
class or series of outstanding voting stock of the corporation or
(ii) an affiliate or associate of the corporation who at any time
within  the  five-year period immediately prior to  the  date  in
question was the beneficial owner, directly or indirectly, of 10%
or  more  of  the  voting power of any class  or  series  of  the
outstanding stock of the corporation.  Consummation of a business
combination  that  is  subject  to the  five-year  moratorium  is
permitted after such period when the transaction (a) (i) complies
with  all applicable charter and bylaw requirements and  (ii)  is
approved  by  the holders of two-thirds of the voting  stock  not
beneficially owned by the interested shareholder, and  (b)  meets
certain fair price criteria.

  The  Tennessee Greenmail Act prohibits a Tennessee  corporation
from  purchasing, directly or indirectly, any of its shares at  a
price  above  the  market value of such shares  (defined  as  the
average  of the highest and lowest closing market price for  such
shares during the 30 trading days preceding the purchase and sale
or  preceding the commencement or announcement of a tender  offer
if  the  seller  of such shares has commenced a tender  offer  or
announced  an intention to seek control of the corporation)  from
any  person who holds more than 3% of the class of securities  to
be  purchased if such person has held such shares for  less  than
two   years,  unless  the  purchase  has  been  approved  by  the
affirmative vote of a majority of the outstanding shares of  each
class  of  voting  stock  issued  by  such  corporation  or   the
corporation makes an offer, of at least equal value per share, to
all holders of shares of such class.
  
Ownership Limitations

  For  the  Company  to qualify as a REIT under the  Code,  among
other things, no more than 50% in value of its outstanding shares
of capital stock may be owned, directly or indirectly, by five or
fewer  shareholders  (as defined in the Code to  include  certain
entities)  during  the  last half of a  taxable  year,  and  such
capital  stock must be beneficially owned by 100 or more  persons
during at least 335 days of a taxable year of 12 months or during
a  proportionate part of a shorter taxable year.  To ensure  that
the  Company continues to meet the requirements for qualification
as  a REIT, the Company's Charter, subject to certain exceptions,
provides that no holder may own, or be deemed to own by virtue of
the  attribution provisions of the Code, shares of the  Company's
capital  stock in excess of the Ownership Limit.   The  Board  of
Directors  may  waive  the  Ownership Limit  with  respect  to  a
shareholder  if evidence satisfactory to the Board  of  Directors
and  the  Company's tax counsel is presented that the changes  in
ownership will not then or in the future jeopardize the Company's
status  as a REIT.  Any transfer of capital stock or any security
convertible into capital stock that would result in a  direct  or
indirect ownership of capital stock by a shareholder in excess of
the  Ownership Limit or that would result in the failure  of  the
Company  to  meet the requirements for qualification as  a  REIT,
including  any transfer that results in the capital  stock  being
owned  by fewer than 100 persons or results in the Company  being
"closely held" within the meaning of section 856(h) of the  Code,
shall  be null and void, and the intended transferee will acquire
no  rights  to the capital stock.  The foregoing restrictions  on
transferability  and ownership will not apply  if  the  Board  of
Directors  determines that it is no longer in the best  interests
of  the  Company to attempt to qualify, or to continue to qualify
as a REIT.

  Capital  stock owned, or deemed to be owned, or transferred  to
a  shareholder in excess of the Ownership Limit shall  be  deemed
Excess  Shares held by such holder as agent on behalf of, and  in
trust  for  the exclusive benefit of the transferees  (which  may
include the Company) to whom such capital stock may be ultimately
transferred  without violating the Ownership  Limit.   While  the
Excess  Shares are held in trust, the holder thereof will not  be
entitled to vote, the Excess Shares will not be considered issued
and  outstanding  for  purposes of any shareholder  vote  or  the
determination  of  a  quorum  for  such  vote  and,  except  upon
liquidation, will not be entitled to participate in dividends  or
other  distributions.   Any dividend or distribution  paid  to  a
proposed  transferee of Excess Shares prior to the  discovery  by
the  Company that capital stock has been transferred in violation
of  the Ownership Limitation shall be repaid to the Company  upon
demand.

  Excess  Shares are further subject to transfer at the direction
of  the Board of Directors.  If the Board of Directors directs  a
holder  of Excess Shares to sell such Excess Shares, such  holder
shall  pay  the  Company out of the proceeds  of  such  sale  all
expenses  incurred by the Company in connection  with  such  sale
plus  any  remaining amount of such proceeds  that  exceeds  that
amount paid by such holder for the Excess Shares.

  In  addition, the Company will have the right, for a period  of
six  months  during the time any Excess Shares are  held  by  the
holder  in  trust,  to redeem all or any portion  of  the  Excess
Shares  from the holder for the lesser of the price paid for  the
capital stock by the holder or the market price (as determined in
the  manner  set forth in the Company's charter) of  the  capital
stock on the date the Company give notice of its intent to redeem
such  Excess Shares.  The six month period begins on the date  on
which  the  Company receives written notice of  the  transfer  or
other  event resulting in the classification of capital stock  as
Excess Shares.

  Each  shareholder shall upon demand be required to disclose  to
the  Company  in  writing any information  with  respect  to  the
direct,   indirect  and  constructive  ownership  of   beneficial
interests  in  the  Company  as  the  Board  of  Directors  deems
necessary to comply with the provisions of the Code applicable to
REITs, to comply with the requirements of any taxing authority or
governmental agency or to determine any such compliance.

  The  Ownership  Limitation may have the  effect  of  precluding
acquisition  of  control  of  the Company  unless  the  Board  of
Directors determines that maintenance of REIT status is no longer
in the best interests of the Company.

Other Matters

  The  transfer  agent  and registrar for  the  Company's  Common
Stock is AmSouth Bank of Alabama, Birmingham, Alabama.

  Pursuant  to  the TBCA, the Company cannot merge with  or  sell
all  or  substantially all of the assets of the  Company,  except
pursuant  to a resolution approved by the affirmative vote  of  a
majority  of  the outstanding shares of Common Stock entitled  to
vote  on  the resolution.  In addition, the Partnership Agreement
requires that any merger or sale of all or substantially  all  of
the  assets  of  or dissolution of the Operating  Partnership  be
approved by the affirmative vote of a majority of the outstanding
units.

                 DESCRIPTION OF DEBT SECURITIES

  Capitalized terms not otherwise defined herein shall  have  the
meanings set forth in the Indenture.

  The  Debt  Securities are to be issued under  an  Indenture,  a
copy  of  the form of which has been filed as an exhibit  to  the
Registration  Statement of which this Prospectus is  a  part  and
incorporated herein by reference, subject to such supplements and
amendments  as  may  be  adopted  from  time  to  time  (each  an
"Indenture" and collectively, the "Indentures").  The  Indentures
will be executed by the Company and one or more trustees (each  a
"Trustee").   The Indenture is subject to, and governed  by,  the
Trust  Indenture  Act  of  1939, as  amended  (the  "TIA").   The
statements made hereunder relating to the Indenture and the  Debt
Securities  to  be  issued thereunder are  summaries  of  certain
provisions  thereof  and do not purport to be  complete  and  are
subject to, and are qualified in their entirety by reference  to,
all  provisions  of the Indenture and such Debt Securities.   All
section  references  appearing herein  are  to  sections  of  the
Indenture,  and  capitalized terms used but  not  defined  herein
shall have the respective meanings set forth in the Indenture.

General

  The  Debt  Securities  will  be direct  and  unsecured  general
obligations  of  the Company, unless otherwise  provided  in  the
Prospectus Supplement.  As indicated in the applicable Prospectus
Supplement, the Debt Securities may be either senior debt, senior
to  all future subordinated indebtedness of the Company and  pari
passu  with  other  current and future unsecured,  unsubordinated
indebtedness of the Company, or, in the alternative, subordinated
debt,  subordinate  in  right of payment to  current  and  future
senior  debt  and  pari  passu  with  other  future  subordinated
indebtedness  of  the Company.  The Indenture provides  that  the
Debt  Securities  may  be issued without limit  as  to  aggregate
principal  amount,  in  one  or more  series,  in  each  case  as
established from time to time in or pursuant to authority granted
by  a  resolution of the Board of Directors of the Company or  as
established  in  one  or  more  Indentures  supplemental  to  the
Indenture.  All Debt Securities of one series need not be  issued
at  the same time and, unless otherwise provided, a series may be
reopened,  without  the  consent  of  the  Holders  of  the  Debt
Securities  of  such  series, for issuances  of  additional  Debt
Securities of such series.

  The  Indenture provides that there may be more than one Trustee
thereunder,  each  with respect to one or  more  series  of  Debt
Securities.   Any Trustee under the Indenture may  resign  or  be
removed  with  respect to one or more series of Debt  Securities,
and  a successor Trustee may be appointed to act with respect  to
such series.  In the event that two or more persons are acting as
Trustee with respect to different series of Debt Securities, each
such  Trustee  shall be a Trustee of a trust under the  Indenture
separate  and  apart  from the trust administered  by  any  other
Trustee,  and, except as otherwise indicated herein,  any  action
described herein to be taken by the Trustee may be taken by  each
such  Trustee with respect to, and only with respect to, the  one
or  more series of Debt Securities for which it is Trustee  under
the Indenture.

  Reference is made to the Prospectus Supplement relating to  the
series  of  Debt Securities being offered for the specific  terms
thereof, including:

  1.     the  title  of  such Debt Securities (including  whether
          they  are senior debt or subordinated debt and  whether
          they are convertible);

  2.     the  aggregate principal amount of such Debt  Securities
          and any limit on such aggregate principal amount;

  3.     the  date  or dates, or the method for determining  such
          date  or  dates, on which the principal  of  such  Debt
          Securities will be payable;

  4.     the  rate or rates (which may be fixed or variable),  or
          the  method  by  which  such rate  or  rates  shall  be
          determined,  at  which such Debt Securities  will  bear
          interest, if any;

  5.     the  date  or dates, or the method for determining  such
          date  or  dates,  from  which any  such  interest  will
          accrue,  the dates on which any such interest  will  be
          payable,  the  record  dates for  determining  to  whom
          interest payments will be made, or the method by  which
          such  dates  shall be determined, the persons  to  whom
          such  interest  shall be payable, and  the  basis  upon
          which  interest shall be calculated if other than  that
          of a 360-day year of twelve 30-day months;

  6.     the   place  or  places  where  the  principal  of  (and
          premium,  if  any) and interest, if any, on  such  Debt
          Securities  will be payable, where such Debt Securities
          may  be  surrendered for conversion or registration  of
          transfer  or exchange, and where notices or demands  to
          or  upon the Company in respect of such Debt Securities
          and the Indenture may be served;

  7.     the  period or periods within which, the price or prices
          at  which, and the terms and conditions upon which such
          Debt  Securities may be redeemed, in whole or in  part,
          at the option of the Company, if the Company is to have
          such an option;

  8.     the  obligation,  if  any,  of the  Company  to  redeem,
          repay, or purchase such Debt Securities pursuant to any
          sinking fund or analogous provision or at the option of
          a  Holder  thereof,  and the period or  periods  within
          which, the price or prices at which, and the terms  and
          conditions  upon  which such Debt  Securities  will  be
          redeemed,  repaid or purchased, in whole  or  in  part,
          pursuant to such obligation;

  9.     the  price (stated as a percentage of par or the  stated
          principal amount of the Debt Securities) at which  such
          Debt  Securities will be issued and, if other than 100%
          of  the stated principal amount thereof, the portion of
          the   stated  principal  amount  thereof  payable  upon
          declaration of acceleration of the maturity thereof, or
          (if  applicable)  the portion of the  stated  principal
          amount  of  such  Debt Securities which is  convertible
          into  shares of Common Stock, Preferred Stock  or  Debt
          Securities  of another series, or the method  by  which
          any such portion shall be determined;

  10.    if  other  than U.S. dollars, the currency or currencies
          in  which  such  Debt  Securities are  denominated  and
          payable,  which may be a foreign currency or  units  of
          two  or more foreign currencies or a composite currency
          or  currencies,  and the terms and conditions  relating
          thereto;

  11.    whether  the  amount  of payments of principal  of  (and
          premium,  if  any) or interest, if any,  on  such  Debt
          Securities  may  be  determined with  reference  to  an
          index, formula or other method (which index, formula or
          method  may,  but  need not be, based  on  a  currency,
          currencies,   currency  unit  or  units  or   composite
          currency  or currencies) and the manner in  which  such
          amounts shall be determined;

  12.    any  additions  to, modifications of or  deletions  from
          the  terms of such Debt Securities with respect to  the
          Events  of  Default  or  covenants  set  forth  in  the
          Indenture;

          13.   whether  such Debt Securities will be  issued  in
          certificated or book-entry form;

  14.    whether  such  Debt Securities will be in registered  or
          bearer   form   and,   if  in  registered   form,   the
          denominations  thereof if other  than  $1,000  and  any
          integral  multiple thereof and, if in bearer form,  the
          denominations thereof and terms and conditions relating
          thereto;

  15.    the   applicability,  if  any,  of  the  defeasance  and
          covenant  defeasance provisions of Article XIV  of  the
          Indenture;

  16.    if  such  Debt  Securities are to  be  issued  upon  the
          exercise of Debt Securities Warrants, the time,  manner
          and  place for such Debt Securities to be authenticated
          and delivered;

  17.    the  terms,  if any, upon which Debt Securities  may  be
          convertible into Common Stock, Preferred Stock or  Debt
          Securities  of another series of the Company,  and  the
          terms and conditions upon which such conversion will be
          effected,  including, without limitation,  the  initial
          conversion price or rate and the conversion period;

  18.    if  convertible, in connection with the preservation  of
          the   Company's  status  as  a  REIT,  any   applicable
          limitations on the ownership or transferability of  the
          Common Stock, Preferred Stock or other capital stock of
          the   Company  into  which  such  Debt  Securities  are
          convertible;

  19.    whether  and  under what circumstances the Company  will
          pay additional amounts as contemplated in the Indenture
          on   such  Debt  Securities  in  respect  of  any  tax,
          assessment  or governmental charge and, if so,  whether
          the  Company will have the option to redeem  such  Debt
          Securities in lieu of making such payment;

  20.    the  terms, if any, upon which such Debt Securities will
          be subordinate to other debt of the Company; and

  21.    any   other   terms   of   such  Debt   Securities   not
          inconsistent with the provisions of the Indenture.

  The  Debt  Securities  may provide for  less  than  the  entire
principal  amount  thereof  to  be payable  upon  declaration  of
acceleration of the maturity thereof or may bear no  interest  or
may  bear  interest at a rate which at the time  of  issuance  is
below   market  rates  ("Original  Issue  Discount  Securities").
Special   U.S.   federal   income  tax,  accounting   and   other
considerations  applicable to Original Issue Discount  Securities
will be described in the applicable Prospectus Supplement.

  The  Indenture does not contain any other provision that  would
limit  the ability of the Company to incur indebtedness  or  that
would  afford holders of Debt Securities protection in the  event
of  a  highly  leveraged  or  similar transaction  involving  the
Company  or  in  the  event  of a change  of  control.   However,
restrictions  on ownership and transfers of the Company's  Common
Stock  are  designed  to  preserve its  status  as  a  REIT  and,
therefore, may act to prevent or hinder a change of control.  See
"Description of the Capital Stock of the Company."  Reference  is
made to the applicable Prospectus Supplement for information with
respect to any deletion from, modification of or addition to  the
Events  of Default or covenants of the Company that are described
below,  including any addition of a covenant or  other  provision
providing event risk or similar protection.

Denominations, Interest, Registration and Transfer

  Unless   otherwise  described  in  the  applicable   Prospectus
Supplement, the Debt Securities of any series will be issuable in
denominations of $1,000 and integral multiples thereof.

  Unless   otherwise  described  in  the  applicable   Prospectus
Supplement,  the principal of (and premium, if any) and  interest
on any series of Debt Securities will be payable at the corporate
trust office of the Trustee, provided that, at the option of  the
Company, payment of interest may be made by check mailed  to  the
address  of  the  person entitled thereto as it  appears  in  the
transfer  record  maintained in respect of such  series  of  Debt
Securities  or  by wire transfer of funds to such  person  at  an
account maintained within the United States.

  Any  interest not punctually paid or duly provided for  on  any
interest payment date with respect to a Debt Security ("Defaulted
Interest")  will forthwith cease to be payable to the  holder  on
the  applicable record date and may either be paid to the  person
in  whose  name such Debt Security is registered at the close  of
business on a special record date (the "Special Record Date") for
the  payment  of  such Defaulted Interest  to  be  fixed  by  the
Trustee, notice whereof shall be given to the holder of such Debt
Security not less than 10 days prior to such Special Record Date,
or  may  be paid at any time in any other lawful manner,  all  as
more completely described in the Indenture.

  Subject  to  certain limitations imposed upon  Debt  Securities
issued in book-entry form, the Debt Securities of any series will
be  exchangeable for other Debt Securities of the same series and
of  a  like  aggregate principal amount and  tenor  of  different
authorized  denominations upon surrender of such Debt  Securities
at  the  corporate  trust office of the  Trustee.   In  addition,
subject  to  certain  limitations imposed  upon  Debt  Securities
issued  in  book-entry form, the Debt Securities  of  any  series
shall   be   surrendered  for  conversion  (if   applicable)   or
registration of transfer thereof at the corporate trust office of
the  Trustee.   Every Debt Security surrendered  for  conversion,
registration  of transfer or exchange shall be duly  endorsed  or
accompanied  by  a  written instrument of transfer.   No  service
charge  will be made for any registration of transfer or exchange
of  Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge  payable
in connection therewith.  If the applicable Prospectus Supplement
refers  to  any  transfer  agent (in  addition  to  the  Trustee)
initially designated by the Company with respect to any series of
Debt  Securities,  the  Company  may  at  any  time  rescind  the
designation of any such transfer agent or approve a change in the
location through which any such transfer agent acts, except  that
the Company will be required to maintain a transfer agent in each
place  of  payment for such series.  The Company may at any  time
designate  additional transfer agents with respect to any  series
of Debt Securities.

  Neither  the Company nor the Trustee shall be required  to  (i)
issue,  register the transfer of or exchange Debt  Securities  of
any  series during a period beginning at the opening of  business
15 days before any selection of Debt Securities of that series to
be  redeemed and ending at the close of business on  the  day  of
mailing  of the relevant notice of redemption; (ii) register  the
transfer  of  or exchange any Debt Security, or portion  thereof,
called for redemption, except the unredeemed portion of any  Debt
Security  being  redeemed in part; or (iii) issue,  register  the
transfer  of  or  exchange  any  Debt  Security  which  has  been
surrendered for repayment at the option of the holder, except the
portion, if any, of such Debt Security not to be so repaid.

Merger, Consolidation or Sale

  The  Company, without the consent of the Holders of any of  the
Debt  Securities, may consolidate with, or sell, lease or  convey
all or substantially all of its assets to, or merge with or into,
any other corporation, provided that (a) either the Company shall
be  the continuing corporation or, the successor corporation  (if
other  than  the Company) formed by or resulting  from  any  such
consolidation or merger or which shall have received the transfer
of such assets shall expressly assume payment of the principal of
(and  premium, if any) and interest on all of the Debt Securities
and the due and punctual performance and observance of all of the
covenants   and  conditions  contained  in  the  Indenture;   (b)
immediately after giving effect to such transaction and  treating
any  indebtedness which becomes an obligation of the  Company  or
any Subsidiary as a result thereof as having been incurred and be
continuing;  and (c) an officer's certificate and  legal  opinion
covering such conditions shall be delivered to the Trustee.

Certain Covenants

Existence

  Except as permitted under "Merger, Consolidation or Sale,"  the
Company  will   do  or cause to be done all things  necessary  to
preserve  and  keep  in  full  force  and  effect  its  corporate
existence,   rights  (charter  and  statutory)  and   franchises;
provided,  however,  that the Company shall not  be  required  to
preserve  any  right  or  franchise if  it  determines  that  the
preservation thereof is no longer desirable in the conduct of its
business and that the loss thereof is not disadvantageous in  any
material respect to the holders of the Debt Securities.

Maintenance of Properties

  The Company will cause all of its properties used or useful  in
the conduct of its business or the business of any subsidiary  to
be  maintained  and  kept in good condition, repair  and  working
order and supplied with all necessary equipment and will cause to
be   made  all  necessary  repairs,  renewals,  replacements  and
improvements thereof, all as in the judgment of the  Company  may
be  necessary  so  that  the business carried  on  in  connection
therewith  may  be properly and advantageously conducted  at  all
times;  provided, however, that the Company and its  subsidiaries
shall  not  be prevented from selling or otherwise disposing  for
value its properties in the ordinary course of business.

Insurance

  The  Company will, and will cause each of its subsidiaries  to,
keep  all  of  its insurable properties insured against  loss  or
damage in accordance with industry practices and with insurers of
recognized responsibility and of suitable financial stability.

Payment of Taxes and Other Claims

  The  Company  will  pay or discharge or cause  to  be  paid  or
discharged,  before  the same shall become  delinquent,  (i)  all
taxes,  assessments and governmental charges  levied  or  imposed
upon it or any subsidiary or upon the income, profits or property
of  the Company or any subsidiary; and (ii) all lawful claims for
labor,  materials  and supplies which, if unpaid,  might  by  law
become a lien upon the property of the Company or any subsidiary;
provided, however, that the Company shall not be required to  pay
or  discharge  or cause to be paid or discharged  any  such  tax,
assessment,  charge  or  claim  whose  amount,  applicability  or
validity   is  being  contested  in  good  faith  by  appropriate
proceedings.

Provision of Financial Information

  Whether  or not the Company is subject to Section 13  or  15(d)
of  the  Exchange Act, the Company will, to the extent  permitted
under  the  Exchange  Act, file with the  Commission  the  annual
reports, quarterly reports and other documents which the  Company
would have been required to file with the Commission pursuant  to
such  Section  13  or 15(d) (the "Financial Statements")  if  the
Company  were  so subject, such documents to be  filed  with  the
Commission  on  or prior to the respective dates  (the  "Required
Filing  Dates") by which the Company would have been required  to
file  such documents if the Company were so subject.  The Company
will also in any event (x) within 15 days of each Required Filing
Date  file  with  the  Trustee  copies  of  the  annual  reports,
quarterly  reports  and other documents which the  Company  would
have  been  required  to  file with the  Commission  pursuant  to
Section  13  or  15(d) of the Exchange Act if  the  Company  were
subject to such section; and (y) if filing such documents by  the
Company  with the Commission is not permitted under the  Exchange
Act,  promptly upon written request and payment of the reasonable
cost of duplication and delivery, supply copies of such documents
to any holder of Debt Securities.

Additional Covenants

  Any  additional  covenant of the Company with  respect  to  any
series  of  Debt  Securities will be set forth in the  Prospectus
Supplement relating thereto.

Events of Default, Notice and Waiver

  The  Indenture provides that the following events  are  "Events
of  Default" with respect to any series of Debt Securities issued
thereunder:  (a)  default  for 30 days  in  the  payment  of  any
installment of interest on any Debt Security of such series;  (b)
default  in the payment of the principal of (or premium, if  any,
on)  any Debt Security of such series at its Maturity or  in  the
deposit of any sinking fund payment when and as due by the  terms
of any Debt Security; (c) default in the performance of any other
covenant of the Company contained in the Indenture (other than  a
covenant  added  to the Indenture solely for  the  benefit  of  a
series  of  Debt  Securities issued thereunder  other  than  such
series),  continued for 60 days after written notice as  provided
in  the  Indenture; (d) default in the payment  of  an  aggregate
principal  amount not less than $10,000,000 of  any  evidence  of
indebtedness of the Company or any mortgage, indenture  or  other
instrument  under which such indebtedness is issued or  by  which
such  indebtedness is secured, such default having occurred after
the expiration of any applicable grace period and having resulted
in  the  acceleration of the maturity of such  indebtedness,  but
only  if such indebtedness is not discharged or such acceleration
is  not  rescinded or annulled; (e) certain events of bankruptcy,
insolvency or reorganization, or court appointment of a receiver,
liquidator or trustee of the Company or for substantially all  of
its  properties; and (f) any other Event of Default provided with
respect to a particular series of Debt Securities.

  If  an  Event  of Default under the Indenture with  respect  to
Debt Securities of any series at the time outstanding occurs  and
is continuing, then in every such case the Trustee or the holders
of  not less than 25% in principal amount of the outstanding Debt
Securities  of that series may declare the principal amount  (or,
if  the Debt Securities of the series are Original Issue Discount
Securities  or Indexed Securities, such portion of the  principal
amount  as may be specified in the terms thereof) of all  of  the
Debt  Securities of that series to be due and payable immediately
by  written notice thereof to the Company (and to the Trustee  if
given  by  the  holders).  However, at  any  time  after  such  a
declaration  of acceleration with respect to Debt  Securities  of
such series (or of all Debt Securities then outstanding under the
Indenture,  as  the  case may be) has been  made,  but  before  a
judgment or decree for payment of the money due has been obtained
by  the  Trustee, the holders of not less than 25%  in  principal
amount  of outstanding Debt Securities of such series (or of  all
Debt Securities then outstanding under the Indenture, as the case
may   be)  may  rescind  and  annul  such  declaration  and   its
consequences  if  (a) the Company shall have deposited  with  the
Trustee  all required payments of the principal of (and  premium,
if any) and interest on the Debt Securities of such series (or of
all  Debt Securities then outstanding under the Indenture, as the
case  may  be),  plus certain fees, expenses,  disbursements  and
advances of the Trustee and (b) all Events of Default, other than
the  non-payment  of accelerated principal (or specified  portion
thereof), with respect to Debt Securities of such series  (or  of
all  Debt Securities then outstanding under the Indenture, as the
case  may  be)  have  been cured or waived  as  provided  in  the
Indenture.  The Indenture also provides that the holders  of  not
less  than a majority in principal amount of the outstanding Debt
Securities  of  any  series  (or  of  all  Debt  Securities  then
outstanding  under the Indenture, as the case may be)  may  waive
any   past  default  with  respect  to  such  series    and   its
consequences,  except  a  default  (x)  in  the  payment  of  the
principal  of  (or  premium, if any)  or  interest  on  any  Debt
Security  of  such  series or (y) in respect  of  a  covenant  or
provisions contained in the Indenture that cannot be modified  or
amended  without  the consent of the holder of  each  outstanding
Debt Security affected thereby.

  The  Trustee is required to give notice to the holders of  Debt
Securities  within  60  days of a default  under  the  Indenture;
provided,  however, that the Trustee may withhold notice  to  the
holders  of  any  series of Debt Securities of any  default  with
respect  to such series (except a default in the payment  of  the
principal  of  (or  premium, if any)  or  interest  on  any  Debt
Security  of  such series or in the payment of any  sinking  fund
installment  in respect of any Debt Security of such  series)  if
the Responsible Officers of the Trustee consider such withholding
to be in the interest of such Holders.

  The  Indenture  provides that no holder of Debt  Securities  of
any  series  may institute any proceeding, judicial or otherwise,
with  respect  to  the  Indenture or for any  remedy  thereunder,
except in the case of failure of the Trustee, for 60 days, to act
after  it has received a written request to institute proceedings
in  respect of an Event of Default from the holders of  not  less
than  25%  in principal amount of the outstanding Debt Securities
of such series as well as an offer of reasonable indemnity.  This
provision  will  not  prevent,  however,  any  holder   of   Debt
Securities  from instituting suit for the enforcement of  payment
of  the  principal of (and premium, if any) and interest on  such
Debt Securities at the respective due dates thereof.
  
  Subject  to provisions in the Indenture relating to its  duties
in  case  of  default,  the Trustee is  under  no  obligation  to
exercise any of its rights or powers under the Indenture  at  the
request  or  direction  of  any holder  of  any  series  of  Debt
Securities  then  outstanding under the  Indenture,  unless  such
holder  shall have offered to the Trustee reasonable security  or
indemnity.  The holders of not less than a majority in  principal
amount  of the Outstanding Debt Securities of any series  (or  of
all  Debt Securities then outstanding under the Indenture, as the
case may be) shall have the right to direct the time, method  and
place  of  conducting any proceeding for any remedy available  to
the  Trustee, or of exercising any trust or power conferred  upon
the  Trustee.   However, the Trustee may  refuse  to  follow  any
direction  which  is in conflict with any law or  the  Indenture,
which may involve the Trustee in personal liability or which  may
be  unduly prejudicial to the holders of Debt Securities of  such
series not joining therein.

  Within  120  days  after  the close of each  fiscal  year,  the
Company must deliver to the Trustee a certificate, signed by  one
of  several  specified  officers, stating  whether  or  not  such
officer has knowledge of any default under the Indenture and,  if
so,  specifying  each  such default and  the  nature  and  status
thereof.

Modification of the Indenture

  Modifications of and amendments to the Indenture  may  be  made
only  with the consent of the holders of not less than a majority
in  principal amount of all outstanding Debt Securities which are
affected  by  such modification or amendment; provided,  however,
that  no  such modification or amendment may, without the consent
of  the  holder of each such Debt Security affected thereby,  (a)
change   the  stated  maturity  of  the  principal  of,  or   any
installment  of interest (or premium, if any) on, any  such  Debt
Security;  (b)  reduce the principal amount of, or  the  rate  or
amount of interest on, or any premium on redemption of, any  such
Debt  Security, or reduce the amount of principal of an  Original
Issue  Discount  Security  that would be  due  and  payable  upon
declaration of acceleration of the majority thereof or  would  be
provable  in  bankruptcy,  or  adversely  affect  any  right   of
repayment of the holder of any such Debt Security; (c) change the
place  of  payment,  or  the  coin or currency,  for  payment  of
principal  of,  premium, if any, or interest  on  any  such  Debt
Security;  (d)  impair  the  right  to  institute  suit  for  the
enforcement  of any payment on or with respect to any  such  Debt
Security;  (e) reduce the above-stated percentage of  outstanding
Debt  Securities of any series necessary to modify or  amend  the
Indenture, to waive compliance with certain provisions thereof or
certain  defaults and consequences thereunder, or to  reduce  the
quorum or voting requirements set forth in the Indenture; or  (f)
modify  any  of the foregoing provisions or any of the provisions
relating  to  the  waiver  of certain past  defaults  or  certain
covenants, except to increase the required percentage  to  effect
such  action or to provide that certain other provisions may  not
be  modified or waived without the consent of the holder of  such
Debt Security.

  The Holders of not less than a majority in principal amount  of
each  series  of Outstanding Debt Securities have  the  right  to
waive  compliance  by the Company with certain covenants  in  the
Indenture.

  Modifications and amendments of the Indenture may  be  made  by
the Company and the Trustee without the consent of any holder  of
Debt  Securities  for  any  of the following  purposes:   (i)  to
evidence  the  succession of another person  to  the  Company  as
obligor under the Indenture; (ii) to add to the covenants of  the
Company  for the benefit of the holders of all or any  series  of
Debt Securities or to surrender any right or power conferred upon
the  Company in the Indenture; (iii) to add Events of Default for
the  benefit  of the holders of all or any series of  Securities;
(iv)  to  add  or  change  any  provision  of  the  Indenture  to
facilitate  the issuance of, or to liberalize certain  terms  of,
Debt  Securities in bearer form, or to permit or  facilitate  the
issuance of Debt Securities in uncertificated form, provided that
such  action  shall  not adversely affect the  interests  of  the
holders  of  the  Debt Securities of any series in  any  material
respect;  (v)  to  change  or  eliminate  any  provision  of  the
Indenture,  provided  that any such change or  elimination  shall
become   effective  only  when  there  are  no  Debt   Securities
outstanding  of  any  series  created  prior  thereto  which  are
entitled  to  the benefit of such provision; (vi) to  secure  the
Debt  Securities; (vii) to establish the form or  terms  of  Debt
Securities   of   any  series,  including  the   provisions   and
procedures,  if  applicable,  for the  conversion  of  such  Debt
Securities  into Common Stock or Preferred Stock of the  Company;
(viii)  to  provide  for  the  acceptance  of  appointment  by  a
successor Trustee or facilitate the administration of the  trusts
under  the Indenture, by more than one Trustee; (ix) to cure  any
ambiguity,  correct  or  supplement any provision  which  may  be
defective  or  inconsistent  or make any  other  provisions  with
respect  to  matters  or questions arising under  the  Indenture,
provided  that  such  action  shall  not  adversely  affect   the
interests  of  Holders of Debt Securities of any  series  in  any
material  respect; or (x) to supplement any of the provisions  of
the  Indenture  to the extent necessary to permit  or  facilitate
defeasance  and discharge of any series of such Debt  Securities,
provided  that  such  action  shall  not  adversely  affect   the
interests of the holders of the Debt Securities of any series  in
any material respect.

  The  Indenture provides that in determining whether the holders
of  the requisite principal amount of outstanding Debt Securities
of  a  series  have  given  any request,  demand,  authorization,
direction,  notice,  consent or waiver thereunder  or  whether  a
quorum is present at a meeting of holders of Debt Securities, (i)
the  principal amount of an Original Issue Discount Security that
shall  be  deemed to be outstanding shall be the  amount  of  the
principal thereof that would be due and payable as of the date of
such  determination  upon  declaration  of  acceleration  of  the
maturity  thereof; (ii) the principal amount of a  Debt  Security
denominated   in  a  foreign  currency  that  shall   be   deemed
outstanding  shall be the U.S. dollar equivalent,  determined  on
the  issue  date for such Debt Security, of the principal  amount
(or, in the case of an Original Issue Discount Security, the U.S.
dollar equivalent on the issue date of such Debt Security of  the
amount  determined as provided in (i) above); (iii) the principal
amount  of  an Indexed Security that shall be deemed  outstanding
shall  be  the principal face amount of such Indexed Security  at
original issuance, unless otherwise provided with respect to such
Indexed  Security  pursuant  to  the  Indenture;  and  (iv)  Debt
Securities  owned  by the Company or any other obligor  upon  the
Debt  Securities or any affiliate of the Company or of such other
obligor shall be disregarded.

  The  Indenture  contains provisions for convening  meetings  of
the  holders  of Debt Securities of a series.  A meeting  may  be
called at any time by the Trustee, and also, upon request, by the
Company or the holders of at least 10% in principal amount of the
outstanding Debt Securities of such series, in any such case upon
notice  given  as  provided  in the Indenture.   Except  for  any
consent  that  must be given by the holder of each Debt  Security
affected   by  certain  modifications  and  amendments   of   the
Indenture,  any  resolution presented at a meeting  or  adjourned
meeting  duly  reconvened at which a quorum  is  present  may  be
adopted  by the affirmative vote of the Holders of a majority  in
principal  amount  of  the outstanding Debt  Securities  of  that
series; provided, however, that, except as referred to above, any
resolution  with  respect to any request, demand,  authorization,
direction,  notice, consent, waiver or other action that  may  be
made,  given  or taken by the holders of a specified  percentage,
which  is  less  than  a  majority, in principal  amount  of  the
outstanding  Debt  Securities of a series may  be  adopted  at  a
meeting or adjourned meeting duly reconvened at which a quorum is
present  by the affirmative vote of the holders of such specified
percentage in principal amount of the outstanding Debt Securities
of  that series.  Any resolution passed or decision taken at  any
meeting of holders of Debt Securities of any series duly held  in
accordance  with the Indenture will be binding on all holders  of
Debt Securities of that series.  The quorum at any meeting called
to  adopt  a resolution, and at any reconvened meeting,  will  be
Persons holding or representing a majority in principal amount of
the  outstanding Debt Securities of a series; provided,  however,
that if any action is to be taken at such meeting with respect to
a consent or waiver which may be given by the Holders of not less
than   a   specified  percentage  in  principal  amount  of   the
outstanding Debt Securities of a series, the persons  holding  or
representing such specified percentage in principal amount of the
outstanding  Debt  Securities of such series  will  constitute  a
quorum.

  Notwithstanding the foregoing provisions, if any action  is  to
be taken at a meeting of holders of Debt Securities of any series
with  respect  to any request, demand, authorization,  direction,
notice,  consent,  waiver  or other  action  that  the  Indenture
expressly provides may be made, given or taken by the holders  of
a  specified  percentage in principal amount of  all  outstanding
Debt  Securities  affected thereby, or of  the  holders  of  such
series and one or more additional series: (i) there shall  be  no
minimum  quorum  requirement  for  such  meeting;  and  (ii)  the
principal  amount  of  the outstanding Debt  Securities  of  such
series that vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken
into   account  in  determining  whether  such  request,  demand,
authorization, direction, notice, consent, waiver or other action
has been made, given or taken under the Indenture.

Discharge, Defeasance and Covenant Defeasance

  The  Company  may discharge certain obligations to  holders  of
any  series  of  Debt  Securities  that  have  not  already  been
delivered  to the Trustee for cancellation and that  either  have
become due and payable or will become due and payable within  one
year (or scheduled for redemption within one year) by irrevocably
depositing with the Trustee, in trust, funds in such currency  or
currencies,  currency  unit or units  or  composite  currency  or
currencies in which such Debt Securities are payable in an amount
sufficient to pay the entire indebtedness on such Debt Securities
in respect of principal (and premium, if any) and interest to the
date of such deposit (if such Debt Securities have become due and
payable)  or  to the stated maturity or redemption date,  as  the
case may be.

  The  Indenture  provides  that, if the  provisions  of  Article
Fourteen thereof are made applicable to the Debt Securities of or
within  any  series pursuant to the Indenture,  the  Company  may
elect  either (a) to defease and be discharged from any  and  all
obligations with respect to such Debt Securities (except for  the
obligation to pay additional amounts, if any, upon the occurrence
of  certain events of tax, assessment or governmental charge with
respect  to  payments on such Debt Securities and the obligations
to  register the transfer or exchange of such Debt Securities, to
replace  temporary or mutilated, destroyed, lost or  stolen  Debt
Securities,  to maintain an office or agency in respect  of  such
Debt  Securities  and  to  hold  moneys  for  payment  in  trust)
("defeasance")  or (b) to be released from its  obligations  with
respect  to  such Debt Securities under the Indenture (being  the
restrictions described under "Certain Covenants") or, if provided
pursuant  to the Indenture, its obligations with respect  to  any
other  covenant, and any omission to comply with such obligations
shall  not  constitute  a default or an  Event  of  Default  with
respect  to  such  Debt  Securities ("Covenant  Defeasance"),  in
either case upon the irrevocable deposit by the Company with  the
Trustee,  in trust, of an amount, in such currency or currencies,
currency  unit  or units or composite currency or  currencies  in
which  such  Debt Securities are payable at stated  maturity,  or
Governmental Obligations (as defined below), or both,  applicable
to  such  Debt Securities which through the scheduled payment  of
principal  and  interest  in accordance  with  their  terms  will
provide  money  in an amount sufficient to pay the  principal  of
(and  premium, if any) and interest on such Debt Securities,  and
any  mandatory sinking fund or analogous payments thereon, on the
scheduled due dates therefor.

  Such  a  trust may only be established if, among other  things,
the  Company has delivered to the Trustee an opinion  of  counsel
(as specified in the Indenture) to the effect that the Holders of
such Debt Securities will not recognize income, gain or loss  for
U.S.  federal income tax purposes as a result of such  defeasance
or covenant defeasance and will be subject to U.S. federal income
tax on the same amounts, in the same manner and at the same times
as  would  have  been  the  case if such defeasance  or  covenant
defeasance had not occurred, and such opinion of counsel, in  the
case  of defeasance, must refer to and be based upon a ruling  of
the  Internal  Revenue Service or a change in  applicable  United
States  federal income tax law occurring after the  date  of  the
Indenture.

  "Government Obligations" means securities which are (i)  direct
obligations  of  the United States of America or  the  government
which issued the foreign currency in which the Debt Securities of
a  particular  series are payable, for the payment of  which  its
full  faith and credit is pledged or (ii) obligations of a person
controlled  or  supervised  by  and  acting  as  an   agency   or
instrumentality  of  the  United  States  of  America   or   such
government  which issued the foreign currency in which  the  Debt
Securities  of such series are payable, the payment of  which  is
unconditionally guaranteed as a full faith and credit  obligation
by the United States of America, or such other government, which,
in  either case, are not callable or redeemable at the option  of
the  issuer thereof, and shall also include a depository  receipt
issued by the bank or trust company as custodian with respect  to
any  such Government Obligation or a specific payment of interest
on  or  principal of any such Government Obligation held by  such
custodian for the account of the holder of a depository  receipt,
provided that (except as required by law) such custodian  is  not
authorized to make any deduction from the amount payable  to  the
holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific
payment  of interest on or principal of the Government Obligation
evidenced by such depository receipt.

  Unless   otherwise   provided  in  the  applicable   Prospectus
Supplement,  if  after  the Company has  deposited  funds  and/or
Government   Obligations   to  effect  defeasance   or   covenant
defeasance with respect to Debt Securities of any series, (a) the
holder  of  a  Debt Security of such series is entitled  to,  and
does,  elect pursuant to the Indenture or the terms of such  Debt
Security  to  receive  payment in a currency,  currency  unit  or
composite currency other than that in which such deposit has been
made  in respect of such Debt Security, or (b) a Conversion Event
(as  defined  below) occurs in respect of the currency,  currency
unit  or composite currency in which such deposit has been  made,
the  indebtedness  represented by such  Debt  Security  shall  be
deemed  to  have been and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any) and
interest  on  such Debt Security as they become due  out  of  the
proceeds yielded by converting the amount so deposited in respect
of  such  Debt  Security  into  the currency,  currency  unit  or
composite currency in which such Debt Security becomes payable as
a result of such election or such cessation of usage based on the
applicable  market exchange rate.  "Conversion Event"  means  the
cessation  of  use of (i) a currency, currency unit or  composite
currency both by the government of the country which issued  such
currency and for the settlement of transactions by a central bank
or  other  public  institutions of or  within  the  international
banking community, (ii) the ECU both within the European Monetary
System   and  for  the  settlement  of  transactions  by   public
institutions of or within the European Communities or  (iii)  any
currency  unit or composite currency other than the ECU  for  the
purposes for which it was established.  Unless otherwise provided
in   the  applicable  Prospectus  Supplement,  all  payments   of
principal  of  (and  premium if any) and  interest  on  any  Debt
Security  that is payable in foreign currency that ceases  to  be
used  by  its  government of issuance shall  be  made  in  U.  S.
dollars.

  In  the  event  the  Company effects covenant  defeasance  with
respect  to  any  Debt  Securities and such Debt  Securities  are
declared  due and payable because of the occurrence of any  Event
of  Default other than the Event of Default described  in  clause
(d) under "Events of Default, Notice and Waiver" with respect  to
the  Indenture  (which Sections would no longer be applicable  to
such Debt Securities) or described in clause (g) under "Events of
Default, Notice and Waiver" with respect to any other covenant as
to  which there has been covenant defeasance, the amount in  such
currency, currency unit or composite currency in which such  Debt
Securities  are  payable, and Government Obligations  on  deposit
with  the Trustee, will be sufficient to pay amounts due on  such
Debt Securities at the time of their stated maturity but may  not
be  sufficient to pay amounts due on such Debt Securities at  the
time  of  the acceleration resulting from such Event of  Default.
However, the Company would remain liable to make payment of  such
amounts due at the time of acceleration.

  The  applicable Prospectus Supplement may further describe  the
provisions,  if  any,  permitting  such  defeasance  or  covenant
defeasance,   including  any  modifications  to   the   provision
described above, with respect to the Debt Securities of or within
a particular series.

Conversion Rights

  The   terms  and  conditions,  if  any,  upon  which  the  Debt
Securities are convertible into Common Stock, Preferred Stock  or
Debt  Securities  of  another series will be  set  forth  in  the
applicable  Prospectus Supplement relating thereto.   Such  terms
will  include  whether such Debt Securities are convertible  into
Common  Stock,  Preferred  Stock or Debt  Securities  of  another
series,  the conversion price (or manner of calculation thereof),
the  conversion period, provisions as to whether conversion  will
be  at  the  option  of  the holders or the Company,  the  events
requiring  an  adjustment of the conversion price and  provisions
affecting conversion in the event of the redemption of such  Debt
Securities.  To protect the Company's status as a REIT, a  Holder
may  not convert any Debt Security, and such Debt Security  shall
not  be  convertible  by  any holder, if  as  a  result  of  such
conversion  any person would then be deemed to own,  directly  or
indirectly, more than 9.9% in value Company's outstanding capital
stock.

Global Securities

  The  Debt Securities of a series may be issued in whole  or  in
part  in  the form of one or more global securities (the  "Global
Securities")  that will be deposited with, or  on  behalf  of,  a
depositary   (the  "Depositary")  identified  in  the  applicable
Prospectus Supplement relating to such series.  Global Securities
may  be  issued in either registered or bearer form and in either
temporary  or  permanent  form.   The  specific  terms   of   the
depositary  arrangement  with  respect  to  a  series   of   Debt
Securities   will  be  described  in  the  applicable  Prospectus
Supplement   relating  to  such  series.   The   laws   of   some
jurisdictions require that certain purchasers of securities  take
physical  delivery of such securities in definitive  form.   Such
laws  may impair the ability to transfer beneficial interests  in
Debt Securities represented by Global Securities.

                DESCRIPTION OF DEPOSITARY SHARES

General

  The  Company  may,  at  its option, elect to  offer  fractional
shares  of  Preferred Stock, rather than full shares of Preferred
Stock.   In  such  event, the Company will issue  to  the  public
receipts  for Depositary Shares, each of which will  represent  a
fraction  (to be set forth in the Prospectus Supplement  relating
to  a  particular  series of Preferred Stock) of  a  share  of  a
particular series of Preferred Stock as described below.

  The  shares  of  any series of Preferred Stock  represented  by
Depositary  Shares  will be deposited under a  Deposit  Agreement
(the  "Deposit Agreement") between the Company and the depositary
named in the applicable Prospectus Supplement (the "Depositary").
Subject  to the terms of the Deposit Agreement, each owner  of  a
Depositary  Share  will  be  entitled,  in  proportion   to   the
applicable fraction of a share of Preferred Stock represented  by
such  Depositary Share, to all the rights and preferences of  the
Preferred Stock represented thereby (including dividend,  voting,
redemption and liquidation rights).

  The  Depositary Shares will be evidenced by depositary receipts
issued pursuant to the Deposit Agreement ("Depositary Receipts").
Depositary   Receipts  will  be  distributed  to  those   persons
purchasing the fractional shares of Preferred Stock in accordance
with the terms of the offering.  If Depositary Shares are issued,
copies  of the forms of Deposit Agreement and Depositary  Receipt
will  be  incorporated by reference in the Registration Statement
of  which this Prospectus is a part, and the following summary is
qualified in its entirety by reference to such documents.

  Pending  the  preparation  of  definitive  engraved  Depositary
Receipts,  the  Depositary may, upon the  written  order  of  the
Company,   issue  temporary  Depositary  Receipts   substantially
identical to (and entitling the holders thereof to all the rights
pertaining  to)  the definitive Depositary Receipts  but  not  in
definitive form. Definitive Depositary Receipts will be  prepared
thereafter  without unreasonable delay, and temporary  Depositary
Receipts  will be exchangeable for definitive Depositary Receipts
at the Company's expense.

Dividends and Other Distributions

  The  Depositary  will distribute all cash  dividends  or  other
cash distributions received in respect of the Preferred Stock  to
the   record  holders  of  Depositary  Shares  relating  to  such
Preferred  Stock  in proportion to the number of such  Depositary
Shares  owned  by such holders.  The Depositary shall  distribute
only   such  amount,  however,  as  can  be  distributed  without
attributing to any holder of Depositary Shares a fraction of  one
cent,  and the balance not so distributed shall be added  to  and
treated  as  part of the next sum received by the Depositary  for
distribution to record holders of Depositary Shares.

  In  the  event  of  a  distribution other  than  in  cash,  the
Depositary will distribute property received by it to the  record
holders  of  Depositary  Shares  entitled  thereto,  unless   the
Depositary  determines  that it is  not  feasible  to  make  such
distribution, in which case the Depositary may, with the approval
of  the  Company,  sell  such property  and  distribute  the  net
proceeds from such sale to such holders.

  The Deposit Agreement will also contain provisions relating  to
the manner in which any subscription or similar rights offered by
the  Company  to  holders of the Preferred Stock  shall  be  made
available to the holders of Depositary Shares.

Redemption of Depositary Shares

  If  a  series  of  Preferred  Stock represented  by  Depositary
Shares  is subject to redemption, the Depositary Shares  will  be
redeemed  from the proceeds received by the Depositary  resulting
from  the  redemption, in whole or in part,  of  such  series  of
Preferred Stock held by the Depositary.  The redemption price per
Depositary Share will be equal to the applicable fraction of  the
redemption price per share payable with respect to such series of
Preferred   Stock.   Whenever  the  Company  redeems  shares   of
Preferred  Stock  held  by the Depositary,  the  Depositary  will
redeem  as  of the same redemption date the number of  Depositary
Shares  representing the shares of Preferred Stock  so  redeemed.
If  fewer than all the Depositary Shares are to be redeemed,  the
Depositary Shares to be redeemed will be selected by lot  or  pro
rata as may be determined by the Depositary.

  After  the date fixed for redemption, the Depositary Shares  so
called  for  redemption  will no longer be  outstanding  and  all
rights of the holders of the Depositary Shares will cease, except
the  right  to  receive the money, securities or  other  property
payable  upon such redemption and any money, securities or  other
property  to  which  the holders of such Depositary  Shares  were
entitled upon such redemption upon surrender to the Depositary of
the Depositary Receipts evidencing such Depositary Shares.

Voting the Preferred Stock

  Upon  receipt of notice of any meeting at which the holders  of
Preferred  Stock are entitled to vote, the Depositary  will  mail
the information contained in such notice of meeting to the record
holders  of  the  Depositary Shares relating  to  such  Preferred
Stock.   Each  record  holder of such Depositary  Shares  on  the
record  date (which will be the same date as the record date  for
the  Preferred Stock) will be entitled to instruct the Depositary
as  to the exercise of the voting rights pertaining to the amount
of  Preferred  Stock  represented  by  such  holder's  Depositary
Shares.  The Depositary will endeavor, insofar as practicable, to
vote the amount of Preferred Stock represented by such Depositary
Shares in accordance with such instructions, and the Company will
agree  to  take all action which may be deemed necessary  by  the
Depositary  in  order  to enable the Depositary  to  do  so.  The
Depositary may abstain from voting shares of Preferred  Stock  to
the  extent  it does not receive specific instructions  from  the
holders of Depositary Shares representing such Preferred Stock.

Amendment and Termination of the Depositary Agreement

  The  form  of  Depositary  Receipt  evidencing  the  Depositary
Shares and any provision of the Deposit Agreement may at any time
be  amended  by agreement between the Company and the Depositary.
However,  any amendment that materially and adversely alters  the
rights  of the holders of Depositary Shares will not be effective
unless  such  amendment has been approved by the  holders  of  at
least a majority of the Depositary Shares then outstanding.   The
Deposit  Agreement  may  be terminated  by  the  Company  or  the
Depositary  only  if (i) all outstanding Depositary  Shares  have
been  redeemed  or  (ii) there has been a final  distribution  in
respect   of   the  Preferred  Stock  in  connection   with   any
liquidation,  dissolution or winding up of the Company  and  such
distribution  has been distributed to the holders  of  Depositary
Receipts.

Charges of Depositary

  The   Company  will  pay  all  transfer  and  other  taxes  and
governmental  charges arising solely from the  existence  of  the
depositary  arrangements. The Company will  pay  charges  of  the
Depositary  in  connection  with  the  initial  deposit  of   the
Preferred  Stock  and  any  redemption of  the  Preferred  Stock.
Holders of Depositary Receipts will pay other transfer and  other
taxes  and governmental charges and such other charges, including
a  fee  for  the  withdrawal of shares of  Preferred  Stock  upon
surrender  of Depositary Receipts, as are expressly  provided  in
the Deposit Agreement to be for their accounts.

Miscellaneous

  The  Depositary will forward to holders of Depository  Receipts
all   reports  and  communications  from  the  Company  that  are
delivered  to the Depositary and that the Company is required  to
furnish to holders of Preferred Stock.

  Neither the Depositary nor the Company will be liable if it  is
prevented  or  delayed  by  law or any  circumstance  beyond  its
control   in   performing  its  obligations  under  the   Deposit
Agreement.   The  obligations of the Company and  the  Depositary
under  the  Deposit Agreement will be limited to  performance  in
good  faith  of  their duties thereunder and  they  will  not  be
obligated to prosecute or defend any legal proceeding in  respect
of  any  Depositary Shares or Preferred Stock unless satisfactory
indemnity  is  furnished.  They may rely upon written  advice  of
counsel  or accountants, or upon information provided by  persons
presenting  Preferred  Stock for deposit, holders  of  Depositary
Receipts  or  other  persons believed  to  be  competent  and  on
documents believed to be genuine.

Resignation and Removal of the Depositary

  The  Depositary  may resign at any time by  delivering  to  the
Company notice of its election to do so, and the Company  may  at
any  time remove the Depositary, any such resignation or  removal
to take effect upon the appointment of a successor Depositary and
its  acceptance  of such appointment.  Such successor  Depositary
must be appointed within 60 days after delivery of the notice  of
resignation or removal.

Restrictions on Ownership

  In  order to safeguard the Company against an inadvertent  loss
of  REIT  status,  the Deposit Agreement will contain  provisions
restricting the ownership and transfer of Depositary Shares. Such
restrictions  will  be  described in  the  applicable  Prospectus
Supplement  and  will be referenced on the applicable  Depositary
Receipts.

               FEDERAL INCOME TAX CONSIDERATIONS

  The   following   summary  of  material  federal   income   tax
considerations  that may be relevant to a prospective  holder  of
the securities offered hereby ("Offered Securities") is based  on
current  law,  is for general information only  and  is  not  tax
advice.  The discussion contained herein does not purport to deal
with  all  aspects of taxation that may be relevant to particular
security  holders  in light of their personal investment  or  tax
circumstances,  or  to  certain types of shareholders  (including
insurance    companies,   tax-exempt   organizations,   financial
institutions or broker-dealers, foreign corporations and  persons
who  are  not citizens or residents of the United States) subject
to special treatment under the federal income tax laws.

  The   statements  in  this  discussion  are  based  on  current
provisions  of  the  Code,  existing,  temporary  and   currently
proposed   Treasury  regulations  promulgated  under   the   Code
("Treasury  Regulations"), the legislative history of  the  Code,
existing administrative rulings and practices of the Service  and
judicial  decisions.   No  assurance can  be  given  that  future
legislative,  judicial, or administrative actions  or  decisions,
which  may be retroactive in effect, will not affect the accuracy
of  any  statements  in  this  Prospectus  with  respect  to  the
transactions entered into or contemplated prior to the  effective
date  of  such  changes.   As  used in  this  section,  the  term
"Company"  refers  solely to Mid-America  Apartment  Communities,
Inc. and the term "Property Partnership" refers to all subsidiary
partnerships  of  the Company with the exception  of  Mid-America
Apartments,  L.P.,  which  is  referred  to  as  the   "Operating
Partnership."

  EACH  PROSPECTIVE PURCHASER IS ADVISED TO  CONSULT  HIS  TAX
  ADVISOR  REGARDING THE SPECIFIC TAX CONSEQUENCES TO  HIM  OF
  THE  PURCHASE, OWNERSHIP AND SALE OF THE OFFERED  SECURITIES
  AND  OF  THE  COMPANY'S ELECTION TO  BE  TAXED  AS  A  REIT,
  INCLUDING THE FEDERAL, STATE, LOCAL, FOREIGN, AND OTHER  TAX
  CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE, AND ELECTION
  AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

General

  The  Company  has elected to be taxed as a REIT under  Sections
856  through 860 of the Code effective for its short taxable year
ending  on  December  31,  1994.   The  Company  believes   that,
commencing with its 1994 taxable year,  it has been organized and
has  operated  in such a manner as to qualify for taxation  as  a
REIT  under  the  Code, and the Company intends  to  continue  to
operate in such a manner, but no assurance can be given that  the
Company  will  operate  in a manner so as to  qualify  or  remain
qualified as a REIT. See "Failure to Qualify".

  Baker,  Donelson, Bearman & Caldwell has acted as  tax  counsel
to  the  Company.  The Company has obtained an opinion of  Baker,
Donelson,  Bearman  &  Caldwell as  to  its  REIT  qualification.
Continued qualification and taxation as a REIT will depend on the
Company's  ability to meet on a continuing basis, through  actual
annual   operating  results,  distribution  levels,   and   stock
ownership, the various qualification tests imposed under the Code
discussed  below.   No  assurance can be given  that  the  actual
results  of  the  Company's operation for any particular  taxable
year will satisfy such requirements.  For a discussion of the tax
consequences of failure to qualify as a REIT, see "-- Failure  to
Qualify".

  The   sections  of  the  Code  relating  to  qualification  and
operation  as  a  REIT  are highly technical  and  complex.   The
following discussion sets forth the material aspects of the  Code
sections that govern the federal income tax treatment of  a  REIT
and  its  shareholders.   The  discussion  is  qualified  in  its
entirety  by the applicable Code provisions, Treasury Regulations
promulgated   thereunder   and   administrative   and    judicial
interpretations  thereof,  all of which  are  subject  to  change
prospectively or retrospectively.

  If  the  Company qualifies for taxation as a REIT, it generally
will  not  be  subject to federal corporate income taxes  on  net
income  that  it  currently distributes  to  shareholders.   This
treatment  substantially eliminates the "double taxation"  (i.e.,
taxation  at  both  the  corporate and shareholder  levels)  that
generally    results   from   investment   in   a    corporation.
Notwithstanding its REIT election, however, the Company  will  be
subject  to  federal  income tax in the following  circumstances.
First,  the Company will be taxed at regular corporate  rates  on
any  undistributed  taxable income, including  undistributed  net
capital  gains.  Second, under certain circumstances, the Company
may   be  subject  to  the  "alternative  minimum  tax"  on   its
undistributed items of tax preference. Third, if the Company  has
(i) net income from the sale or other disposition of "foreclosure
property" (which is, in general, property acquired by foreclosure
or  otherwise on default of a loan secured by the property)  that
is held primarily for sale to customers in the ordinary course of
business  or  (ii)  other non-qualifying income from  foreclosure
property, it will be subject to tax at the highest corporate rate
on  such  income.   Fourth, if the Company has  net  income  from
prohibited transactions (which are, in general, certain sales  or
other  dispositions of property (other than foreclosure property)
held  primarily for sale to customers in the ordinary  course  of
business), such income will be subject to a 100% tax.  Fifth,  if
the  Company should fail to satisfy the 75% gross income test  or
the   95%  gross  income  test  (as  discussed  below),  and  has
nonetheless  maintained  its  qualification  as  a  REIT  because
certain other requirements have been met, it will be subject to a
100%  tax on the gross income attributable to the greater of  the
amount by which the Company fails the 75% or 95% test, multiplied
by  a  fraction  intended to reflect the Company's profitability.
Sixth,  if  the  Company  should fail to distribute  during  each
calendar  year  at least the sum of (i) 85% of its REIT  ordinary
income  for  such  year, (ii) 95% of its REIT  capital  gain  net
income  for such year, and (iii) any undistributed taxable income
from  prior  years,  the  Company would  be  subject  to  a  non-
deductible  4%  excise  tax  on  the  excess  of  such   required
distribution  over  the  amounts actually  distributed.   To  the
extent  that the Company elects to retain and pay income  tax  on
its  net  capital gain, such retained amounts will be treated  as
having  been  distributed for purposes  of  the  4%  excise  tax.
Seventh,  if  the Company acquires any asset from a C corporation
(i.e.,  a  corporation generally subject to full  corporate-level
tax)  in  a  transaction in which the basis of the asset  in  the
Company's  hands is determined by reference to the basis  of  the
asset (or any other asset) in the hands of the C corporation, and
the  Company  recognizes gain on the disposition  of  such  asset
during  the  10-year period beginning on the date on  which  such
asset  was acquired by the Company, then, to the extent  of  such
asset's "built-in" gain (i.e. the excess of the fair market value
of  such property at the time of acquisition by the Company  over
the adjusted basis of such asset at such time), such gain will be
subject  to  tax at the highest regular corporate rate applicable
(as  provided  in  Treasury Regulations that have  not  yet  been
promulgated).   The results described above with respect  to  the
recognition of "built-in" gain assume that the Company would have
an  election pursuant to IRS Notice 88-19 if it were to make  any
such acquisition.  See "-- Recent and Pending Legislation."

Requirements for Qualification

  The  Code defines a REIT as a corporation, trust or association
(i)  that  is managed by one or more directors or trustees;  (ii)
the  beneficial  ownership of which is evidenced by  transferable
shares  or  by transferable certificates of beneficial  interest;
(iii)  that would be taxable as a domestic corporation,  but  for
Sections  856  through 860 of the Code; (iv) that  is  neither  a
financial institution nor an insurance company subject to certain
provisions of the Code; (v) the beneficial ownership of which  is
held  by 100 or more persons; (vi) not more than 50% in value  of
the  outstanding stock of which is owned, directly or indirectly,
by  five  or fewer individuals (as defined in the Code to include
certain entities) during the last half  of each taxable year (the
"5/50  Rule"); (vii) that makes an election to be a REIT (or  has
made such election for a previous taxable year) and satisfies all
relevant filing and other administrative requirements established
by the Service that must be met in order to elect and to maintain
REIT  status; (viii) that uses a calendar year for federal income
tax purposes and complies with the recordkeeping requirements  of
the  Code  and  Treasury Regulations promulgated thereunder;  and
(ix)  that  meets certain other tests, described below, regarding
the  nature  of  its income and assets.  The Code  provides  that
conditions  (i) through (iv), inclusive, must be met  during  the
entire taxable year and that condition (v) must be met during  at
least  335  days  of  a taxable year of 12 months,  or  during  a
proportionate part of a taxable year of less than 12 months.  The
Company  has  issued  sufficient  shares  of  Common  Stock   and
Preferred Stock with sufficient diversity of ownership  to  allow
the  Company  to satisfy requirements (v) and (vi). In  addition,
the   Company's  Charter  contains  restrictions  regarding   the
transfer of its shares that are intended to assist the Company in
continuing to satisfy the share ownership requirements  described
in  (v) and (vi) above. See "Description of the Capital Stock  of
the Company - Ownership Limitations."

  For  purposes  of determining Share Ownership  under  the  5/50
Rule,  a supplemental unemployment compensation benefits plan,  a
private foundation, or a portion of a trust permanently set aside
or   used  exclusively  for  charitable  purposes  generally   is
considered  an  individual.  A trust that is  a  qualified  trust
under  Code  Section 401(a), however, generally is not considered
an  individual and the beneficiaries of such trust are treated as
holding  shares  of  a  REIT  in proportion  to  their  actuarial
interests in such trust for purposes of the 5/50 Rule.

  The  Company  currently has 10 corporate subsidiaries  and  may
have  additional  corporate subsidiaries  in  the  future.   Code
Section  856(i) provides that a corporation that is a  "qualified
REIT  subsidiary" shall not be treated as a separate corporation,
and  all  assets, liabilities and items of income, deduction  and
credit  of  a  "qualified REIT subsidiary" shall  be  treated  as
assets, liabilities and items of income, deduction and credit  of
the REIT.  A "qualified REIT subsidiary" is a corporation, all of
the  capital stock of which has been owned by the REIT  from  the
commencement of such corporation's existence.  Thus, in  applying
the  requirements described herein, the Company's "qualified REIT
subsidiaries" are ignored, and all assets, liabilities and  items
of  income,  deduction  and credit of such subsidiaries  will  be
treated as assets, liabilities and items of income, deduction and
credit of the Company.  The Company's corporate subsidiaries  are
"qualified  REIT subsidiaries" and, consequently, not subject  to
federal  corporate income taxation, although they may be  subject
to state and local taxation.

  In  the  case  of  a REIT which is a partner in a  partnership,
Treasury Regulations provide that the REIT will be deemed to  own
its  proportionate  share  (based  on  the  REIT's  interest   in
partnership capital) of the assets of the partnership and will be
deemed  to  be  entitled to the gross income of  the  partnership
attributable  to  such share. In addition, the character  of  the
assets  and gross income of the partnership will retain the  same
character in the hands of the REIT for purposes of Section 856 of
the  Code, including satisfying the gross income and asset  tests
(as discussed below).  Thus, the Company's proportionate share of
the  assets,  liabilities and items of  income  of  the  Property
Partnerships shall be treated as assets, liabilities and items of
the  Company for purposes of applying the requirements  described
herein.

Income Tests

  In  order  for the Company to maintain its qualification  as  a
REIT,  there are two requirements relating to the Company's gross
income  that must be satisfied annually.  First, at least 75%  of
the   Company's  gross  income  (excluding  gross   income   from
prohibited  transactions) for each taxable year must  consist  of
defined  types  of  income derived directly  or  indirectly  from
investments  relating  to  real property  or  mortgages  on  real
property  (including "rents from real property" and,  in  certain
circumstances, interest) or temporary investment income.  Second,
at  least  95%  of  the Company's gross income  (excluding  gross
income  from prohibited transactions) for each taxable year  must
be derived from such real property or temporary  investments, and
from dividends, interest and gain from the sale or disposition of
stock  or  securities, or from any combination of the  foregoing.
The  specific  application  of these  tests  to  the  Company  is
discussed below.

  Rents received by the Company will qualify as "rents from  real
property" in satisfying the gross income requirements for a  REIT
described  above only if several conditions are met.  First,  the
amount  of  rent  must not be based in whole or in  part  on  the
income  or  profits  of any person; provided,  however,  that  an
amount  received or accrued generally will not be  excluded  from
the  term  "rents from real property" solely by reason  of  being
based  on a fixed percentage or percentages of receipts or sales.
Second,  the  Code provides that rents received from  a  resident
will not qualify as "rents from real property" if the Company, or
an   owner   of   10%  or  more  of  the  Company,  directly   or
constructively  owns  10% or more of such  resident  (a  "Related
Party   Tenant").   Third,  if  rent  attributable  to   personal
property, leased in connection with a lease of real property,  is
greater than 15% of the total rent received under the lease, then
the  portion of rent attributable to such personal property  will
not  qualify as "rents from real property."  Finally,  for  rents
received  to  qualify as "rents from real property," the  Company
generally  must not operate or manage the property or furnish  or
render  services  to  the tenants of such  property,  other  than
through an "independent contractor" who is adequately compensated
and  from  whom the Company derives no revenue.  The "independent
contractor"  requirement, however, does not apply to  the  extent
that  the  services  provided  by the  Company  are  "usually  or
customarily rendered" in connection with the rental of space  for
occupancy only and are not otherwise considered "rendered to  the
occupant."   The Company does not charge, and does not anticipate
charging, rent for any portion of any Property that is  based  in
whole or in part on the income or profits of any person, and  the
Company does not receive, and does not anticipate receiving,  any
rents from Related Party Tenants. The Company does not anticipate
that  rent attributable to personal property leased in connection
with  any  lease of real property will exceed 15% of  total  rent
received  under  such  lease. The Operating Partnership  provides
certain services with respect to the Communities and with respect
to the Communities of the Subsidiary Partnerships.

  The  Operating  Partnership receives fees in  consideration  of
the  performance  of  management, landscaping and  administrative
services  with  respect to properties that are not wholly  owned,
directly or indirectly, by the Operating Partnership.  A  portion
of  such  fees generally will not qualify under the  75%  or  95%
gross  income tests.  The Company will also receive certain other
types of non-qualifying income, such as income from coin-operated
laundry machines and income from corporate and guests apartments.
The  Company believes, however, that the aggregate amount of such
fees and other non-qualifying income in any taxable year will not
cause  the Company to exceed the limits on non-qualifying  income
under the 75% and 95% gross income tests.

  It  is  possible  that, from time to time,  the  Company  or  a
Property  Partnership  will enter into hedging  transaction  with
respect  to one or more of its assets or liabilities.   Any  such
hedging  transactions could take a variety  of  forms,  including
interest  rate  swap  contracts,  interest  rate  cap  or   floor
contracts,  futures or forward contracts, and  options.   To  the
extent that the Company or a Property Partnership enters into  an
interest  rate  swap or cap contract to hedge any  variable  rate
indebtedness incurred to acquire or carry real estate assets, any
periodic  income  or gain from the disposition of  such  contract
should  be qualifying income for purposes of the 95% gross income
test.   To  the extent that the Company or a Property Partnership
hedges  with  other types of financial instruments  or  in  other
situations,  it  may not be entirely clear how  the  income  from
those  transactions will be treated for purposes of  the  various
income  tests  that apply to REITs under the Code.   The  Company
intends  to  structure any hedging transactions in a manner  that
does not jeopardize its status as a REIT.

  Fees  to  perform  property management services  for  apartment
properties that we do not own will not qualify under the  75%  or
the  95%  gross income tests.  Flournoy Development Company,  our
unconsolidated subsidiary, receives these fees.  In addition, the
Company (or the Operating Partnership) may receive certain  other
types  of  income with respect to our properties  that  will  not
qualify  for  either  of  these  tests.   The  Company  believes,
however,  that  the  aggregate amount  of  such  fees  and  other
non-qualifying  income in any taxable year  will  not  cause  the
Company to exceed the limits for non-qualifying income under  the
75% and 95% gross income tests.

  If  the Company fails to satisfy one or both of the 75% or  95%
gross  income  tests  for any taxable year, it  may  nevertheless
qualify as a REIT for such year if it is entitled to relief under
certain   provisions  of  the  Code.   These  relief   provisions
generally will be available if the Company's failure to meet such
tests was due to reasonable cause and not due to willful neglect,
the  Company attaches a schedule of the sources of its income  to
its  return and any income information on the schedules  was  not
due  to  fraud  with  intent to evade tax. It  is  not  possible,
however, to state whether in all circumstances the Company  would
be  entitled  to  the  benefit  of these  relief  provisions.  As
discussed  above  in "General," even if these  relief  provisions
were  to apply, a tax would be imposed with respect to the excess
net income.

Asset Tests

  At  the  close of each quarter of its taxable year, the Company
also must satisfy two tests relating to the nature of its assets.
First,  at  least 75% of the value of the Company's total  assets
must  be  represented  by cash or cash items  (including  certain
receivables), government securities, "real estate assets" or,  in
cases where the Company raises new capital through shares or long-
term  (at least five years) debt offerings, temporary investments
in   shares  or  debt  instruments  during  the  one-year  period
following the Company's receipt of such capital.  The term  "real
estate  asset" includes interests in real property, interests  in
mortgages  on  real property to the extent the  mortgage  balance
does  not  exceed the value of the associated real  property  and
shares  of other REITS.  For purposes of the 75% asset test,  the
term "interest in real property" includes an interest in land and
improvements  thereon,  such  as buildings  or  other  inherently
permanent   structures  (including  items  that  are   structural
components of such buildings or structures), a leasehold in  real
property  and an option to acquire real property (or a  leasehold
in  real  property).  Second, of the investments not included  in
the  75%  asset  class, the value of any one issuer's  securities
owned  by  the  Company may not exceed 5% of  the  value  of  the
Company's total assets and the Company may not own more than  10%
of any one issuer's outstanding voting securities (except for its
ownership interest in the Property Partnerships or the stock of a
qualified  REIT subsidiary as defined by Section  856(i)  of  the
Code).  See "Recent and Pending Legislation."

  For  purposes of the asset tests, the Company is deemed to  own
its   proportionate  share  of  the  assets   of   the   Property
Partnerships, and the qualified REITS subsidiaries,  rather  that
its  partnership or shareholder interests therein.   The  Company
believes  that,  at all relevant times (i) at least  75%  of  the
value  of  its  total  assets has been and will  continue  to  be
represented by real estate assets, cash and cash items (including
receivables) and government securities and (ii) it has not  owned
and will not own any securities that do not satisfy the 75% asset
test.  In addition, the Company does not intend to acquire or  to
dispose  of,  or  cause any of the Property Partnerships  or  the
qualified  REIT subsidiaries to acquire or to dispose of,  assets
in  the  future  in a way that would cause it to  violate  either
asset test.

  The  Operating Partnership owns all of the nonvoting stock  and
1%  of  the  voting stock of Flournoy Development  Company  which
represents 95% of the equity of Flournoy Development Company with
the   remaining  equity  interests  currently  owned  by  certain
officers of Mid-America Apartment Communities, Inc.  The  Company
is  considered  to own its pro rata share of the  assets  of  the
Operating  Partnership,  including  the  securities  of  Flournoy
Development Company. The Operating Partnership will not own  more
than 10% of the voting securities of Flournoy Development Company
and,  therefore, the Company will not own more than  10%  of  the
voting  securities of Flournoy Development Company.  In addition,
the  Company believes that its pro rata share of the value of the
securities of Flournoy Development Company will not exceed 5%  of
the total value of its assets.  The Company's belief is based  in
part upon its analysis of the anticipated operating cash flows of
Flournoy Development Company.  No independent appraisals will  be
obtained to support this conclusion, and Baker, Donelson, Bearman
&  Caldwell  in rendering its opinion regarding our qualification
as  a  REIT, will rely on a representation by us with respect  to
the  value  of  Baker,  Donelson,  Bearman  &  Caldwell.   There,
however,  can be no assurance that the IRS will not contend  that
the  value  of  the  securities of Flournoy  Development  Company
exceeds the 5% value limitation.

  As  noted above, the 5% value requirement must be satisfied  at
or  within 30 days after the end of each quarter during which  we
increase  our  direct  or  indirect ownership  of  securities  of
Flournoy Development Company (including as a result
of   increasing  our  interest  in  the  Operating  Partnership).
Although we plan to take steps to ensure that we will satisfy the
5%  value test for any quarter with respect to which retesting is
to  occur, there can be no assurance that such steps always  will
be  successful  or will not require a reduction in the  Operating
Partnership's overall interest in Flournoy Development Company.

  If  the  Company should fail to satisfy the asset tests at  the
end  of a calendar quarter, such a failure would not cause it  to
lose  its REIT status if (i) it satisfied all of the asset  tests
at  the  close  of the preceding calendar quarter  and  (ii)  the
discrepancy  between the value of the Company's  assets  and  the
asset  test requirements arose from changes in the market  values
of  its  assets  and  was  not wholly  or  partly  caused  by  an
acquisition of nonqualifying assets.  If the condition  described
in  clause (ii) of the preceding sentence were not satisfied, the
Company  still  could avoid disqualification by  eliminating  any
discrepancy  within  30  days after the  close  of  the  calendar
quarter in which it arose.

Annual Distribution Requirements

  The  Company, in order to qualify as a REIT and avoid corporate
income  taxation of the earnings that it distributes, is required
to    distribute   distributions   (other   than   capital   gain
distributions  or retained capital gains) to its shareholders  in
an  amount  at  least equal to (i) the sum  of  (A)  95%  of  the
Company's "REIT taxable income" (computed without regard  to  the
dividends paid deduction and its net capital gain) and (B) 95% of
the  net  income (after tax), if any, from foreclosure  property,
minus  (ii)  the  sum of certain items of noncash  income.   Such
distributions  must  be paid in the taxable year  to  which  they
relate,  or in the following taxable year if declared before  the
Company timely files its tax return for such year and if paid  on
or  before  the  first regular distribution  payment  after  such
declaration.  To the extent that the Company does not  distribute
all of its net capital gain or distributes at least 95%, but less
than 100%, of its "REIT taxable income," as adjusted, it will  be
subject  to  tax  on the undistributed amount at regular  capital
gains  and  ordinary  corporate tax rates.  Furthermore,  if  the
Company  should fail to distribute during each calendar  year  at
least  the  sum of (i) 85% of its REIT ordinary income  for  such
year, (ii) 95% of its REIT capital gain income for such year, and
(iii)  any  undistributed taxable income from prior periods,  the
Company will be subject to a 4% nondeductible excise tax  on  the
excess  of  such required distribution over the amounts  actually
distributed.  The Company may elect to retain and pay income  tax
on  the net long-term capital gain it receives in a taxable year.
Any  such  retained  amounts  would be  treated  as  having  been
distributed by the Company for purposes of the 4% excise tax.

  The  Company  has made and intends to continue to  make  timely
distributions  sufficient  to  satisfy  the  annual  distribution
requirements.   In   this   regard,  the  Partnership   Agreement
authorizes the Company, as general partner, to take such steps as
may be necessary to cause the Operating Partnership to distribute
to  its  partners an amount sufficient to permit the  Company  to
meet  these  distribution requirements. It is possible,  however,
that the Company, from time to time, may not have sufficient cash
or  other liquid assets to meet the distribution requirements due
to  timing  differences between the actual receipt of income  and
actual  payment of deductible expenses and the inclusion of  such
income  and  deduction of such expenses in  arriving  at  taxable
income of the Company, or if the amount of nondeductible expenses
such as principal amortization or capital expenditures exceed the
amount  of  noncash  deductions. In the event  that  such  timing
differences   occur,   in   order  to   meet   the   distribution
requirements, the Company may cause the Operating Partnership  to
arrange  for  short-term,  or possibly  long-term,  borrowing  to
permit  the  payment  of required dividends.  If  the  amount  of
nondeductible expenses exceeds noncash deductions, the  Operating
Partnership  may  refinance its indebtedness to reduce  principal
payments and borrow funds for capital expenditures.

  Under  certain  circumstances,  the  Company  may  be  able  to
rectify a failure to meet the distribution requirement for a year
by paying "deficiency dividends" to shareholders in a later year,
which  may  be included in the Company's deduction for  dividends
paid  for the earlier year.  Although the Company may be able  to
avoid being taxed on amounts distributed as deficiency dividends,
it will be required to pay interest to the Service based upon the
amount of any deduction taken for deficiency dividends.

Special Distribution Requirement

  Applicable Treasury Regulations generally provide that, in  the
case  of  a  corporation, such as the Company, that  succeeds  to
earnings and profits accumulated during a non-REIT taxable  year,
such a corporation is eligible to elect to be taxed as a REIT for
a  taxable year only if, as of the close of that taxable year, it
has distributed such non-REIT earnings and profits.  Accordingly,
to  elect to be taxed as a REIT it was necessary for the  Company
to distribute, on or before December 31, 1994, the full amount of
its current and accumulated earnings and profits attributable  to
the  operations of The Cates Company prior to its merger with and
into  the  Company.  The Cates Company satisfied this requirement
by  distributing all current and accumulated earnings and profits
up  to  and  including the date of its merger with and  into  the
Company to its shareholders immediately prior to the consummation
of such merger.

Annual Record Keeping Requirement

  Pursuant  to  applicable Treasury Regulations, in order  to  be
able  to  elect to be taxed as a REIT, the Company must  maintain
certain   records  and  request  on  an  annual   basis   certain
information from its shareholders designed to disclose the actual
ownership of its outstanding shares. The Company has complied and
will continue to comply with such requirements.

Partnership Anti-Abuse Rule

  The  U.S.  Department  of  the  Treasury  has  issued  a  final
regulation   (the   "Anti-Abuse  Rule")  under  the   partnership
provisions  of  the  Code  (the  "Partnership  Provisions")  that
authorizes the Service, in certain abusive transactions involving
partnerships, to disregard the form of the transaction and recast
it  for  federal  tax purposes as the Service deems  appropriate.
The  Anti-Abuse  Rule applies where a partnership  is  formed  or
utilized  in connection with a transaction (or series of  related
transactions) with a principal purpose of substantially  reducing
the   present  value  of  the  partners'  aggregate  federal  tax
liability  in  a  manner  inconsistent with  the  intent  of  the
Partnership  Provisions.  The Anti-Abuse  Rule  states  that  the
Partnership  Provisions  are  intended  to  permit  taxpayers  to
conduct  joint business (including investment) activities through
a  flexible  arrangement that accurately reflects  the  partners'
economic  agreement  and clearly reflects  the  partners'  income
without  incurring  any  entity-level  tax.   The  purposes   for
structuring a transaction involving a partnership are  determined
based  on  all  of  the  facts  and  circumstances,  including  a
comparison  of  the purported business purpose for a  transaction
and  the claimed tax benefits resulting from the transaction.   A
reduction in the present value of the partners' aggregate federal
tax  liability  through  the use of a partnership  does  not,  by
itself,   establish  inconsistency  with  the   intent   of   the
Partnership Provisions.

  The  Anti-Abuse Rule contains an example in which a corporation
that elects to be treated as a REIT contributes substantially all
of  the  proceeds  from a public offering  to  a  partnership  in
exchange  for  a  general  partnership  interest.   The   limited
partners  of the partnership contribute real property  assets  to
the   partnership,  subject  to  liabilities  that  exceed  their
respective  aggregate bases in such property.  In addition,  some
of the limited partners have the right, beginning two years after
the  formation  of the partnership, to require the redemption  of
their limited partnership interests in exchange for cash or  REIT
stock  (at the REIT's option) equal to the fair market  value  of
their respective interests in the partnership at the time of  the
redemption.   The  example  concludes  that  the   use   of   the
partnership   is  not  inconsistent  with  the  intent   of   the
Partnership  Provisions  and,  thus,  cannot  be  recast  by  the
Service.   However,  the redemption rights held  by  the  limited
partners  of  the  Operating Partnership do not  conform  in  all
respects  to  the  redemption rights contained in  the  foregoing
example.    In   addition,  because  the   Anti-Abuse   Rule   is
extraordinarily  broad  in  scope and  is  applied  based  on  an
analysis of all of the facts and circumstances, there can  be  no
assurance  that  the  Service  will  not  attempt  to  apply  the
Anti-Abuse  Rule  to  the  Company.  If  the  conditions  of  the
Anti-Abuse  Rule  are  met, the Service  is  authorized  to  take
appropriate   enforcement  action,  including  disregarding   the
Property Partnerships for federal tax purposes or treating one or
more of its partners as nonpartners.  Any such action potentially
could jeopardize the Company's status as a REIT.

Failure to Qualify.

  If  the Company fails to qualify for taxation as a REIT in  any
taxable  year and the relief provisions do not apply, the Company
will  be  subject  to  tax (including any applicable  alternative
minimum  tax)  on its taxable income at regular corporate  rates.
Distributions  to shareholders in any year in which  the  Company
fails to qualify will not be deductible by the Company, nor  will
they  be  required to be made.  In such event, to the  extent  of
current  and  accumulated earnings and profits, all distributions
to  shareholders will be taxable as ordinary income, and, subject
to certain limitations in the Code, corporate distributees may be
eligible  for  the  distributions  received  deduction.    Unless
entitled  to  relief  under  specific statutory  provisions,  the
Company also will be disqualified from taxation as a REIT for the
four  taxable years following the year during which  the  Company
ceased to qualify as a REIT.  It is not possible to state whether
in  all  circumstances  the Company would  be  entitled  to  such
statutory relief.

Taxation of Taxable U.S. Shareholders

   As long as the Company qualifies as a REIT, distributions made
to  the  Company's taxable U.S. shareholders out  of  current  or
accumulated earnings and profits (and not designated  as  capital
gain  dividends  or retained capital gains) will  be  taken  into
account by such U.S. shareholders as ordinary income and will not
be  eligible  for  the  dividends  received  deduction  generally
available  to  corporations.   As used  herein,  the  term  "U.S.
shareholder"  means a holder of Common Stock or  Preferred  Stock
that  for  U.S. federal income tax purposes is (i) a  citizen  or
resident of the United States; (ii) a corporation, partnership or
other  entity created or organized in or under the  laws  of  the
United  States or of any political subdivision thereof; (iii)  an
estate  whose  income from sources without the United  States  is
includible  in gross income for U.S. federal income tax  purposes
regardless  of  its connection with the conduct  of  a  trade  or
business within the United States; or (iv) any trust with respect
to which (A) a U.S. court is able to exercise primary supervision
over  the  administration of such trust and (B) one or more  U.S.
fiduciaries   have  the  authority  to  control  all  substantial
decisions of the trust.

  Distributions  that  are designated as capital  gain  dividends
will  be taxed as long-term capital gains (to the extent they  do
not  exceed the Company's actual net capital gain for the taxable
year) without regard to the period for which the shareholder  has
held  his stock.  However, corporate shareholders may be required
to  treat up to 20% of certain capital gain dividends as ordinary
income.   The Company may elect to retain and pay income  tax  on
the net long-term capital gain it receives in a taxable year.  In
that  case,  the Company's shareholders would include  in  income
their  proportionate  share of the Company's undistributed  long-
term capital gain.  In addition, the shareholders would be deemed
to  have  paid their proportionate share of the tax paid  by  the
Company, which would be credited or refunded to the shareholders.
Each  shareholder's basis in his stock would be increased by  the
amount  of the undistributed long-term capital gain, included  in
the shareholder's income, less the shareholder's share of the tax
paid by the Company.

  Distributions  in  excess of current and  accumulated  earnings
and  profits will not be taxable to a shareholder to  the  extent
that  they  do not exceed the adjusted basis of the shareholder's
stock,  but rather will reduce the adjusted basis of such  stock.
To  the  extent  that  distributions in  excess  of  current  and
accumulated earnings and profits exceed the adjusted basis  of  a
shareholder's  stock,  such distributions  will  be  included  in
income  as long-term capital gain (or short-term capital gain  if
the shares of stock have been held for one year or less) assuming
the  shares  of  stock are capital assets in  the  hands  of  the
shareholder.   In  addition,  any distribution  declared  by  the
Company  in October, November or December of any year and payable
to  a shareholder of record on a specified date in any such month
shall be treated as both paid by the Company and received by  the
shareholder  on  December  31 of such  year,  provided  that  the
distribution  is actually paid by the Company during  January  of
the following calendar year.

  Shareholders  may  not include in their individual  income  tax
returns  any  net  operating losses  or  capital  losses  of  the
Company.   Instead,  such losses would be  carried  over  by  the
Company for potential offset against its future income
(subject to certain limitations).  Taxable distributions from the
Company  and gain from the disposition of the stock will  not  be
treated  as  passive activity income and, therefore, shareholders
generally will not be able to apply any "passive activity losses"
(such  as  losses  from certain types of limited partnerships  in
which  the shareholder is a limited partner) against such income.
In  addition,  taxable distributions from the  Company  generally
will  be  treated  as  investment  income  for  purposes  of  the
investment   interest  limitations.   Capital  gains   from   the
disposition of stock (or distributions treated as such)  will  be
treated  as investment income only if the shareholder so  elects,
in which case such capital gains will be taxed at ordinary income
rates.   The Company will notify shareholders after the close  of
the   Company's   taxable  year  as  to  the  portions   of   the
distributions attributable to that year that constitute  ordinary
income, return of capital and capital gain.

Taxation  of  Shareholders on the Disposition of  the  Common  or
Preferred Stock

  In   general,  any  gain  or  loss  realized  upon  a   taxable
disposition of the stock by a shareholder who is not a dealer  in
securities will be treated as long-term capital gain or  loss  if
the  shares  of stock have been held for more than one  year  and
otherwise as short-term capital gain or loss.  However, any  loss
upon  a sale or exchange of shares of stock by a shareholder  who
has  held  such  shares  for six months or less  (after  applying
certain  holding period rules), will be treated  as  a  long-term
capital  loss  to  the extent of distributions from  the  Company
required  to be treated by such shareholder as long-term  capital
gain.   All  or  a  portion of any loss realized upon  a  taxable
disposition of shares of stock may be disallowed if other  shares
of  stock  are  purchased  within 30 days  before  or  after  the
disposition.

Capital Gains and Losses

  A  capital asset generally must be held for more than one  year
in order for gain or loss derived from its sale or exchange to be
treated  as long-term capital gain or loss.  The highest marginal
individual income tax rate is 39.6%.  The maximum tax rate on net
capital  gains applicable to noncorporate taxpayers  is  28%  for
sales and exchange of assets  held for more than one year but not
more  than  18 months, and 20% for sales and exchanges of  assets
held  for more than 18 months.  The maximum tax rate on long-term
capital gain from the sale or exchange of "section 1250 property"
(i.e., depreciable real property) held for more than 18 months is
25%  to  the  extent that such gain would have  been  treated  as
ordinary  income  if the property were "section  1245  property."
With respect to distribution designated by the Company as capital
gain dividends and any retained capital gains that the Company is
deemed  to  distribute,  the Company may  designate  (subject  to
certain  limits) whether such a distribution is  taxable  to  its
shareholders  at  a 20%, 25%, or 28% rate.  Thus,  the  tax  rate
differential  between  capital  gain  and  ordinary  income   for
individuals    may    be   significant.    In    addition,    the
characterization of income as capital or ordinary may affect  the
deductibility  of capital losses.  Capital losses not  offset  by
capital  gains  may be deducted against an individual's  ordinary
income  only  up  to a maximum annual amount of  $3,000.   Unused
capital losses may be carried forward. All net capital gain of  a
corporate taxpayer is subject to tax at ordinary corporate rates.
A corporate taxpayer can deduct capital losses only to the extent
of  capital  gains, with unused losses being carried  back  three
years and forward five years.

Information Reporting Requirements and Backup Withholding

  The  Company will report to its U.S. shareholders  and  to  the
Service  the  amount of distributions paid during  each  calendar
year,  and the amount of tax withheld, if any.  Under the  backup
withholding  rules,  a  shareholder  may  be  subject  to  backup
withholding at the rate of 31% with respect to distributions paid
unless  such holder (i) is a corporation or comes within  certain
other  exempt  categories and, when required,  demonstrates  this
fact or (ii) provides a taxpayer identification number, certifies
as  to no loss of exemption from backup withholding and otherwise
complies   with  the  applicable  requirements  of   the   backup
withholding  rules.   A  shareholder who  does  not  provide  the
Company with his correct taxpayer identification number also  may
be  subject to penalties imposed by the Service.  Any amount paid
as   backup   withholding   will  be   creditable   against   the
shareholder's income tax liability.  In addition, the Company may
be  required  to withhold a portion of capital gain distributions
to  any shareholders who fail to certify their non-foreign status
to  the  Company.   The  Service  has  issued  final  regulations
regarding  the  backup withholding rules as applied  to  Non-U.S.
Shareholders.   These  regulations alter the  current  system  of
backup withholding compliance and are effective for distributions
made   after   December  31,  1998.  See  "Federal   Income   Tax
Considerations -- Taxation of Non-U.S. Shareholders".

Taxation of Tax-exempt Shareholders

Tax-exempt  entities,  including qualified employee  pension  and
profit sharing trusts and individual retirement accounts ("Exempt
Organizations"),  generally  are  exempt  from   federal   income
taxation.   However,  they  are  subject  to  taxation  on  their
unrelated   business   taxable  income  ("UBTI").    While   many
investments in real estate generate UBTI, the Service has  issued
a  published ruling that dividend distributions by a REIT  to  an
exempt  employee pension trust do not constitute  UBTI,  provided
that  the  shares  of  the  REIT are not  otherwise  used  in  an
unrelated trade or business of the exempt employee pension trust.
Based  on  that  ruling, amounts distributed by  the  Company  to
Exempt  Organizations  generally  should  not  constitute   UBTI.
However,  if  an Exempt Organization finances its acquisition  of
stock  with  debt, a portion of its income from the Company  will
constitute  UBTI pursuant to the "debt-financed property"  rules.
Furthermore,    social   clubs,   voluntary   employee    benefit
associations,  supplemental  unemployment  benefit   trusts   and
qualified  group  legal  services  plans  that  are  exempt  from
taxation  under paragraphs (7), (9), (17) and (20), respectively,
of Code Section 501(c) are subject to different UBTI rules, which
generally  will  require them to characterize distributions  from
the  Company  as UBTI.  In addition, in certain circumstances,  a
pension  trust that owns more than 10% of the Company's stock  is
required to treat a percentage of the dividends from the  Company
as  UBTI  (the  "UBTI Percentage").  The UBTI Percentage  is  the
gross  income derived by the Company from an unrelated  trade  or
business  (determined  as if the Company were  a  pension  trust)
divided by the gross income of the Company for the year in  which
the dividends are paid.  The UBTI rule applies to a pension trust
holding more than 10% of the Company's stock only if (i) the UBTI
Percentage is at least 5%; (ii) the Company qualifies as  a  REIT
by  reason  of the modification of the 5/50 Rule that allows  the
beneficiaries  of  the  pension trust to be  treated  as  holding
shares  of the Company in proportion to their actuarial interests
in the pension trust; and (iii) either (A) one pension trust owns
more than 25% of the value of the Company's shares or (B) a group
of pension trusts individually holding more than 10% of the value
of  the  Company's shares collectively own more than 50%  of  the
value of the Company's shares.

Taxation of Non-U.S. Shareholders

  The   rules   governing  U.S.  federal   income   taxation   of
nonresident  alien  individuals,  foreign  corporations,  foreign
partnerships   and  other  foreign  shareholders   (collectively,
"Non-U.S. Shareholders") are complex and no attempt will be  made
herein  to provide more than a summary of such rules. PROSPECTIVE
NON-U.S.  SHAREHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS
TO  DETERMINE THE IMPACT OF FEDERAL, STATE AND LOCAL  INCOME  TAX
LAWS  WITH  REGARD  TO AN INVESTMENT IN THE COMMON  OR  PREFERRED
STOCK, INCLUDING ANY REPORTING REQUIREMENTS.

  Distributions   to   Non-U.S.   Shareholders   that   are   not
attributable  to gain from sales or exchanges by the  Company  of
U.S.  real  property  interests and are  not  designated  by  the
Company  as capital gains dividends will be treated as  dividends
of  ordinary  income  to the extent that they  are  made  out  of
current or accumulated earnings and profits of the Company.  Such
distributions  ordinarily will be subject to  a  withholding  tax
equal  to  30% of the gross amount of the distribution unless  an
applicable  tax treaty reduces or eliminates that tax.   However,
if  income  from  the  investment in  the  stock  is  treated  as
effectively connected with the Non-U.S. Shareholder's conduct  of
a U.S. trade or business, the Non-U.S. Shareholder generally will
be  subject to federal income tax at graduated rates, in the same
manner  as  U.S.  shareholders are taxed  with  respect  to  such
distributions (and also may be subject to the 30% branch  profits
tax  in  the  case of a Non-U.S. Shareholder that is  a  non-U.S.
corporation).  The Company expects to withhold U.S. income tax at
the  rate  of  30% on the gross amount of any such  distributions
made  to  a  Non-U.S. Shareholder unless (i) a lower treaty  rate
applies  and  any required form evidencing eligibility  for  that
reduced  rate  is  filed with the Company or  (ii)  the  Non-U.S.
Shareholder files an IRS Form 4224 with the Company claiming that
the  distribution is effectively connected income.   The  Service
has  issued final regulations that modify the manner in which the
Company complies with the withholding requirements.

  Distributions  in  excess of current and  accumulated  earnings
and  profits  of the Company will not be taxable to a shareholder
to  the extent that such distributions do not exceed the adjusted
basis  of  the  shareholder's shares of stock,  but  rather  will
reduce  the  adjusted basis of such shares.  To the  extent  that
distributions in excess of current and accumulated  earnings  and
profits  exceed  the  adjusted basis of a Non-U.S.  Shareholder's
stock, such distributions will give rise to tax liability if  the
Non-U.S.  Shareholder would otherwise be subject to  tax  on  any
gain  from  the sale or disposition of his shares  of  stock,  as
described  below.  Because it generally cannot be  determined  at
the  time a distribution is made whether or not such distribution
will  be  in  excess  of  current and  accumulated  earnings  and
profits, the entire amount of any distribution normally  will  be
subject  to withholding at the same rate as a dividend.  However,
a  Non-U.S.  Shareholder can file a claim  for  refund  with  the
Service  for  the  overwithheld  amount  to  the  extent  it   is
determined subsequently that such distribution was, in  fact,  in
excess of the current and accumulated earnings and profits of the
Company.

  The Company is required to withhold 10% of any distribution  in
excess  of  its  current  and accumulated earnings  and  profits.
Consequently, although the Company intends to withhold at a  rate
of  30%  on the entire amount of any distribution, to the  extent
that  the  Company does not do so, any portion of a  distribution
not  subject to withholding at a rate of 30% will be  subject  to
withholding at a rate of 10%.

  For  any  year  in  which  the Company  qualifies  as  a  REIT,
distributions  that  are  attributable  to  gain  from  sales  or
exchanges by the Company of U.S. real property interests will  be
taxed  to  a  Non-U.S. Shareholder under the  provisions  of  the
Foreign  Investment in Real Property Tax Act of 1980  ("FIRPTA").
Under  FIRPTA, distributions attributable to gain from  sales  of
U.S.  real property interests are taxed to a Non-U.S. Shareholder
as  if such gain were effectively connected with a U.S. business.
Non-U.S.  Shareholders thus would be taxed at the normal  capital
gain rates applicable to U.S. shareholders (subject to applicable
alternative minimum tax and a special alternative minimum tax  in
the   case  of  nonresident  alien  individuals).   Distributions
subject to FIRPTA also may be subject to a 30% branch profits tax
in  the hands of a foreign corporate shareholder not entitled  to
treaty  relief or exemption.  The Company is required to withhold
35%  of any distribution that is designated by the Company  as  a
capital  gains  dividend.   The  amount  withheld  is  creditable
against the Non-U.S. Shareholder's FIRPTA tax liability.

  Gain  recognized by a Non-U.S. Shareholder upon a sale  of  his
shares  of stock generally will not be taxed under FIRPTA if  the
Company is a "domestically controlled REIT," defined generally as
a  REIT  in which at all times during a specified testing  period
less  than  50%  in  value  of the stock  was  held  directly  or
indirectly by non-U.S., persons.  However, because the shares  of
stock  are  publicly traded, no assurance can be given  that  the
Company  is  or  will  be a "domestically controlled  REIT."   In
addition,   a  Non-U.S.  Shareholder  that  owns,  actually   and
constructively, 5% or less of the Company's shares  throughout  a
specified "look-back" period will not recognize gain on the  sale
of  his  shares taxable under FIRPTA if the shares are "regularly
traded"  on an established securities market.  Finally, gain  not
subject  to  FIRPTA will be taxable to a Non-U.S. Shareholder  if
(i)  investment  in the stock is effectively connected  with  the
Non-U.S. Shareholder's U.S. trade or business, in which case  the
Non-U.S.  Shareholder will be subject to the  same  treatment  as
U.S. shareholders with respect to such gain; or (ii) the Non-U.S.
Shareholder is a nonresident alien individual who was present  in
the  United  States for 183 days or more during the taxable  year
and certain other conditions apply, in which case the nonresident
alien individual will be subject to a 30% tax on the individual's
capital gains.  If the gain on the sale of the stock were  to  be
subject  to taxation under FIRPTA, the Non-U.S. Shareholder  will
be  subject  to  the  same  treatment as U.S.  shareholders  with
respect  to such gain (subject to applicable alternative  minimum
tax, a special alternative minimum tax in the case of nonresident
alien individuals, and the possible application of the 30% branch
profits tax in the case of non-U.S. corporations).

Flournoy Development Company

  The  Company  expects a portion of the amounts it will  use  to
fund  distributions to come from distributions on  the  stock  of
Flournoy Development Company.  Flournoy Development Company  does
not  qualify as a REIT, and it will pay federal, state, and local
income  taxes  on  its taxable income at normal corporate  rates.
Any   federal,  state,  or  local  income  taxes  that   Flournoy
Development  Company  pays will reduce  the  cash  available  for
distribution.

  As  described  above,  the  value  of  the  stock  of  Flournoy
Development Company that is attributed to us cannot exceed 5%  of
the  value  of our assets at any time when a unit holder  in  the
Operating Partnership exercises his or her redemption
right.  See " -- Requirements for Qualification -- Asset  Tests".
The  Company believes that it currently satisfy this limit though
this  limitation may restrict the ability of Flournoy Development
Company to increase the size of its business unless the value  of
our assets is also increasing.

Recent and Pending Legislation

        The  Taxpayer Relief Act of 1997, enacted August 5,  1997
(the  "Taxpayer Relief Act") repealed the 30% gross  income  test
for  REIT qualification for taxable years beginning after  August
5,  1997 and made numerous changes to the Internal Revenue  Code,
including  reducing the maximum tax imposed on net capital  gains
from  the  sale  of  assets  held for  more  than  18  months  by
individuals,  trusts,  and  estates. In  addition,  the  Taxpayer
Relief  Act also makes certain changes to the taxation  of  REITs
and their shareholders.

  For  gains realized after July 28, 1997, and subject to certain
exceptions,  the  maximum rate of tax on  net  capital  gains  on
individuals,  trusts  and estates from the sale  or  exchange  of
assets held for more than 18 months has been reduced to 20%,  and
such  maximum rate is further reduced to 18% for assets  acquired
after  December 31, 2000 and held for more than five years.   For
15%  bracket taxpayers, the maximum rate on net capital gains  is
reduced  to 10%, and such maximum rate is further reduced  to  8%
for assets acquired and sold after December 31, 2000 and held for
more  than  five years.  The maximum rate for net  capital  gains
attributable  to the sale of depreciable real property  held  for
more  than  18 months is 25% to the extent of the deductions  for
depreciation  with  respect to such property.  Long-term  capital
gain   allocated  to  a  shareholder  by  Mid-America   Apartment
Communities, Inc. will be subject to the 25% rate to  the  extent
that  the gain does not exceed depreciation on real property sold
by  Mid-America Apartment Communities, Inc. The maximum  rate  of
capital gains tax for capital assets held more than one year  but
not  more than 18 months remains at 28%.  The taxation of capital
gains of corporations was not changed by the Taxpayer Relief Act.

  As  a  result of these changes to the capital gains rates,  the
IRS  recently issued Notice 97-64 outlining (i) when a  REIT  may
designate  its  dividends as either a 20% rate gain distribution,
an  unrecaptured section 1250 gain distribution (taxed at 25%  as
noted   in   the  preceding  paragraph),  or  a  28%  rate   gain
distribution  and  (ii)  how  to calculate  the  amount  of  such
distributions,  which  may  be subject  to  certain  deferral  or
bifurcation  adjustments.  Where a REIT designates a distribution
as  a  capital gain dividend, which is attributable to a  taxable
year  ending  after  May  7, 1997, for  purposes  of  the  annual
distribution  requirement,  the  REIT  also  may  designate  such
dividend as a 20% rate gain distribution, an unrecaptured section
1250  gain distribution, or a 28% rate gain distribution.   Where
no  such designation is provided, the dividend will be treated as
a  28% rate gain distribution.  These additional designations  by
the REIT are effective only to the extent that they do not exceed
certain  limitations.  For example, the maximum  amount  of  each
distribution  that can be classified as either a  20%  rate  gain
distribution, an unrecaptured section 1250 gain distribution,  or
a  28%  rate  gain distribution must be calculated in  accordance
with  the  Code and the IRS Notice.  SHAREHOLDERS SHOULD  CONSULT
THEIR  OWN TAX ADVISORS WITH RESPECT TO THE IMPLICATIONS  OF  THE
TAXPAYER RELIEF ACT.

  On  February  2,  1998, President Clinton released  his  budget
proposal  for fiscal year 1999 (the "Proposal").  Two  provisions
contained in the Proposal potentially could affect the Company if
enacted in final form.  First, the Proposal would prohibit a REIT
from  owning, directly or indirectly, more than 10% of the voting
power  or value of all classes of a C corporation's stock  (other
than  the  stock of a qualified REIT subsidiary).   Currently,  a
REIT  may  own  no  more than 10% of the  voting  stock  of  a  C
corporation,  but its ownership of the nonvoting  stock  of  a  C
corporation is not limited (other than by the rule that the value
of a REIT's combined equity and debt interests in a C corporation
may  not exceed 5% of the value of a REIT's total assets).   That
provision is proposed to be effective with respect to stock in  a
C  corporation acquired by a REIT on or after the date of  "first
committee  action" with respect to the provision.  If enacted  as
presently proposed, that provision would severely limit  the  use
by  the Company of taxable subsidiaries to conduct businesses the
income  from  which  would be nonqualifying  income  if  received
directly by the Company.

  Second,  the Proposal would require recognition of any built-in
gain associated with the assets of a "large" C corporation (i.e.,
a  C corporation whose stock has a fair market value of more than
$5  million) upon its conversion to REIT status or merger into  a
REIT.  That provision is proposed to be effective for conversions
to  REIT  status  effective  for taxable  years  beginning  after
January  1,  1999 and mergers of C corporations into  REITs  that
occur  after  December  31, 1998.  This provision  would  require
immediate  recognition of the "built-in gain" of  an  acquired  C
corporation  that  is determined to be "large" if,  at  any  time
after  December  31,  1998,  the C corporation  merges  into  the
Company.

Other Tax Considerations

  The  Company, the Property Partnerships and the QRSs,  and  the
Company's shareholders may be subject to state or local  taxation
in various state or local jurisdictions, including those in which
it  or they own property, transact business or reside.  The state
and  local tax treatment of the Company and its shareholders  may
not  conform  to  the  federal income tax consequences  discussed
above.  Consequently, prospective investors should consult  their
own tax advisors regarding the effect of state and local tax laws
on an investment in the Common Stock of the Company.

                      PLAN OF DISTRIBUTION

  The  Company  may sell the Offered Securities to  one  or  more
underwriters or dealers for public offering and sale by  them  or
may  sell the Offered Securities to investors directly or through
designated  agents.   Any  such  underwriter,  dealer  or   agent
involved in the offer and sale of the Offered Securities will  be
named in the applicable Prospectus Supplement.

           Underwriters may offer and sell the Offered Securities
at a fixed price or prices, which may be changed, or from time to
time  at market prices prevailing at the time of sale, at  prices
related to such prevailing market prices or at negotiated prices.
The  Company  also may, from time to time, authorize underwriters
acting  as  agents to offer and sell the Offered Securities  upon
the  terms and conditions set forth in any Prospectus Supplement.
Underwriters  may  sell  the Offered  Securities  to  or  through
dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions (which may be changed  from
time  to  time) from the underwriters and/or from the  purchasers
for whom they may act as agent.

  Any   underwriting  compensation  paid  by   the   Company   to
underwriters  or  agents in connection with the offering  of  the
Offered  Securities and any discounts, concessions or commissions
allowed  by  underwriters to participating dealers  will  be  set
forth  in  the  applicable  Prospectus Supplement.  Underwriters,
dealers  and  agents  participating in the  distribution  of  the
Offered  Securities  may be deemed to be  underwriters,  and  any
discounts  and commissions received by them from the  Company  or
from purchasers of the Offered Securities and any profit realized
by  them on resale of the Offered Securities may be deemed to  be
underwriting discounts and commissions under the Securities  Act.
Underwriters,   dealers  and  agents  may  be   entitled,   under
agreements  entered  into  with the Company,  to  indemnification
against   and  contribution  toward  certain  civil  liabilities,
including liabilities under the Securities Act.

  Offers  to  purchase the Securities may be solicited by  agents
designated  by  the Company from time to time.   Any  such  agent
involved  in the offer or sale of the Securities will  be  named,
and any commissions payable by the company to such agent will  be
set   forth  in  the  Prospectus  Supplement.   Unless  otherwise
indicated  in the Prospectus Supplement, any such agent  will  be
acting on a best efforts basis for the period of its appointment.
Any  such agent may be deemed to be an underwriter, as that  term
is  defined  in the Securities Act, of the Securities so  offered
and sold.

  If  an underwriter or underwriters are utilized in the sale  of
Offered  Securities,  the  Company will execute  an  underwriting
agreement  with such underwriter or underwriters at the  time  an
agreement for such sale is reached, and the names of the specific
managing  underwriter  or underwriters,  as  well  as  any  other
underwriters,  and  the  terms  of  the  transactions,  including
compensation of the underwriters and dealers, in any, will be set
forth  in  the Prospectus Supplement, which will be used  by  the
underwriters to make resales of the Offered Securities.

  If  a dealer is utilized in the sale of the Offered Securities,
the  Company will sell such Offered Securities to the dealer,  as
principal.  The dealer may then resell such Offered Securities to
the  public at varying prices to be determined by such dealer  at
the  time of resale.  The name of the dealer and the terms of the
transactions  will  be  set  forth in the  Prospectus  Supplement
relating thereto.

  Offers to purchase the securities may be solicited directly  by
the Company and sales thereof may be made by the Company directly
to  institutional  investors or others.  The terms  of  any  such
sales,  including the terms of any bidding or auction prices,  if
utilized, will be described in the Prospectus Supplement relating
thereto.

  Agents,   underwriters  and  dealers  may  be  entitled   under
agreements  which  may  be  entered  into  with  the  Company  to
indemnification  by  the  Company  against  certain  liabilities,
including  liabilities under the Securities  Act,  and  any  such
agents,  underwriters  or  dealers, or their  affiliates  may  be
customers of, engage in transactions with or perform services for
the Company in the ordinary course of business.

  If  so indicated in the Prospectus Supplement, the Company will
authorize  agents and underwriters to solicit offers  by  certain
institutions to purchase Debt Securities from the Company at  the
public  offering  price  set forth in the  Prospectus  Supplement
pursuant  to  Delayed Delivery Contracts ("Contracts")  providing
for  payment  and delivery on the date stated in  the  Prospectus
Supplement.   Such  Contracts  will  be  subject  to  only  those
conditions set forth in the Prospectus Supplement.  Each Contract
will be for an amount not less than, and the principal amount  of
Offered  Securities sold pursuant to Contracts shall not be  less
nor  more  than, the respective amounts stated in such Prospectus
Supplement.   Institutions with which Contracts, when authorized,
may  be  made  include  commercial and savings  banks,  insurance
companies,  pension funds, investment companies, educational  and
charitable institutions and other institutions, but will  in  all
cases be subject to approval of the Company.  Contracts will  not
be  subject  to  any  conditions except (i) the  purchase  by  an
institution  of  the Offered Securities covered by  its  Contract
shall not at the time of delivery be prohibited under the laws of
any  jurisdiction in the United States to which such  institution
is  subject  and  (ii)  the  Company  shall  have  sold  to  such
underwriters the total principal amount of the Offered Securities
less  the  principal  amount thereof  covered  by  Contracts.   A
commission indicated in the Prospectus Supplement will be paid to
underwriters  and agents soliciting purchases of Debt  Securities
pursuant to Contracts accepted by the Company.

                            EXPERTS

  The  Consolidated  Financial Statements  incorporated  in  this
Prospectus by reference to the Annual Report on Form 10-K for the
year  ended  December  31,  1997, have been  so  incorporated  in
reliance  on  the  report of KPMG Peat Marwick  LLP,  independent
accountants,  given on the authority of said firm as  experts  in
auditing and accounting.

                         LEGAL MATTERS

  The  validity of the issuance of the Offered Securities offered
pursuant to this Prospectus or any Prospectus Supplement will  be
passed  upon  for  the  Company by  Baker,  Donelson,  Bearman  &
Caldwell,  Memphis, Tennessee.  In addition, the  description  of
federal income tax consequences contained in the section  of  the
Prospectus entitled "Federal Income Tax Considerations" is  based
on the opinion of Baker, Donelson, Bearman & Caldwell.


<PAGE>

              [LEFT SIDE OF BACK COVER]

No dealer, salesperson or other person has been
authorized to give any information or to make any
representations other than those contained or
incorporated by reference in this Prospectus or
any Prospectus Supplement in connection with the
offering covered by this Prospectus and, if given
or made, such information or representations must
not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, any
Offered Securities, in any jurisdiction where, or
to any person to whom, it is unlawful to make any
such offer or solicitation. Neither the delivery
of this Prospectus nor any offer or sale made
hereunder shall, under any circumstances, create
an implication that there has not been any change
in the facts set forth in this Prospectus or in the
affairs of the Company since the date hereof.

SUMMARY TABLE OF CONTENTS

Page
Prospectus
Prospectus Summary
Risk Factors
Use of Proceeds
Consolidated  Ratio of Earnings to Fixed Charges and
 Consolidated Ratio of Earnings  to Combined Fixed Charges
 and Preferred Stock Distributions
Description of Capital Stock
Description of Debt Securities
Description of Depositary Shares
Federal Income Tax Considerations
Plan of Distribution
Experts
Legal Matters


                      [RIGHT SIDE OF BACK COVER]

Common Stock
Preferred Stock
Debt Securities
Depositary Shares



MID-AMERICA	APARTMENT
COMMUNITIES, INC.


	PROSPECTUS



        ,1998




                            PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

  Set  forth below is an estimate of the fees and expenses to  be
incurred in connection with the issuance and distribution of  the
Offered Securities registered hereby.

          Registration fee to the SEC                    $ 59,000
          Printing expense                                100,000
          Accounting fees and expenses                    100,000
          Legal fees and expenses                         150,000
          Miscellaneous expenses                           40,000
                                                         --------
          Total                                          $449,000
                                                         ========

Item 15.  Indemnification of Directors and Officers.

  The Charter of the Company, generally, limits the liability  of
the  Company's  directors and officers to  the  Company  and  the
shareholders  for  money damages to the fullest extent  permitted
from  time  to  time by the laws of Tennessee.  The Charter  also
provides,  generally, for the indemnification  of  directors  and
officers,   among   others,   against   judgments,   settlements,
penalties,  fines, and reasonable expenses actually  incurred  by
them in connection with any proceeding to which they may  be made
a  party  by reason of their service in those or other capacities
except in connection with a proceeding by or in the right of  the
Company  in which the director was adjudged liable to the Company
or  in  connection with any other proceeding charging a  personal
benefit   was   improperly   received   by   him.    Insofar   as
indemnification for liabilities arising under the Securities  Act
of  1933 (the "Securities Act") may be permitted to directors and
officers  of the Company pursuant to the foregoing provisions  or
otherwise,  the Company has been advised that, in the opinion  of
the  Securities and Exchange Commission, such indemnification  is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable.

  The  Company intends to purchase director and officer liability
insurance for the purpose of providing a source of funds  to  pay
any indemnification described above.

Item 16.  Exhibits.

Exhibits
Number                    Description


1.1*      Form of Underwriting Agreement (for Common Stock)

1.2*      Form of Underwriting Agreement (for Preferred Stock)

1.3*      Form of Underwriting Agreement (for Debt Securities)

1.4*      Form of Underwriting Agreement (for Depositary Shares)

 2.1**    Agreement  and  Plan  of  Reorganization  made  as   of
          September 15, 1997 by and among Mid-America Apartments,
          L.P.,  Mid-America  Apartment  Communities,  Inc.   and
          Flournoy Development Company

3.1***    Amended  and Restated Charter of Mid-America  Apartment
          Communities,  Inc.  dated as of January  10,  1994,  as
          filed  with the Tennessee Secretary of State on January
          25, 1994

3.2***    Articles  of  Amendment to the Charter  of  Mid-America
          Apartment  Communities, Inc. dated as  of  January  28,
          1994, as filed with the Tennessee Secretary of State on
          January 28, 1994

3.3***    Articles  of Merger of The Cates Company with and  into
          Mid-America Apartment Communities, Inc. dated  February
          2, 1994, as filed with the Tennessee Secretary of State
          on February 3, 1994

3.4***    Articles  of  Merger  of America  First  REIT  Advisory
          Company,   a  Nebraska  corporation,  with  and    into
          Mid-America  Apartment Communities,  Inc., a  Tennessee
          corporation,  dated June 29, 1995, as  filed  with  the
          Tennessee Secretary of State on June 29, 1995

3.5***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  A
          Series of Preferred Stock dated as of October 9,  1996,
          as  filed  with  the Tennessee Secretary  of  State  on
          October 10, 1996

3.6***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment  to  the Amended and Restated  Charter  dated
          November   17,  1997,  as  filed  with  the   Tennessee
          Secretary of State on November 18, 1997

3.7***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  A
          Series  of  Preferred Stock dated as of   November  17,
          1997, as filed with the Tennessee Secretary of State on
          November 18, 1997

3.8***    Articles  of Merger of Flournoy Development Company  (a
          Georgia   corporation)   with  and   into   Mid-America
          Apartment Communities, Inc.  (a  Tennessee corporation)
          dated  November  21,  1997, as filed with the Tennessee
          Secretary of State on November  25, 1997

3.9***    Mid-America   Apartment Communities, Inc.  Articles  of
          Amendment  to  the Amended and Restated  Charter  dated
          December  15,  1997,  as  filed   with   the  Tennessee
          Secretary of State on  December  31, 1997

3.10***   Bylaws of Mid-America Apartment Communities, Inc.

4.1***    Form of Common Share Certificate

4.2***    Form  of  9.5%  Series  A  Cumulative  Preferred  Stock
          Certificate

4.3***    Form  of  8  7/8%  Series B Cumulative Preferred  Stock
          Certificate

4.4***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  a
          Series of Preferred Stock dated as of October 9,  1996,
          as  filed  with  the Tennessee Secretary  of  State  on
          October 10, 1996

4.5***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  a
          Series  of  Preferred Stock dated as  of  November  17,
          1997, as filed with the Tennessee Secretary of State on
          November 18, 1997

4.6****   Form  of  9  3/8%  Series C Cumulative Preferred  Stock
          Certificate

4.7*****  Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  a
          Series  of Preferred Stock, dated as of June 25,  1998,
          as  filed with the Tennessee Secretary of State on June
          30, 1998

4.8*      Form of Debt Security

4.9*      Form of Preferred Share Certificate

4.10*     Form of Depositary Share

4.11*     Form of Depositary Receipt

4.12*     Form of Depositary Agreement

4.13******     Form of Indenture governing the Debt Securities

5.1       Opinion   of   Baker,  Donelson,  Bearman  &   Caldwell
          Regarding Legality

8.1       Opinion   of   Baker,  Donelson,  Bearman  &   Caldwell
          Regarding Certain Tax Matters

12.1      Statements regarding computation of ratios (Included in
          Prospectus)

24.1      Consent of KPMG Peat Marwick LLP

24.2      Consent   of   Baker,  Donelson,  Bearman  &   Caldwell
          (Included in Exhibit 5.1)

26.1*     Form T-1 Statement of Eligibility and Qualification



*         To be filed by post-effective amendment or by a current
          report  on Form 8-K pursuant to the Securities Exchange
          Act of 1934, as appropriate.
**        Filed  as  Exhibit  10.20 to the  Registrant's  Current
          Report  on  Form  8-K,  filed with  the  Commission  on
          September 19, 1997 (Commission File No. 1-12762)
***       Previously  filed  as exhibits to the Company's  Annual
          Report  on  Form10-K  for the Year Ended  December  31,
          1997.  Each Exhibit listed herein is similarly numbered
          to the Exhibits filed with the Form 10-K.
****      Previously  filed  as Exhibit 4.2 to  the  Registrant's
          Current  Report on Form 8-A/A filed with the Commission
          on June 26, 1998
*****     Previously  filed  as Exhibit 4.2 to  the  Registrant's
          Current  Report on Form 8-A/A filed with the Commission
          on June 26, 1998
******    Incorporated  by  reference  to  Exhibit  4.2  to   the
          Company's   Registration   Statement   on   Form   S-3,
          Registration No. 333-3274, as amended

Item 17.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are
          being   made,  a  post-effective  amendment   to   this
          Registration Statement:

     (i)  to  include any Prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

     (ii) to  reflect  in  the  Prospectus any  facts  or  events
          arising  after  the effective date of the  Registration
          Statement  (or  most  recent  post-effective  amendment
          thereof)  which,  individually, or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth  in  the Registration Statement.  Notwithstanding
          the  foregoing, any increase or decrease in  volume  of
          securities  offered  (if  the  total  dollar  value  of
          securities  offered  would not exceed  that  which  was
          registered) and any deviation from the low or high  end
          of   the  estimated  maximum  offering  range  may   be
          reflected  in  the form of prospectus  filed  with  the
          Commission pursuant to Rule 424(b) (230.424(b) of  that
          chapter)  if, in the aggregate, the changes  in  volume
          and  price represent no more than a 20% change  in  the
          maximum  aggregate  offering price  set  forth  in  the
          "Calculation   of  Registration  Fee"  table   in   the
          effective Registration Statement;

     (iii)      to  include any material information with respect
          to the plan of distribution not previously disclosed in
          the  Registration Statement or any material  change  to
          such information in the Registration Statement.

     Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do  not apply if the registration statement is on Form  S-3,
     Form  S-8  or Form F-3, and the information required  to  be
     included  in a post-effective amendment by those  paragraphs
     is  contained in periodic reports filed with or furnished to
     the  Commission by the Registrant pursuant to section 13  or
     section  15(d) of the Securities Exchange Act of  1934  that
     are incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose of determining  any  liability
          under   the   Securities  Act  of   1933,   each   such
          post-effective amendment shall be deemed to  be  a  new
          Registration  Statement  relating  to  the   securities
          offered therein, and the offering of such securities at
          that  time shall be deemed to be the initial bona  fide
          offering thereof.

     (3)  To   remove   from   registration   by   means   of   a
          post-effective  amendment any of the  securities  being
          registered  which remain unsold at the  termination  of
          the offering.

     The  undersigned  Registrant hereby undertakes  to  file  an
application for the purpose of determining the eligibility of the
Trustee  to act under subsection (a) of Section 310 of the  Trust
Indenture  Act  in  accordance with  the  rules  and  regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act of 1939, as amended.

     The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
section 13(a) or section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
Registration  Statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons  of  the  Registrant  pursuant  to  the
foregoing  provisions  or  otherwise,  the  Registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission,  such  indemnification is against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other  than the payment by the Registrant for expenses  incurred
or  paid  by  a  director, officer or controlling person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.


                           SIGNATURES

     Pursuant  to the requirement of the Securities Act of  1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-3  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Memphis, State of Tennessee, on July 31, 1998.

                         MID-AMERICA APARTMENT COMMUNITIES, INC.
                         a Tennessee corporation (Registrant)

                         By: /s/ George E. Cates
                            -----------------------------
                             George  E. Cates, Chairman  of  the
                             Board and Chief Executive Officer


                       POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and  appoints George E. Cates and Simon R.C. Wadsworth, and  each
or either of them, his true and lawful attorney-in-fact with full
power  of  substitution and resubstitution, for him  and  in  his
name, place and stead, in any and all capacities, to sign any and
all  amendments  (including post-effective  amendments)  to  this
Registration  Statement and to cause the same to be  filed,  with
all exhibits thereto and other documents in connection therewith,
with  the Securities and Exchange Commission, hereby granting  to
said  attorneys-in-fact and agents, and each of them, full  power
and  authority  to do and perform each and every  act  and  thing
whatsoever  requisite or desirable to be done in  and  about  the
premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming  all
acts and things that said attorneys-in-fact and agents, or either
of  them, or their substitutes or substitute, may lawfully do  or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

SIGNATURE                             TITLE                          DATE

/s/ George E. Cates       Chairman of the Board of Directors,    July 31, 1998
George E. Cates           and Chief Executive Officer

/s/ John F. Flournoy      Vice Chairman of the Board             July 31, 1998
John F. Flournoy          of Directors 

/s/ H. Eric Bolton        Director, President and Chief          July 31, 1998
H. Eric Bolton            Operating Officer              

/s/ Simon R. C. Wadsworth Director and Chief Financial Officer   July 31, 1998
Simon R. C. Wadsworth     (principal accounting and financial
                           officer)

/s/ Robert F. Fogelman    Director                               July 31, 1998
Robert F. Fogelman

                          Director                               July __, 1998
O. Mason Hawkins

                          Director                               July __, 1998
John S. Grinalds

                          Director                               July __, 1998
Ralph Horn

/s/ Michael S. Starnes    Director                               July 31, 1998
Michael S. Starnes
            

<PAGE>

                             INDEX TO EXHIBITS
Exhibits
Number                   Description


1.1*      Form of Underwriting Agreement (for Common Stock)

1.2*      Form of Underwriting Agreement (for Preferred Stock)

1.3*      Form of Underwriting Agreement (for Debt Securities)

1.4*      Form of Underwriting Agreement (for Depositary Shares)

2.1**     Agreement  and  Plan  of  Reorganization  made  as   of
          September 15, 1997 by and among Mid-America Apartments,
          L.P.,  Mid-America  Apartment  Communities,  Inc.   and
          Flournoy Development Company

3.1***    Amended  and Restated Charter of Mid-America  Apartment
          Communities,  Inc.  dated as of January  10,  1994,  as
          filed  with the Tennessee Secretary of State on January
          25, 1994

3.2***    Articles  of  Amendment to the Charter  of  Mid-America
          Apartment  Communities, Inc. dated as  of  January  28,
          1994, as filed with the Tennessee Secretary of State on
          January 28, 1994

3.3***    Articles  of Merger of The Cates Company with and  into
          Mid-America Apartment Communities, Inc. dated  February
          2, 1994, as filed with the Tennessee Secretary of State
          on February 3, 1994

3.4***    Articles  of  Merger  of America  First  REIT  Advisory
          Company,   a  Nebraska  corporation,  with   and   into
          Mid-America  Apartment Communities, Inc.,  a  Tennessee
          corporation,  dated June 29, 1995, as  filed  with  the
          Tennessee Secretary of State on June 29, 1995

3.5***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  A
          Series of Preferred Stock dated as of October 9,  1996,
          as  filed  with  the Tennessee Secretary  of  State  on
          October 10, 1996

3.6***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment  to  the Amended and Restated  Charter  dated
          November   17,  1997,  as  filed  with  the   Tennessee
          Secretary of State on November 18, 1997

3.7***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  A
          Series  of  Preferred Stock dated as  of  November  17,
          1997, as filed with the Tennessee Secretary of State on
          November 18, 1997

3.8***    Articles  of Merger of Flournoy Development Company  (a
          Georgia   corporation)   with  and   into   Mid-America
          Apartment Communities, Inc.  (a  Tennessee corporation)
          dated November  21,  1997,  as filed with the Tennessee
          Secretary of State on November  25, 1997

3.9***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment  to  the Amended and Restated  Charter  dated
          December   15,  1997,  as  filed  with  the   Tennessee
          Secretary of State on December 31, 1997

3.10***   Bylaws of Mid-America Apartment Communities, Inc.

4.1***    Form of Common Share Certificate

4.2***    Form  of  9.5%  Series  A  Cumulative  Preferred  Stock
          Certificate

4.3***    Form  of  8  7/8%  Series B Cumulative Preferred  Stock
          Certificate

4.4***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  A
          Series of Preferred Stock dated as of October 9,  1996,
          as  filed  with  the Tennessee Secretary  of  State  on
          October 10, 1996

4.5***    Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  A
          Series  of  Preferred Stock dated as  of  November  17,
          1997, as filed with the Tennessee Secretary of State on
          November 18, 1997

4.6****   Form  of  9  3/8%  Series C Cumulative Preferred  Stock
          Certificate

4.7*****  Mid-America  Apartment Communities,  Inc.  Articles  of
          Amendment   to   the   Amended  and  Restated   Charter
          Designating and Fixing the Rights and Preferences of  a
          Series  of Preferred Stock, dated as of June 25,  1998,
          as  filed with the Tennessee Secretary of State on June
          30, 1998

4.8*      Form of Debt Security

4.9*      Form of Preferred Share Certificate

4.10*     Form of Depositary Share

4.11*     Form of Depositary Receipt

4.12*     Form of Depositary Agreement

4.13******     Form of Indenture governing the Debt Securities

5.1       Opinion   of   Baker,  Donelson,  Bearman  &   Caldwell
          Regarding Legality

8.1       Opinion   of   Baker,  Donelson,  Bearman  &   Caldwell
          Regarding Certain Tax Matters

12.1      Statements regarding computation of ratios (Included in
          Prospectus)

24.1      Consent of KPMG Peat Marwick LLP

24.2      Consent   of   Baker,  Donelson,  Bearman  &   Caldwell
          (Included in Exhibit 5.1)

26.1*     Form T-1 Statement of Eligibility and Qualification



*         To be filed by post-effective amendment or by a current
          report  on Form 8-K pursuant to the Securities Exchange
          Act of 1934, as appropriate.
**        Filed  as  Exhibit  10.20 to the  Registrant's  Current
          Report  on  Form  8-K,  filed with  the  Commission  on
          September 19, 1997 (Commission File No. 1-12762)
***       Previously  filed  as exhibits to the Company's  Annual
          Report  on  Form10-K  for the Year Ended  December  31,
          1997.  Each Exhibit listed herein is similarly numbered
          to the Exhibits filed with the Form 10-K.
****      Previously  filed  as Exhibit 4.2 to  the  Registrant's
          Current Report on Form 8-K filed with the Commission on
          June 26, 1998
*****     Previously  filed  as Exhibit 4.1 to  the  Registrant's
          Current  Report on Form 8-A/A filed with the Commission
          on June 26, 1998
******    Incorporated  by  reference  to  Exhibit  4.2  to   the
          Company's   Registration   Statement   on   Form   S-3,
          Registration No. 333-3274, as amended
               
                         


                                                       Exhibit 5.1

        [Baker, Donelson, Bearman & Caldwell Letterhead]


                         July 31, 1998


Board of Directors
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue, Suite 340
Memphis, Tennessee 38138

Gentlemen:

       We   are   acting  as  counsel  to  Mid-America  Apartment
Communities,  Inc., a Tennessee corporation (the  "Company"),  in
connection  with  its registration statement  on  Form  S-3  (the
"Registration Statement") filed with the Securities and  Exchange
Commission  relating to the proposed public  offering  of  up  to
$231,518,781  in aggregate amount of its shares of common  stock,
$.01 par value per share ("Common Stock"); one or more series  of
its  shares  of  preferred stock, $.01 par value per  share  (the
"Preferred  Stock"); debt securities of the  Company  (the  "Debt
Securities");  and  Depositary  Shares  representing   fractional
interests in shares of Preferred Stock (the "Depositary Shares").
The  Common  Stock, the Preferred Stock, the Debt Securities  and
the  Depositary Shares are referred to collectively herein as the
"Securities", all of which Securities may be offered and sold  by
the  Company  from  time to time as set forth in  the  prospectus
which   forms   a   part  of  the  Registration  Statement   (the
"Prospectus"), and as to be set forth in one or more  supplements
to  the  Prospectus  (each,  a  "Prospectus  Supplement").   This
opinion letter is furnished to you at your request to enable  you
to  fulfill the requirements of Item 601(b)(5) of Regulation S-K,
17  C.F.R. (S) 229.601(b)(5), in connection with the Registration
Statement.
          
      We  assume  that the classification, terms and  conditions,
amount,  issuance and sale of the Securities to be  offered  from
time  to  time will be duly authorized and determined  by  proper
action  by the Board of Directors of the Company consistent  with
the  procedures and terms described in the Registration Statement
(each,  a  "Board Action") and in accordance with  the  Company's
Amended  and  Restated Charter, as amended (the  "Charter"),  and
applicable  Tennessee law.  We further assume that prior  to  any
issuance  of Preferred Shares, appropriate articles of  amendment
shall  be  filed for recordation with the Tennessee Secretary  of
State (each, "Articles of Amendment").

      For  purposes of this opinion letter, we have examined such
documents  as we have deemed necessary, including copies  of  the
following documents:

     1.   an executed copy of the Registration Statement;

     2.         the  Charter,  as  amended, as certified  by  the
          Secretary  of  the Company on the date hereof  as  then
          being complete, accurate and in effect.

     3.        the Amended and Restated Bylaws of the Company, as
          certified by the Secretary of the Company on  the  date
          hereof as then being complete, accurate and in effect.

      In  our  examination of the aforesaid  documents,  we  have
assumed the genuineness of all signatures, the legal capacity  of
natural  persons, the accuracy and completeness of all  documents
submitted to us, the authenticity of all original documents,  and
the  conformity to authentic original documents of all  documents
submitted  to  us  as  certified,  telecopied,  photostatic,   or
reproduced   copies.    We  have  also  assumed   the   accuracy,
completeness and authenticity of the foregoing certifications  of
trust  officers and statements of fact, on which we are  relying,
and have made no independent investigations thereof. This opinion
letter  is  given,  and all statements herein are  made,  in  the
context of the foregoing.

      We  call  your  attention to the fact that  our  firm  only
requires lawyers to be qualified to practice law in the States of
Tennessee  and Mississippi and the District of Columbia  and,  in
rendering  the  foregoing opinions, we express  no  opinion  with
respect to any laws relevant to this opinion other than the  laws
and regulations identified herein.
     Based upon, subject to and limited by the foregoing, we
are of the opinion that, as of the date hereof:

     1.     When  the  Registration  Statement  has   become
     effective under the Securities Act of 1933, as  amended
     (the  "Act"), and when a series of the Preferred  Stock
     has  been  classified by applicable  Board  Action,  in
     accordance with the terms of the Charter and applicable
     law,  and  appropriate Articles of Amendment have  been
     filed,  and, when issuance of such Preferred Stock  has
     been   appropriately  authorized  by  applicable  Board
     Action  and  following issuance of any such  series  of
     Preferred  Stock against payment of valid consideration
     therefor  in  accordance with the terms of  such  Board
     Action  and  any  applicable underwriting  or  purchase
     agreement,   as   contemplated  by   the   Registration
     Statement  and/or the applicable Prospectus Supplement,
     such Preferred Stock will be validly issued, fully paid
     and   non-assessable   under  the  Tennessee   Business
     Corporation Act (the "TBCA").

     2.     When  the  Registration  Statement  has   become
     effective  under  the  Act, upon due  authorization  by
     Board  Action  of  an  issuance of  Common  Stock,  and
     following  issuance  of any such Common  Stock  against
     payment  for valid consideration therefor in accordance
     with the terms of such Board Action, and any applicable
     underwriting  or purchase agreement as contemplated  by
     the   Registration  Statement  and/or  the   applicable
     Prospectus Supplement such Common Stock will be validly
     issued, fully paid and non-assessable under the TBCA.

     Our  opinion is subject to the following qualifications
and limitations:

     (a)  The  opinions expressed herein are subject to  the
          effect   of   applicable  bankruptcy,  insolvency,
          reorganization  or  similar  laws  affecting   the
          enforcement  of  creditors' rights  and  equitable
          principles limiting the availability of  equitable
          remedies   on  the  enforceability  of  contracts,
          agreements and instruments.

          (b)  Members of our firm are qualified to practice
          law in the States of Tennessee and Mississippi and
          the  District  of  Columbia and nothing  contained
          herein shall be deemed to be an opinion as to  any
          law,  rule or regulation other than those  of  the
          federal laws of the United States.

          (c)   The  opinions set forth herein are expressed
          as   of  the  date  hereof  and  we  disclaim  any
          undertaking to advise you of any changes which may
          subsequently  be brought to our attention  in  the
          facts  and  the law upon which such  opinions  are
          based.

       This opinion letter has been prepared solely for your
use  in  connection  with  the filing  of  the  Registration
Statement on the date of this opinion letter and should  not
be  quoted in whole or in part or otherwise be referred  to,
nor  filed  with or furnished to any governmental agency  or
other person or entity, without the prior written consent of
this  firm.  We  hereby  consent (i)  to  be  named  in  the
Registration Statement, and in the Prospectus, as  attorneys
who will pass upon the legality of the Securities to be sold
thereunder  and  (ii) to the filing of this  opinion  as  an
Exhibit to the Registration Statement.

                                   Very truly yours,
                                   Baker, Donelson, Bearman & Caldwell
                                   a professional corporation

                                   By: /s/ John A. Good
                                       -------------------------------
                                           John A. Good, a shareholder


                                                    Exhibit 8.1
                         July 31, 1998



Board of Directors
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue, Suite 340
Memphis, Tennessee 38138

     RE:  Mid-America Apartment Communities
          Registration Statement on Form S-3

Gentlemen:

     We   have   acted   as  counsel  to  Mid-America   Apartment
Communities,  Inc.,  a Tennessee corporation (the  "Company")  in
connection  with  its registration statement  on  Form  S-3  (the
"Registration Statement") filed with the Securities and  Exchange
Commission  relating to the proposed public  offering  of  up  to
$231,518,781  in aggregate amount of its shares of common  stock,
$.01 par value per share ("Common Stock"); one or more series  of
its  shares  of  preferred stock, $.01 par value per  share  (the
"Preferred  Stock"); debt securities of the  Company  (the  "Debt
Securities");   and   depositary  shares  representing   fraction
interests  in  Preferred  Stock (the  "Depositary  Shares").  The
Common  Stock, the Preferred Stock, the Debt Securities  and  the
Depositary  Shares  are referred to collectively  herein  as  the
"Securities", all of which Securities may be offered and sold  by
the  Company  from  time to time as set forth in  the  prospectus
which   forms   a   part  of  the  Registration  Statement   (the
"Prospectus"), and as to be set forth in one or more  supplements
to   the   Prospectus  (each,  a  "Prospectus  Supplement").   In
connection with the registration of the Securities, we have  been
asked to provide an opinion regarding certain federal income  tax
matters  related to the Company. Capitalized terms used  in  this
letter  and  not  otherwise defined herein have the  meaning  set
forth in the Registration Statement.

     This  opinion  is based on various statements  of  fact  and
assumptions,  including the statements of fact set forth  in  the
Registration  Statement  concerning  the  business,  assets   and
governing  documents of the Company. We have also been  furnished
with,   and   with  your  consent  have  relied   upon,   certain
representations  made  by  the Company with  respect  to  certain
factual  matters  through a certificate  of  an  officer  of  the
Company (the "Officer's Certificate").

     The  opinion  set forth in this letter is based on  relevant
provisions of the Internal Revenue Code of 1986, as amended  (the
"Code"), Treasury Regulations thereunder (including proposed  and
temporary  Regulations), and interpretations of the foregoing  as
expressed  in  court  decisions,  the  legislative  history,  and
existing  administrative rulings and practices  of  the  Internal
Revenue  Service (including its practices and policies in issuing
private  letter  rulings, which are not binding on  the  Internal
Revenue  Service except with respect to a taxpayer that  receives
such  a ruling), all as of the date hereof. These provisions  and
interpretations are subject to change, which may or  may  not  be
retroactive in effect, that might result in modifications of  our
opinion.  Our  opinion does not foreclose the  possibility  of  a
contrary determination by the Internal Revenue Service or a court
of  competent  jurisdiction, or of a  contrary  position  by  the
Internal   Revenue   Service  or  the  Treasury   Department   in
regulations or rulings issued in the future.

     In  rendering  our opinion, we have examined such  statutes,
regulations, records, certificates and other documents as we have
considered necessary or appropriate as a basis for such  opinion,
including the following: (1) the Registration Statement; (2)  the
Amended  and Restated Charter of the Company (the "Charter"),  as
in effect on the date hereof; (3) the Second Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") of
Mid-America  Apartments,  L.P., a Tennessee  limited  partnership
(the  "Operating Partnership"), as in effect on the date  hereof;
(4) the Agreement of Limited Partnership and Irrevocable Power of
Attorney  dated September 30, 1994 of Mid-America  Apartments  of
Texas,  L.P.,  a Texas limited partnership (the "Texas  Operating
Partnership");  (5)  the  partnership  agreements  of  all  other
partnerships in which the Operating Partnership has  an  interest
(collectively, the "Subsidiary Partnerships"); (6)  the  articles
of  incorporation, by-laws and stock ownership information of the
qualified  REIT  subsidiaries ("QRSs"); and (7) the  articles  of
incorporation  of  Flournoy  Development  Company  ("FDC"),   the
Company's unconsolidated subsidiary.

     In  our review, we have assumed, with your consent, that all
of  the representations and statements set forth in the documents
we  reviewed  are  true and correct, and all of  the  obligations
imposed  by any such documents on the parties thereto  have  been
and  will  be  performed  or satisfied in accordance  with  their
terms.  Moreover, we have assumed that the Company, the Operating
Partnership,  the  Texas  Operating Partnership,  the  Subsidiary
Partnerships,  FDC and the QRSs each have been and will  continue
to   be   operated  in  the  manner  described  in  the  relevant
partnership  agreement,  charter, articles  of  incorporation  or
other  organizational documents and in the  Prospectus.  We  also
have  assumed  the  genuineness of  all  signatures,  the  proper
execution  of  all documents, the authenticity of  all  documents
submitted  to  us  as originals, the conformity to  originals  of
documents submitted to us as copies, and the authenticity of  the
originals from which any copies were made.

     For  the  purposes  of  our opinion, we  have  not  made  an
independent investigation of the facts set forth in the documents
we  reviewed.  We consequently have assumed that the  information
presented  in  such  documents  or  otherwise  furnished  to   us
accurately  and completely describes all material facts  relevant
to  our  opinion.  No facts have come to our attention,  however,
that would cause us to question the accuracy and completeness  of
such facts or documents in a material way.

     We  assume for the purposes of this opinion that the Company
is  a  validly organized and duly incorporated corporation  under
the laws of the State of Tennessee, that the FDC and the QRSs are
validly  organized and duly incorporated corporations  under  the
laws  of the states in which they are incorporated, and that  the
Operating Partnership, the Texas Operating Partnership,  and  the
Subsidiary  Partnerships are duly organized and validly  existing
partnerships  under  the laws of the states  in  which  they  are
organized.

     We  are  opining  herein  as to the effect  on  the  subject
transaction  only of the federal income tax laws  of  the  United
States   and   we  express  no  opinion  with  respect   to   the
applicability  thereto, or the effect thereon, of  other  federal
laws, the laws of any other jurisdiction or as to any matters  of
municipal law or the laws of any other local agencies within  any
state.

     Based   on   such   statements  of  fact,  assumptions   and
representations, it is our opinion that:

     1.   Commencing  with  the  Company's  taxable  year   ended
          December 31, 1994, and for each taxable year since that
          taxable  year, the Company has been organized  and  has
          operated  in  conformity  with  the  requirements   for
          qualification as a "real estate investment trust" under
          the  Code  and  its  proposed method of  operation,  as
          described in the statements of fact and representations
          of  the Company referred to above, should enable it  to
          continue to meet the requirements for qualification and
          taxation as a "real estate investment trust" under  the
          Code.

     2.   The  discussion  in  the Prospectus under  the  caption
          "Federal Income Tax Considerations" to the extent  such
          statements  constitute matters  of  law,  summaries  of
          legal  matters, or legal conclusions, has been reviewed
          by us and is accurate in all material respects.

     No  opinion  is  expressed as to any  matter  not  discussed
herein.

     This  opinion  is  based  on various  statutory  provisions,
regulations promulgated thereunder and interpretations thereof by
the  Internal  Revenue Service and the courts having jurisdiction
over  such  matters, all of which are subject  to  change  either
prospectively  or retroactively. Any such change may  affect  the
conclusions  stated herein. Also, any variation or difference  in
the  facts  from those set forth in the statements  of  fact  set
forth in the Registration Statement and the representations  made
by  the Company through the Officer's Certificate may affect  the
conclusions  stated herein. Moreover, the Company's qualification
and  taxation as a real estate investment trust depends upon  the
Company's  ability  to  meet,  through  actual  annual  operating
results,  distribution levels and diversity of  stock  ownership,
the  various  qualification tests imposed  under  the  Code,  the
results of which have not been and will not be reviewed by Baker,
Donelson,  Bearman & Caldwell. Accordingly, no assurance  can  be
given that the actual results of the Company's operation for  any
one   taxable   year   have  satisfied  or  will   satisfy   such
requirements.

     This opinion is rendered only to you and is solely  for
your  benefit in connection with the Registration Statement.
This  opinion  may not be relied upon by you for  any  other
purpose, or furnished to, quoted to, or relied upon  by  any
other  person, firm or corporation for any purpose,  without
our  prior written consent. We hereby consent to the  filing
of  this opinion as an exhibit to the Registration Statement
and to the use of our name under the caption "Legal Matters"
in the Registration Statement.

                         Very truly yours,
                         Baker, Donelson, Bearman & Caldwell,
                         a professional corporation
                         By: /s/ John A. Good
                             ----------------------------
                             John A. Good, a Shareholder


                                                     Exhibit 24.1


               CONSENT OF INDEPENDENT AUDITORS


We consent to incorporation by reference in the registration
statement  on Form S-3 of Mid-America Apartment Communities,
Inc.   our  report dated March 27, 1998 to the  consolidated
balance  sheets  of Mid-America Apartment Communities,  Inc.
(the  Company)  as of December 31, 1997 and  1996,  and  the
related consolidated statements of operations, shareholders'
equity  and  cash flows for each of the years in the  three-
year  period  ended  December  31,  1997,  which  report  is
incorporated by reference in the 1997 annual report on  Form
10-K, as amended, of Mid-America Apartment Communities, Inc.
and  to  the  reference  to our firm under  the  heading  of
"Experts"  in  the  Prospectus.  Our report  refers  to  the
Company's  change  in  its accounting method  to  capitalize
replacement  purchases for major appliances  and  carpet  in
1996.



                              /s/ KPMG Peat Marwick LLP



Memphis, Tennessee
July 31, 1998




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