MID AMERICA APARTMENT COMMUNITIES INC, DEF 14A, 2000-04-27

MID AMERICA APARTMENT COMMUNITIES INC
DEF 14A, 2000-04-27
REAL ESTATE INVESTMENT TRUSTS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

MID-AMERICA APARTMENT COMMUNITIES, INC.
(Name of Registrant as Specified in its Charter)

_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:

<PAGE>
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE
SUITE 340
MEMPHIS, TENNESSEE 38138

April 30, 2000

TO THE SHAREHOLDERS OF
MID-AMERICA APARTMENT COMMUNITIES, INC.

In connection with the Annual Meeting of Shareholders of your Company to be
held on June 8, 2000, we enclose a Notice of Annual Meeting of Shareholders, a
Proxy Statement and a form of Proxy.

At the meeting you will be asked to elect three Class III directors to
serve until the 2003 Annual Meeting of Shareholders or until their successors
are duly elected and qualified. You will also be asked to ratify the selection
of KPMG LLP as the Company's independent auditors for 2000 and to further amend
and restate the Company's Second Amended and Restated 1994 Restricted Stock and
Stock Option Plan. Information about these matters is contained in the attached
Proxy Statement.

Detailed information relating to the Company's activities and operating
performance during 1999 is contained in the Company's Annual Report to
Shareholders' on Form 10-K, which is being mailed to you with this Proxy
Statement, but is not a part of the proxy soliciting material. If you do not
receive or have access to the 1999 Annual Report or Form 10-K, please notify
Mark S. Martini, Secretary, Mid-America Apartment Communities, Inc., 6584 Poplar
Avenue, Suite 340, Memphis, Tennessee 38138.

You are cordially invited to attend the Annual Meeting of Shareholders in
person. We would appreciate your completing the enclosed form of proxy so that
your shares can be voted in the event you are unable to attend the meeting. If
you are present at the meeting and desire to vote your shares personally, your
form of proxy will be withheld from voting upon your request prior to balloting.
We urge you to return your proxy card to us in the stamped envelope as soon as
possible.

Very truly yours,

/s/ GEORGE E. CATES
GEORGE E. CATES
CHIEF EXECUTIVE OFFICER
<PAGE>
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE
SUITE 340
MEMPHIS, TENNESSEE 38138

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 8, 2000

Notice is hereby given that the Annual Meeting of Shareholders of
Mid-America Apartment Communities, Inc. (the "Company") will be held on June
8, 2000, at 4:00 P.M., local time, at the Reserve at Dexter Lake Apartments,
1505 Dexter Lake Drive, Memphis, Tennessee 38018, for the following purposes:

1. To elect three Class III directors to serve until the 2003 Annual
Meeting of Shareholders or until their successors have been duly elected
and qualified.

2. To ratify the selection of KPMG LLP as the Company's independent
auditors for 2000.

3. To approve the Third Amended and Restated 1994 Restricted Stock
and Stock Option Plan providing for the issuance of up to an additional
1,000,000 shares of common stock or units of limited partnership interests
in Mid-America Apartments, L.P.

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The close of business on April 17, 2000 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Shareholders' Meeting. The stock transfer books of the Company
will be closed at that time.

There is enclosed, as a part of this Notice, a Proxy Statement that
contains further information regarding the Annual Meeting, the nominees for
election to the Board of Directors of the Company, the independent auditors of
the Company, and the proposed amendment to the Company's 1994 Restricted Stock
and Stock Option Plan.

By Order of the Board of Directors

/s/ MARK S. MARTINI
MARK S. MARTINI
SECRETARY

IMPORTANT

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
SHAREHOLDERS WHO ATTEND THE MEETING MAY VOTE IN PERSON EVEN IF THEY HAVE ALREADY
SENT IN A PROXY.
<PAGE>
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE
SUITE 340
MEMPHIS, TENNESSEE 38138

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 8, 2000

GENERAL INFORMATION

This statement is furnished in connection with the solicitation of proxies
to be used at the Annual Meeting of Shareholders (the "Annual Meeting") of
Mid-America Apartment Communities, Inc. (the "Company") to be held on June 8,
2000 at 4:00 P.M., local time, at the Reserve at Dexter Lake Apartments, 1505
Dexter Lake Drive, Memphis, Tennessee 38018 and at any adjournment or
adjournments thereof.

No person is authorized to give any information or to make any
representation not contained in this Proxy Statement and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Proxy Statement does not constitute the solicitation of a proxy
in any jurisdiction where, or from any person to whom it is unlawful to make
such proxy solicitation. The delivery of this Proxy Statement shall not, under
any circumstances, imply that there has been no change in the information set
forth herein since the date of the Proxy Statement.

THE PROXY

The solicitation of proxies in the enclosed form is made on behalf of the
Board of Directors of the Company. The entire cost of soliciting these proxies
will be borne by the Company. In addition to being solicited through the mail,
proxies may be solicited personally or by telephone or telegraph by officers,
directors and employees of the Company who will receive no additional
compensation for such activities. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation
materials to the beneficial owners of shares held of record by such persons. It
is expected that this Proxy Statement will first be sent to shareholders on or
about April 30, 2000.

Shareholders are urged to sign the enclosed form of proxy and return it
promptly in the envelope enclosed for that purpose. If no instruction is
indicated on the proxy, the named holders of the proxies will vote all such
shares of Common Stock (hereinafter defined) of such holder (i) FOR the election
of the nominees named herein as directors, (ii) FOR the ratification of the
selection of KPMG LLP as the Company's independent auditors for 2000, and (iii)
FOR approval of the Third Amended and Restated 1994 Restricted Stock and Stock
Option Plan. The named holders of proxies also will use their discretion in
voting the shares of Common Stock in connection with any other business that
properly may come before the Annual Meeting.

A shareholder may revoke his or her proxy at any time before it is voted at
the Annual Meeting by (i) submitting another proxy with a more recent date than
that of the proxy first given, (ii) attending the Annual Meeting and voting in
person, or (iii) sending written notice of revocation to the Company's
Secretary, Mark S. Martini.

VOTING RIGHTS

Each outstanding share of the Company's common stock $.01 par value (the
"Common Stock") is entitled to one vote. Cumulative voting is not permitted.
Only shareholders of record at the close of business on April 17, 2000 will be
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
thereof. As of the close of business on April 17, 2000, the Company had
outstanding 17,658,232 shares of Common Stock.

1
<PAGE>
No specific provision of the Tennessee Business Corporation Act, the
Company's Charter or the Company's Bylaws addresses the issue of abstentions or
broker non-votes. Brokers holding shares for beneficial owners must vote those
shares according to the specific instructions they receive from the owners.
However, brokers or nominees holding shares for a beneficial owner may not have
discretionary voting power and may not have received voting instructions from
the beneficial owner with respect to voting on certain proposals. In such cases,
absent specific voting instructions from the beneficial owner, the broker may
not vote on these proposals. This results in what is know as a "broker
non-vote", which will not be counted as a vote cast or for purposes of
determining the existence of a quorum. An abstention, in contrast, will be
counted as present or represented for purposes of determining whether a quorum
exists but will not count in the voting results.

REQUIRED VOTE

Under Tennessee law and the Company's Charter and Bylaws, if a majority of
the votes entitled to be cast is present at the Annual Meeting so as to
constitute a quorum, in person or by proxy, approval of each matter submitted to
the shareholders of the Company for a vote at the Annual Meeting, excluding the
election of directors, will require the affirmative vote of a majority of the
votes cast. Election of directors will require the affirmative vote of a
plurality of the votes cast at the Annual Meeting either in person or by proxy.

OWNERSHIP OF THE COMPANY'S COMMON STOCK

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of April 17, 2000, regarding
each person known to the Company to be the beneficial owner of more than five
percent of its Common Stock:

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(1)
- ------------------------------------- ----------------------- -----------
First Manhattan Co................... 1,443,203(2) 8.15%
437 Madison Avenue
New York, NY 10022
John F. Flournoy..................... 1,149,260(3) 6.49%
900 Brookstone Centre Parkway
Columbus, GA 31904
Snyder Capital Management, L.P. ..... 893,950(4) 5.05%
350 California Street, Suite 1460
San Francisco, CA 94104

- ------------

(1) Based on 17,658,232 shares of Common Stock Outstanding on April 17, 2000,
plus, with respect to Mr. Flournoy, the number of shares of Common Stock
issuable by the Company in exchange for units of limited partnership
interests in Mid-America Apartments, L.P. ("Units").

(2) The information set forth is based on a Schedule 13G filed by First
Manhattan Co. on February 9, 2000 that indicates beneficial ownership of
1,443,203 shares of Common Stock, of which it has sole voting power over
25,700 shares, shared voting power over 1,306,363 shares, sole dispositive
power over 25,700 shares, and shared dispositive power over 1,417,503
shares.

(3) Includes 1,107,989 shares owned directly by Mr. Flournoy and 41,271 shares
that Mr. Flournoy has the current right to acquire upon redemption of Units.

(4) The information set forth is based on a Schedule 13G filed by Snyder
Holdings Inc. by Snyder Capital Management, L.P., as general partner, on
February 15, 2000 that indicates beneficial ownership of 893,950 shares of
Common Stock, of which it has shared voting power over 755,850 shares and
shared dispositive power over 893,950.

2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership of the Company's
Common Stock as of April 17, 2000 by (i) each director, (ii) each director
nominee, (iii) each executive officer named in the Summary Compensation Table,
and (iv) all directors, nominees and executive officers as a group:

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- ------------------------------------- ----------- -----------
John F. Flournoy..................... 1,149,260(2) 6.04%
George E. Cates**.................... 764,018(3) 4.01%
Robert F. Fogelman................... 652,000(4) 3.43%
O. Mason Hawkins..................... 359,417(5) 1.89%
H. Eric Bolton....................... 261,052(6) 1.37%
Simon R. C. Wadsworth**.............. 171,613(7) *
Ralph Horn........................... 38,000(8) *
John S. Grinalds**................... 1,212(9) *
Michael S. Starnes................... 4,000(10) *
All directors, Nominees and Executive
Officers as a group
(9 Persons)........................ 3,400,572 17.86%
- ------------

(1) Based on 17,658,232 shares of Common Stock outstanding on April 17, 2000,
plus with respect to each listed person (or all listed persons, as a
group), the number of shares of Common Stock issuable by the Company to
such person or group in exchange for Units plus the number of shares of
Common Stock issuable to such person (or group) in respect of currently
exercisable options. The total number of shares used in calculating this
percentage assumes that none of the Units or exercisable options held by
other persons are redeemed for shares of Common Stock.

(2) Includes 1,107,989 shares owned directly by Mr. Flournoy and 41,271 shares
that Mr. Flournoy has the current right to acquire upon redemption of
Units.

(3) Includes 409,582 shares owned directly by Mr. Cates, 239,436 shares that
Mr. Cates has the current right to acquire upon redemption of Units, and
115,000 shares that Mr. Cates has the current right to acquire upon the
exercise of options that are currently exercisable. Excludes 4,207 shares
owned by Mr. Cates' wife, over which Mr. Cates exercises no voting or
investment power and with respect to which Mr. Cates disclaims beneficial
ownership.

(4) Includes 78,500 shares owned directly by Mr. Fogelman, 570,500 shares that
Mr. Fogelman has the current right to acquire upon redemption of Units, and
3,000 shares that Mr. Fogelman has the current right to acquire upon the
exercise of options that are currently exercisable.

(5) Includes 194,799 shares owned directly by Mr. Hawkins, 158,618 shares that
Mr. Hawkins has the current right to acquire upon redemption of Units, and
6,000 shares that Mr. Hawkins has the current right to acquire upon
exercise of options that are currently exercisable.

(6) Includes 5,800 shares owned directly by Mr. Bolton, 110,000 shares that Mr.
Bolton has the current right to acquire upon redemption of Units, 38,700
shares that Mr. Bolton has the current right to acquire upon the exercise
of options that are currently exercisable, and 106,552 shares owned by the
Company's ESOP over which Mr. Bolton shares voting power.

(7) Includes 79,455 shares owned directly by Mr. Wadsworth, 52,189 shares that
Mr. Wadsworth has the current right to acquire upon redemption of Units,
and 39,969 shares that Mr. Wadsworth has the current right to acquire upon
the exercise of options that are currently exercisable.

(8) Includes 37,000 shares owned directly by Mr. Horn and 1,000 shares that Mr.
Horn has the current right to acquire upon the exercise of options that are
currently exercisable.

(9) Includes 212 shares owned directly by Mr. Grinalds and 1,000 shares that
Mr. Grinalds has the current right to acquire upon the exercise of options
that are currently exercisable.

(10) Includes 3,000 shares owned directly by Mr. Starnes and 1,000 shares that
Mr. Starnes has the current right to acquire upon the exercise of options
that are currently exercisable.

* Represents less than 1% of total.

** Director Nominee.

3
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Company presently has an Audit Committee and a Compensation Committee
composed of certain of its directors who are not employees of the Company or any
affiliate thereof ("Independent Directors"). The Company does not have a
standing nominating committee. The Company may, from time to time, form other
committees as circumstances warrant. Such committees have authority and
responsibility as delegated by the Board of Directors.

AUDIT COMMITTEE. The Audit Committee of the Board of Directors is composed
of Messrs. Hawkins (Chairman), Grinalds, and Starnes. The Audit Committee makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the
adequacy of the Company's internal accounting controls. The Audit Committee met
twice during 1999.

COMPENSATION COMMITTEE. The Compensation Committee of the Board of
Directors is composed of Messrs. Horn (Chairman), Flournoy, Fogelman, Hawkins,
Grinalds and Starnes. The Compensation Committee determines compensation for the
Company's executive officers and administers the Company's Amended and Restated
1994 Restricted Stock and Stock Option Plan and the Company's Non-Qualified
Executive Deferred Compensation Plan. The Compensation Committee met once during
1999.

DIRECTOR MEETINGS. The business of the Company is under the general
management of its Board of Directors as provided by the Company's Bylaws and the
laws of Tennessee, the Company's state of incorporation. The Board of Directors
holds regular meetings quarterly during the Company's fiscal year. There are
presently nine directors. The Board of Directors held four regular meetings
during fiscal 1999. Mr. Hawkins missed one regular meeting during 1999.

COMPENSATION OF DIRECTORS

Directors who are employees of the Company or one of its subsidiaries do
not receive additional remuneration as directors. Prior to 1995, the Company's
directors who were not employees were awarded 2,500 shares of Common Stock for
their services as director. The directors' rights in the Common Stock vested at
the rate of 500 shares per year and were fully vested in 1998. Each director
received the distributions paid on his shares of Common Stock prior to vesting.
Commencing in 1999, the Compensation Committee established that each Independent
Director will receive 875 shares of Common Stock per year for their service on
the Board of Directors, and each committee chairperson will receive an
additional 100 shares per year for his service as such.

NOMINEES FOR DIRECTORS

The Company's Charter divides the Board of Directors into three classes as
nearly equal in number as possible, with each class serving a term of three
years. One class of Directors is elected by the shareholders of the Company at
each annual meeting. The Board of Directors has set at nine the number of
directors constituting the full Board of Directors.

The Board of Directors proposes to nominate the following three individuals
for election to serve as directors of the Company. Messrs. Cates, Wadsworth and
Grinalds are all currently directors of the Company. The remaining members of
the Board of Directors listed below will continue as members thereof until their
respective terms expire as indicated below.

Unless a shareholder specifies otherwise, it is intended that such
shareholder's shares of Common Stock will be voted for the election of the
nominees to serve as directors until the annual meetings set forth below and
until their successors are elected and qualified. If any nominee shall become
unavailable or

4
<PAGE>
unwilling to serve the Company as a director for any reason, the persons named
in the Proxy Form are expected to consult with the management of the Company in
voting the shares represented by them. The Board of Directors has no reason to
doubt the availability of any of the nominees, and each has indicated his
willingness to serve as a director of the Company if elected.

NOMINEES FOR ELECTION AS CLASS III -- DIRECTORS
(TERMS EXPIRING 2003)

GEORGE E. CATES, age 62. Mr. Cates has been the Chief Executive Officer
and Chairman of the Board of Directors of the Company since October 1993. Mr.
Cates served as President, Chief Executive Officer and Chairman of the Board of
Directors of the Company since inception of the Company in February 1994 through
December 1996. Mr. Cates was President and Chief Executive Officer of The Cates
Company from 1977 until its merger with the Company in February 1994. Mr. Cates
has served as a director of First Tennessee National Corporation since 1996.

Committees: None

SIMON R. C. WADSWORTH, age 53. Mr. Wadsworth has been Executive Vice
President, Chief Financial Officer and a director of the Company since March
1994.

Committees: None

JOHN S. GRINALDS, age 62. General Grinalds has served as a director of the
Company since November 1997. General Grinalds became the President of The
Citadel, Charleston, South Carolina in 1997. Prior to assuming the presidency of
The Citadel, General Grinalds was the headmaster of Woodberry Forest School in
Virginia. From 1989 to 1991, General Grinalds held the rank of Major General and
was the commanding general of the Marine Corps Recruit Depot in San Diego,
California.

Committees: Audit, Compensation

INCUMBENT DIRECTORS -- CLASS II
(TERMS EXPIRING 2002)

H. ERIC BOLTON, JR., age 43. Mr. Bolton is President, Chief Operating
Officer and a director of the Company. Mr. Bolton joined the Company in 1994 as
Vice-President of Development and was named Chief Operating Officer in February
1996 and promoted to President in December 1996. Mr. Bolton was with Trammell
Crow Company for more than five years, and prior to joining the Company was
Executive Vice President and Chief Financial Officer of Trammell Crow Realty
Advisors.

Committees: None

O. MASON HAWKINS, age 52. Mr. Hawkins has served as a director of the
Company since October 1993 and has been Chairman and Chief Executive Officer of
Southeastern Asset Management, Inc., a registered investment advisor, since
1975. He has also been a director of Longleaf Partners Funds Trust, a registered
investment company of which Southeastern Asset Management, Inc. serves as
investment advisor, for more than five years.

Committees: Audit, Compensation

RALPH HORN, age 59. Mr. Horn has served as a director of the Company since
April 1998 and is Chairman of the Board and Chief Executive Officer of First
Tennessee National Corporation. Mr. Horn was elected President, Chief Operating
Officer, and a director of First Tennessee National Corporation in July 1991,
Chief Executive Office in April 1994, and Chairman of the Board effective
January 1, 1996. Mr. Horn is also a director of Harrah's Entertainment, Inc.

Committees: Compensation

5
<PAGE>
INCUMBENT DIRECTORS -- CLASS I
(TERMS EXPIRING 2001)

ROBERT F. FOGELMAN, age 64. Mr. Fogelman has served as a director of the
Company since July 1994 and has been the President of Fogelman Investment
Company, a privately owned investment firm, for more than five years.

Committees: Compensation

JOHN F. FLOURNOY, age 59. Mr. Flournoy has served as a director of the
Company since November 1997. Mr. Flournoy has been Chief Executive Officer of
Flournoy Development Company for more than five years. Mr. Flournoy currently
serves as a director of W.C. Bradley Co. and is on the advisory board of
Columbus Bank and Trust Company.

Committees: Compensation

MICHAEL S. STARNES, age 55. Mr. Starnes was appointed to the Board of
Directors in July 1998 to fill a vacated seat. Mr. Starnes founded M. S.
Carriers, Inc. a truckload transportation and logistics company, in 1978 and has
since served as Chairman and Chief Executive Officer.

Committees: Audit, Compensation

CERTAIN TRANSACTIONS WITH MANAGEMENT

All transactions involving related parties must be approved by a majority
of the disinterested members of the Company's Board of Directors. The Company
has transactions in the ordinary course of its business with directors and
officers of the Company and their affiliates, including members of their
families or corporations, partnerships or other organizations in which such
officers or directors have a controlling interest, on substantially the same
terms (including price, or interest rates and collateral) as those prevailing at
the time for comparable transactions with unrelated parties.

On June 30, 1999, the Company sold to Flournoy Acquisition Company, LLC
("FAC") its development, construction and fee management business acquired in
connection with the November 1997 merger of the Company with Flournoy
Development Company ("Flournoy"). Messrs. Flournoy and Jones own 100% of the
membership interest of FAC. The businesses sold comprised a fraction of the
larger group of assets, including approximately 47 multifamily residential
properties, acquired in the 1997 merger. The Company retained all the
multifamily residential properties acquired in the merger. The Company received
net proceeds of $18.1 million for the assets sold and recorded a net loss of
approximately $4.0 million, relating mainly to the write-off of goodwill from
the original purchase of Flournoy. In the transaction FAC acquired the
third-party development businesses, related fixed assets including single family
development, land and property held for sale, and the fee management business of
5,131 tax credit apartment units. The transaction structure and financial terms
were negotiated at arms length over a period of approximately two months, and
the Company believes that the terms of the sale of Flournoy are no less
favorable to the Company than could have been negotiated with unaffiliated third
parties.

In connection with the foregoing sale, the Company entered into certain
development contracts with FAC and Flournoy Construction Company ("FCC") to
complete the development and construction of certain pre-determined properties
of which the Company had begun development efforts. These agreements were
negotiated at arms length. The contracts provide for turn key development and
construction of the subject properties. During 1999, the Company paid FCC an
aggregate of approximately $35 million under the contracts, which included costs
plus construction management fees.

INDEBTEDNESS OF MANAGEMENT TO THE COMPANY

In June 1997 the Company sold shares of Common Stock and Units to certain
employees pursuant to a Leadership Employee Stock Ownership Program ("LESOP").
Under the LESOP, shares of Common Stock and Units are sold to employees at fair
market value, with up to 15% of the sale price being payable by means of an
unsecured promissory note from the employee to the Company. Shares sold pursuant
to the

6
<PAGE>
LESOP are treated as sold pursuant to the 1994 Restricted Stock and Stock Option
Plan, as amended and restated, with financing provided pursuant to relevant
provisions of the plan.

The executive officers of the Company listed in the table below are
indebted to the Company pursuant to such promissory notes for shares of Common
Stock and Units acquired under the LESOP. The table indicates the largest amount
of the indebtedness outstanding since the beginning of fiscal year 1999 and the
amount outstanding at April 30, 2000. Such indebtedness bears interest at from
5.59% to 6.49% per annum.

<TABLE>
<CAPTION>
MAXIMUM
INDEBTEDNESS INDEBTEDNESS AT
SINCE JANUARY 1, 1999 APRIL 30, 2000
---------------------- ---------------------
<S> <C> <C>
George E. Cates...................... $ 443,344 $ 242,719
H. Eric Bolton....................... $ 398,138 $ 220,163
Simon R.C. Wadsworth................. $ 366,938 $ 204,563
Total executive officers............. $1,208,419 $ 667,444
</TABLE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------------------------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING
NAME AND POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARDS($) OPTIONS(#)
- ------------------------------------- ----- --------- -------- ------------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
George E. Cates...................... 1999 $ 275,841 $ 14,000 $129,366 -- 30,000
Chairman, Chief Executive 1998 270,172 78,786 89,611 -- 20,000
Officer and Director 1997 259,500 -- 12,500 -- 40,000

H. Eric Bolton....................... 1999 224,760 49,798 109,048 -- 20,000
President, Chief Operating 1998 218,815 64,196 61,986 -- 20,000
Officer, and Director 1997 166,251 -- -- -- 33,000

Simon R. C. Wadsworth................ 1999 183,894 35,055 99,574 -- 20,000
Executive Vice-President, Chief 1998 177,560 52,524 51,656 -- 20,000
Financial Officer and Director 1997 136,974 -- -- -- 27,000

John F. Flournoy(2).................. 1999 144,792 37,500 209,899 -- 20,000
1998 256,000 74,701 -- -- 20,000

W. Randall Jones(2).................. 1999 110,403 37,500 209,899 -- 20,000
1998 215,000 62,737 -- -- 20,000
</TABLE>
- ------------
(1) Represents supplemental bonus pursuant to the Company's LESOP, all of which
was offset against the indebtedness of the executive officers to the Company
described in "Indebtedness of Management to the Company" above. In
addition to the supplemental bonus, Mr. Cates' amounts includes an auto
allowance of $6,600, $12,500 and $12,500 for the years 1999, 1998 and 1997,
respectively.

(2) Messrs. Flournoy and Jones resigned as employees in connection with the sale
of certain assets of the Company to FAC, as described in the section
entitled "Certain Transactions With Management" above on June 30, 1999.

7
<PAGE>
OPTION GRANTS AS OF DECEMBER 31, 1999. The following table provides
information on option grants during the year ending December 31, 1999 to the
executive officers listed in the table above.

INDIVIDUAL OPTION GRANTS

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
% OF TOTAL ASSUMED RATES OF
OPTIONS ANNUAL STOCK PRICE
GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM
GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
------- ------------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
George E. Cates...................... 30,000 7.9% $ 22.25 2/17/09 $ 419,787 $ 1,063,823
H. Eric Bolton....................... 20,000 5.3% 22.25 2/17/09 279,858 709,215
Simon R. C. Wadsworth................ 20,000 5.3% 22.25 2/17/09 279,858 709,215
John F. Flournoy..................... 20,000(1) 5.3% 22.25 2/17/09 279,858 709,215
W. Randall Jones..................... 20,000(1) 5.3% 22.25 2/17/09 279,858 709,215
</TABLE>
- ------------

(1) Upon the resignations of Messrs. Flournoy and Jones as of June 30, 1999, the
options held by each of Messrs. Flournoy and Jones to purchase these shares
of Common Stock terminated.

AGGREGATED OPTION EXERCISES THROUGH DECEMBER 31, 1999. The following table
provides information on options held by the executive officers listed above
through December 31, 1999, and the value of each of their unexercised options at
December 31, 1999.

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED
EXERCISED OPTIONS UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
----------------------- AT DECEMBER 31, 1999 AT DECEMBER 31, 1999(1)
SHARES -------------------- -----------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------- ----------- -------- -------------------- -----------------------
<S> <C> <C> <C> <C>
George E. Cates......................... -- -- 115,000/80,000 $230,000/$11,250
H. Eric Bolton.......................... -- -- 38,700/64,300 --/$ 7,500
Simon R. C. Wadsworth................... -- -- 39,969/56,700 --/$ 7,500
John F. Flournoy(2)..................... -- -- -- --/--
W. Randall Jones(2)..................... -- -- -- --/--
</TABLE>
- ------------

(1) Based upon the closing price of the Company's Common Stock on the NYSE on
December 31, 1999 of $22.625 per share.

(2) Upon the resignations of Messrs. Flournoy and Jones as of June 30, 1999, the
options held by each of Messrs. Flournoy and Jones to purchase these shares
of Common Stock terminated.

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

The Compensation Committee during 1999 consisted of Messrs. Hawkins,
Fogelman, Flournoy, Grinalds, Horn and Starnes. During 1999, no insider
participated in decisions related to his compensation. None of the Company's
executive officers served as a director or member of the compensation committee
of any other entity whose executive officers served on the Company's Board of
Directors or Compensation Committee.

Mr. Flournoy was formerly Vice-Chairman of the Company and Chairman and
Chief Executive Officer of Flournoy Development Company, a subsidiary of the
Company. On June 30, 1999, the Company sold to Flournoy Acquisition Company, LLC
("FAC") its development, construction and fee management businesses acquired
in connection with the November 1997 merger of the Company with Flournoy
Development Company. Messrs. Flournoy and Jones own 100% of the membership
interest of FAC. The businesses sold comprised a fraction of the larger group of
assets acquired in the 1997 merger. The Company retained all the multifamily
residential properties acquired in the merger. The Company received

8
<PAGE>
net proceeds of $18.1 million for the assets sold and recorded a net loss of
approximately $4.0 million, relating mainly to the write-off of goodwill from
the original purchase of Flournoy. In the transaction FAC acquired the
third-party development businesses, related fixed assets including single family
development, land and property held for sale, and the fee management business of
5,131 tax credit apartment units. The transaction structure and financial terms
were negotiated at arms length over a period of approximately two months, and
the Company believes that the terms of the sale of Flournoy are no less
favorable to the Company than could have been negotiated with unaffiliated third
parties.

Mr. Flournoy began serving on the Compensation Committee only after he
ceased being an employee of the Company, and thus he did not participate in any
decision related to his own compensation.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

GENERAL

The Compensation Committee of the Board of Directors is composed of the
Independent Directors. The Compensation Committee is responsible for ensuring
that a proper balance of current compensation and longer-term equity-based
rewards are offered to executive management to provide incentives to increase
shareholder value.

Each executive officer's compensation is determined annually by the
Committee, including base salary, discretionary cash bonuses, and stock
incentive awards. The Company's compensation policy is to reward performance,
which leads to long-term growth in shareholder value per share, as exemplified
by growth in the value of the Company's portfolio and of funds from operations
per share. The Committee has reviewed the compensation plans of other
multi-family REITs of similar size and performance to the Company and attempts
to be competitive on a total compensation basis.

BASE SALARY

Each executive officer's base salary is based upon the competitive market
for the executive officer's services, including the executive's specific
responsibilities, experience and overall performance. The Committee attempts to
reward long-term performance, and it is the objective of the Company to set base
salaries at or below the level of median base salary level of the Company's
peers in its industry.

ANNUAL INCENTIVE COMPENSATION

The Committee awards discretionary year-end bonuses which are tied to
achieving specific goals for growth in value per share and other specific
individual and Company goals which it believes are instrumental in building
long-term value. The Committee sets the Company's bonus formula annually.

SECOND AMENDED AND RESTATED 1994 RESTRICTED STOCK AND STOCK OPTION PLAN

The Second Amended and Restated 1994 Restricted Stock and Stock Option Plan
(the "Plan") is the Company's long-term incentive plan for executive officers
and other selected employees. The objective of the program is to retain and
motivate executives to improve long-term stock performance. The Compensation
Committee has the authority, within limitations set forth in the Plan, (i) to
establish rules and regulations concerning the Plan, (ii) to determine the
persons to whom options and restricted securities may be granted, (iii) to fix
the number of shares of Common Stock to be covered by each option and (iv) to
set the terms and provisions of each option and restricted security to be
granted. Stock options are generally granted at the prevailing market value and
will only have value if the Company's stock increases in value.

NON-QUALIFIED EXECUTIVE DEFERRED COMPENSATION PLAN

The non-qualified deferred compensation plan is the Company's long-term
incentive plan for key employees who are not qualified for participation in the
Company's 401(k). Under the terms of the plan,

9
<PAGE>
key employees may elect to defer a percentage of their compensation and the
Company matches a portion of their salary deferral with similar provisions as
apply for the Company's 401(k). The plan is designed so that the employees'
investment earnings under the non-qualified plan should be the same as the
earning assets in the Company's 401(k).

COMPENSATION OF CHIEF EXECUTIVE OFFICER

Mr. Cates' employment agreement with the Company, entered into in December
1999, provides for a base salary of $276,750 for the year ended December 31,
1999. The Compensation Committee considered this annual base salary to be
competitive with comparable REITs in the Company's geographic area. In 1999, Mr.
Cates received $14,000 in bonus compensation.

EMPLOYMENT AGREEMENTS

The Company entered into employment agreement with Messrs. Cates, Bolton
and Wadsworth in December 1999. These employment agreements have substantially
similar terms, except for their base salary provisions. Each one (i) has a term
of one year that renews automatically on the first day of each month for an
additional one-month period, so that on the first day of each month, unless
sooner terminated in accordance with the terms of the agreement, the remaining
term is one year; (ii) provides for annual base salaries for the executives,
subject to increase at the discretion of the Compensation Committee; and (iii)
provides for annual incentive/bonus compensation under the terms of the plan
described above.

Upon the executive's termination due to death or permanent disability or in
the event the executive is terminated without cause by the Company or suffers a
constructive termination of his employment and there has been no change of
control, the Company will pay the executive any amounts due to the executive as
of the date of termination under the terms of all incentive and bonus plans, and
will also continue to pay the executive his base salary as then in effect for
one year after the termination. In addition, all stock options granted to the
executive shall become fully vested and exercisable in accordance with their
terms on the termination date, or the executive may elect to receive an amount
in cash equal to the in-the-money value of the shares covered by all such
options. Finally, the Company will pay to the executive all legal fees incurred
by the executive in connection with his termination without cause or
constructive termination by the Company.

If the executive is terminated without cause or suffers a constructive
termination in anticipation of, on, or within three years after a change in
control of the Company, the executive is entitled to receive a payment equal to
the sum of two and 99/100 (2.99) times his annual base salary in effect on the
date of termination plus two and 99/100 (2.99) times his average annual cash
bonus paid during the two immediately preceding fiscal years. To the extent that
an excise tax on excess parachute payments will be imposed on the executive
under Section 4999 of the Internal Revenue Code as a result of such payment, the
Company shall pay the executive an additional amount sufficient to reimburse him
for taxes imposed pursuant to Sections 280G and 4999 of the Internal Revenue
Code. In addition, all stock options granted to the executive shall become fully
vested and exercisable in accordance with their terms on the termination date,
or the executive may elect to receive an amount in cash equal to the greater of
(i) the in-the-money value of the shares covered by all such options or (ii) the
difference between the highest per share price for shares of the Company paid in
connection with the change of control and the per share exercise price of the
options held by the executive, multiplied by the number of shares covered by all
such options. Finally, the Company will pay to the executive all legal fees
incurred by the executive in connection with the change of control.

Each employment agreement also contains confidentiality and non-competition
provisions, as well as the agreement of the executive not to hire other
employees of the Company upon severance.

COMPENSATION COMMITTEE
O. Mason Hawkins (Chairman)
John F. Flournoy
Robert F. Fogelman
John S. Grinalds
Ralph Horn
Michael S. Starnes

10
<PAGE>
PERFORMANCE GRAPH

The following graph compares the cumulative total return to the
shareholders of Mid-America Apartment Communities, Inc. ("MAA") to the S&P 500
and the Equity Total Return index prepared by the National Association of Real
Estate Investment Trusts ("NAREIT"). It assumes that the base share price for
the Common Stock and each index is $100 and that all dividends are reinvested.
The performance graph is not necessarily indicative of future investment
performance.

[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]

MID-AMERICA APARTMENT COMMUNITIES, INC.
TOTAL RETURN PERFORMANCE

<TABLE>
<CAPTION>
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MAA.................................. 100.00 100.30 126.66 135.27 116.62 128.99
S & P 500............................ 100.00 137.43 168.99 225.37 289.78 350.72
NAREIT Equity REITs.................. 100.00 115.27 155.92 187.51 154.69 147.54
</TABLE>

11
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers to
file with the Commission initial reports of ownership and reports of changes in
ownership of the Company's Common Stock and to furnish the Company with copies
of all forms filed.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the past fiscal year all Section 16(a) filing
requirements applicable to the Company's directors and executive officers were
completed on a timely basis.

The affirmative vote of a plurality of the votes cast at the Annual
Meeting, in person or by proxy, is required to elect the nominees as Class III
directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE NOMINEES FOR CLASS III DIRECTORS

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF KPMG LLP
AS THE 2000 INDEPENDENT AUDITORS

The Board of Directors has selected KPMG LLP as the Company's independent
auditors for 2000. KPMG LLP served as independent auditors of the Company for
the year ended December 31, 1999. Representatives of the firm will be present at
the Annual Meeting, have an opportunity to make a statement if they so desire
and are expected to be available to respond to appropriate questions.

The affirmative vote of a majority of the votes cast in person or by proxy
is required to ratify the selection of KPMG LLP as the Company's independent
auditors for 2000.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ADOPTION OF PROPOSAL NO. 2.

PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO THE SECOND AMENDED AND RESTATED
1994 RESTRICTED STOCK AND STOCK OPTION PLAN

On February 22, 2000, subject to shareholder approval, the Board of
Directors adopted an amendment (the "Amendment") to the Company's Second
Amended and Restated 1994 Restricted Stock and Stock Option Plan (the "Plan").
The purpose of the amendment is to increase the number of shares of Common Stock
which may be issued pursuant to the Plan from 1,000,000 to 2,000,000, subject to
stock dividends and similar events. The full text of the Plan is attached as
Exhibit A to this Proxy Statement.

The Board believes that the Amendment furthers the Board's philosophy of
closely aligning the interests of the Company's shareholders and management and
using incentive based compensation to encourage and reward performance. The
Amendment will permit the Company to continue to emphasize compensation with a
value directly tied to Company goals and performance. The Board believes that
the Amendment to the Plan will enable the Company to maintain a total
compensation program which combines salary, bonuses and long-term share
incentive awards to encourage management strategies and action that will
continue to build shareholder value. For these reasons, the Company recommends a
vote "FOR" the proposal to adopt the Amendment.

The following paragraphs summarize the principal features of the Plan. This
summary is subject, in all respects, to the terms of the Plan.

12
<PAGE>
ADMINISTRATION. The Plan is administered by the Compensation Committee of
the Board of Directors, although the Compensation Committee may delegate its
authority and responsibilities under the Plan to one or more officers of the
Company, to the extent permitted by applicable law. The Committee generally has
the authority, within limitations described in the Plan, (i) to establish rules
and policies concerning the Plan, (ii) to determine the persons to whom awards
under the Plan may be granted, (iii) to fix the number of shares to be covered
by each award and the value of incentive awards, and (iv) to set the terms of
each award. Each type of award is described below.

ELIGIBILITY. Officers and key employees of the Company and its present and
future subsidiaries and affiliates, including employees who are members of the
Board, are eligible to participate in the Plan. The Committee selects the
individuals who will participate in the Plan ("Participants"), but no person
may participate in the Plan while he is a member of the Compensation Committee.

OPTIONS. Options granted under the Plan may be Incentive Stock Options
("ISOs") or Nonqualified Stock Options. An option entitles a Participant to
purchase shares of the Company's Common Stock from the Company at the exercise
price. The exercise price may be paid in cash or by check, and the Committee has
the discretion to authorize payment by cashless exercise, by delivery to the
Company of shares of the Company's Common Stock having a value equal to the
aggregate exercise price of the options being exercised, or by any combination
thereof. The exercise price is fixed by the Committee at the time the option is
granted, but the price cannot be less than the fair market value of the shares
on the date of grant. Options granted under the Plan will not be ISOs to the
extent that the fair market value of the shares with respect to which ISOs first
become exercisable in any year exceeds $100,000.

RESTRICTED SECURITIES AWARDS. Under the Plan, Participants may be awarded
restricted securities consisting of either shares of Common Stock or Class A
Common Units of interest (the "Units") in Mid America Apartments, L.P. (the
shares of Common Stock together with the Units, the "Restricted Securities").
Awards of Restricted Securities shall be subject to such terms and conditions as
the Compensation Committee in its sole discretion may impose, including
restrictions on transferability and vesting provisions.

FINANCING ASSISTANCE. If the Compensation Committee determines that such
action is advisable, the Company may, or may cause Mid-America Apartments, L.P.
(the "Partnership") to, assist any Participant in obtaining financing from the
Company or from any bank or other third party, on such terms as are determined
by the Committee, and in such amount as is required to accomplish the purposes
of the Plan, including, but limited to, permitting the exercise of an award
and/or paying any taxes in respect thereof to the extent permitted by law. Such
assistance may take any form that the Committee deems appropriate, including,
but not limited to, a direct loan from the Company or the Partnership, a
guarantee of the obligation by the Company or the Partnership, or the
maintenance by the Company or the Partnership of deposits with such bank or
third party.

SHARE AUTHORIZATION. All awards made under the Plan are evidenced by
written agreements between the Company and the Participant. A maximum of
1,000,000 shares may be issued under the Plan as currently in effect. These
share limitations and the terms of outstanding awards will be adjusted, as the
Compensation Committee deems appropriate, in the event of a share dividend,
share split, combination, reclassification, recapitalization or other similar
event. If the Amendment is approved by the Company's shareholders, the maximum
number of shares issuable under the Plan will be increased to 2,000,000.

TERMINATION AND AMENDMENT. No award may be granted under the Plan after
January 31, 2004. The Board may amend or terminate the Plan at any time, but any
amendment is subject to shareholder approval within one year after such
amendment is approved by the Board.

13
<PAGE>
AWARDS. The following chart summarizes, as the date hereof, the number of
awards allocated for the current fiscal year to each of the following
individuals or groups under the Plan as of the date of this Proxy Statement.

<TABLE>
<CAPTION>
NAME TYPE OF AWARD # SHARES / UNITS DOLLAR ($) VALUE
- ------------------------------------- ----------------- -------------------- ----------------
<S> <C> <C> <C>
George E. Cates...................... Restricted Stock 5,000 Shares $110,938(1)
Chairman, Chief Executive Officer Stock Options 36,500 Shares $ -- (2)
and Director
H. Eric Bolton....................... Restricted Stock 4,500 Shares $ 99,844(1)
President, Chief Operating Officer Stock Options 25,500 Shares $ -- (2)
and Director
Simon R. C. Wadsworth................ Restricted Stock 1,250 Shares $ 27,734(1)
Executive Vice-President, Stock Options 23,000 Shares $ -- (2)
Chief Financial Officer and
Director
Non-Executive........................ Restricted Stock -- --
Officer Employee Group Stock Options 263,000 Shares -- (2)
</TABLE>
- ------------

(1) Based upon the closing price of the Company's Common Stock on the NYSE on
February 22, 2000 of $22.1875 per share. The Restricted Stock Awards vest
evenly over ten years.

(2) Stock options awarded on February 22, 2000 at an exercise price of $22.1875.

FEDERAL INCOME TAXES. The Company has been advised by counsel regarding
the federal income tax consequences of the Plan. No income is recognized by a
Participant at the time an option is granted. If the option is an ISO, no income
will be recognized upon the Participant's exercise of the option. Income is
recognized by a Participant when he disposes of shares acquired under an ISO.
The exercise of a Nonqualified Stock Option generally is a taxable event that
requires the Participant to recognize, as ordinary income, the difference
between the fair market value of the stock and the exercise price. A Participant
will recognize income on account of an award of Restricted Securities on the
first day that the shares are either transferable or not subject to a
substantial risk of forfeiture, unless the recipient elects to recognize income
in the year the shares are received. The amount of income recognized by the
Participant is equal to the fair market value of the shares of Common Stock or
Units received on that date. The employer (either the Company or its affiliate)
will be entitled to claim a federal income tax deduction on account of the
exercise of a Nonqualified Stock Option and upon the vesting of a Restricted
Securities award. The amount of the deduction is equal to the ordinary income
recognized by the Participant. The employer will not be entitled to a federal
income tax deduction on account of the grant or the exercise of an ISO. The
employer may claim a federal income tax deduction on account of certain
dispositions of shares of Common Stock acquired upon the exercise of an ISO.

Unless a shareholder specifies otherwise, each shareholder's shares
represented by the enclosed proxy will be voted "FOR" approval of the
Amendment to the Plan.

The affirmative vote of a majority of the votes cast at the Annual Meeting,
in person or by proxy, is required to approve the Amendment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ADOPTION OF PROPOSAL NO. 3.

SHAREHOLDERS' PROPOSALS FOR 2001 ANNUAL MEETING

Shareholders' proposals intended to be presented at the 2001 Annual Meeting
of Shareholders must be received by the Company no later than January 5, 2001
for inclusion in the Company's proxy statement and form of proxy relating to
that meeting.

OTHER MATTERS

The Board of Directors, at the time of the preparation of this Proxy
Statement, knows of no business to come before the meeting other than that
referred to herein. If any other business should come before the

14
<PAGE>
meeting, the person named in the enclosed Proxy will have discretionary
authority to vote all proxies in accordance with his best judgment.

Upon the written request of any record holder or beneficial owner of Common
Stock entitled to vote at the Annual Meeting, the Company, without charge, will
provide a copy of its Annual Report on Form 10-K for the year ended December 31,
1999, as filed with the Securities and Exchange Commission. Requests should be
directed to Mark S. Martini, Secretary, Mid-America Apartment Communities, Inc.,
6584 Poplar Avenue, Suite 340, Memphis, Tennessee, 38138, which is the address
of the Company's principal executive offices.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ MARK S. MARTINI
MARK S. MARTINI
SECRETARY

April 30, 2000

15
<PAGE>
EXHIBIT A

MID-AMERICA APARTMENT COMMUNITIES, INC.
THIRD AMENDED AND RESTATED
1994 RESTRICTED STOCK AND STOCK OPTION PLAN

1. PURPOSES OF THE PLAN

The purposes of the Mid-America Apartment Communities, Inc. 1994 Restricted
Stock and Stock Option Plan (the "Plan") are to advance the interests of the
Company, to increase stockholder value by providing its executive officers and
other key employees with a proprietary interest in the growth and performance of
the Company and with incentives for continued service with and rewards for
outstanding service to the Company, its subsidiaries and/or its affiliates, and
to provide the Company and the Operating Partnership (hereinafter defined) with
an additional means to attract and retain qualified executive officers and other
key employees. The Plan will provide for the issuance of up to 2,000,000 shares
of Common Stock and/or units of limited partnership interest in the Operating
Partnership redeemable for shares of Common Stock, to the executive officers and
key employees of the Company and its subsidiaries and affiliates. To this end,
the Compensation Committee of the Company's Board of Directors (the
"Committee") may grant stock options and restricted securities awards to
executive officers and other key employees of the Company, its subsidiaries
and/or its affiliates, on the terms and subject to the conditions set forth in
this Plan.

2. DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth
below:

2.1 "Award" means any form of Stock Option or Restricted Securities
granted under the Plan, whether singly, in combination, or in tandem, to a
Participant by the Committee pursuant to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee may establish.

2.2 "Award Agreement" means a written agreement setting forth the
terms of an Award.

2.3 "Board" means the Board of Directors of the Company.

2.4 "Class A Common Unit" means a Class A Common Unit of limited
partnership interest in the Operating Partnership.

2.5 "Code" means the Internal Revenue Code of 1986, as amended.
References to any provision of the Code shall be deemed to include
successor provisions thereto and rules and regulations thereunder.

2.6 "Committee" means the Compensation Committee of the Board, each
member of which, for purposes of this Plan, shall be a disinterested person
within the meaning of Exchange Act Rule 16b-3.

2.7 "Common Stock" means the Common Stock of the Company, $.01 par
value.

2.8 "Company" means Mid-America Apartment Communities, Inc., its
subsidiaries and its affiliates.

2.9 "Disability" means the inability to substantially perform the
usual duties of the person's occupation by reason of a medically
determinable physical or mental impairment which can be expected to be of
long, continued and indefinite duration as determined by the Committee.

2.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act
shall be deemed to include successor provisions thereto and rules and
regulations thereunder.

2.11 "Fair Market Value," unless otherwise required by an
applicable provision of the Code, as of any date, means the reported last
sale price of the Common Stock on such date as reported on the New York
Stock Exchange Consolidated Tape.

A-1
<PAGE>
2.12 "Incentive Stock Option" ("ISO") means any Stock Option
intended to be, and designated and qualifying as, an "incentive stock
option" within the meaning of Section 422 of the Code.

2.13 "Non-Qualified Stock Option" means any Stock Option awarded
under this Plan that is not intended to be an Incentive Stock Option or
that fails to meet the requirements applicable to an Incentive Stock
Option.

2.14 "Officer" means a person who is considered to be an officer of
the Company under Securities Exchange Act Rule 16a-1(f).

2.15 "Operating Partnership" means Mid-America Apartments, L.P., a
Tennessee limited partnership, of which the Company is the sole general
partner.

2.16 "Option" or "Stock Option" means a right granted pursuant to
the Plan to purchase shares of Common Stock, and includes the terms
Incentive Stock Option and Non-Qualified Stock Option.

2.17 "Option Price" or "Exercise Price" means the price per share
at which Common Stock may be purchased upon the exercise of an Option.

2.18 "Participant" means any individual to whom an Award has been
granted by the Committee under either Plan.

2.19 "Restricted Securities" means shares of Common Stock or Class
A Common Units issued pursuant to a Restricted Securities Award which are
subject to such conditions, including, without limitation, risks of
forfeiture, as may be determined by the Committee and specified in the
Award Agreement.

2.20 "Retirement" means retirement from active employment under a
retirement plan of the Company, any subsidiary or affiliate, or pursuant to
an employment agreement with any of the aforementioned, or termination of
employment at or after age 55 under circumstances which the Committee, in
its sole discretion, deems equivalent to retirement.

2.21 "Termination of Employment" means the termination of a
Participant's active employment with the Company which is not deemed to be
a Retirement or a termination due to a Disability.

3. ADMINISTRATION

3.1 The Plan shall be administered and interpreted by the Committee.

3.2 The Committee shall have the authority to (a) establish such rules and
regulations as it deems necessary for the proper operation and administration of
the Plan; (b) select the persons to receive Awards under the Plan; (c) determine
the form of an Award, or combinations thereof, and whether such Award is to
operate on a tandem basis and/or in conjunction with or apart from other awards
made by the Company, either within or outside of this Plan; (d) determine the
number of shares of Common Stock or Class A Common Units to be covered by each
such Award granted hereunder; (e) determine the terms and conditions, not
inconsistent with the terms of this Plan, of any Award granted hereunder
(including, but not limited to, any restriction or limitation on transfer, any
vesting schedule or acceleration thereof, and any forfeiture provisions or
waiver thereof), regarding any Award and the shares of Common Stock and/or Class
A Common Units relating thereto, based on such factors as the Committee shall
determine, in its sole discretion; (f) determine whether Common Stock or Class A
Common Units payable with respect to an Award under this Plan shall be deferred,
either automatically or at the election of the Participant; and (g) make any
other determination or take any action that the Committee deems necessary or
desirable for the administration of the Plan.

3.3 Unless authority is specifically reserved to the Board under the terms
of the Plan, the Company's Charter or By-Laws, or applicable law, the Committee
shall have sole discretion in exercising authority under the Plan. The Committee
may delegate to officers or managers of the Company or any subsidiary the
authority, subject to such terms as the Committee shall determine, to perform
administrative functions and,

A-2
<PAGE>
with respect to Participants not subject to Section 16 of the Exchange Act, to
perform such other functions as the Committee may determine, to the extent
permitted under Rule 16b-3 and applicable law. Any decision, interpretation or
other action made or taken in good faith by or at the direction of the Company,
the Board, or the Committee (or any of its members pursuant to any authority
duly delegated to any such member) arising out of or in connection with the Plan
shall be within the absolute discretion of all or any of them, as the case may
be, and shall be final, binding and conclusive on the Company and all employees
and Participants and their respective beneficiaries, heirs, executors,
administrators, successors and assigns.

4. ELIGIBILITY

Officers and other key employees (including those who may also be Directors
of the Company) of the Company and its present and future subsidiaries and
affiliates, including the Operating Partnership, who are not members of the
Committee and who are responsible for or contribute to the management, growth
and profitability of the business of the Company, are eligible to receive Awards
under the Plan.

5. SHARES AVAILABLE FOR AWARDS

5.1 The maximum number of shares of Common Stock of the Company that may
be used in conjunction with the grant of Awards under the Plan is 2,000,000. In
determining the number of shares available from time to time for Awards under
the Plan, each Class A Common Unit covered by any Award shall be considered the
equivalent of one share of Common Stock, and the Company shall not grant awards
involving Class A Common Units in excess of the remaining number of shares of
Common Stock available under the Plan.

5.2 Shares of stock which are attributable to Awards which expire or are
otherwise terminated, cancelled, surrendered or forfeited, during a calendar
year, are available for issuance or use in connection with future Awards, during
the calendar year in which they expire or otherwise become available, provided,
however, that, if any such shares could not again be available for Awards to a
Participant who is subject to Section 16 of the Exchange Act under applicable
share counting requirements of Rule 16b-3, such shares shall be available
exclusively for Awards to Participants who are not subject to Section 16.

5.3 Shares of Common Stock to be issued under the Plan may be authorized
and unissued shares of Common Stock, treasury stock or a combination thereof.

5.4 In the event of a merger, consolidation, reorganization,
recapitalization, stock split, stock dividend, other extraordinary dividend or
other changes in corporate structure or capitalization affecting the Common
Stock, the Committee may make appropriate adjustment in the number of shares or
number and kind of other securities subject to options, rights and other Awards
granted under the Plan, and/or the exercise price and other terms and conditions
of Awards or appropriate adjustment in the maximum number of shares referred to
in Section 5 of the Plan, as the Committee may determine to be necessary or
appropriate in order to prevent dilution or enlargement of the rights of
Participants.

6. AWARDS UNDER THE PLAN

6.1 STOCK OPTIONS. The Committee may grant Incentive Stock Options
("ISO"), Non-Qualified Stock Options or both to purchase shares of Common
Stock from the Company to such Officers and other key employees in such amounts
and subject to such terms and conditions, as the Committee shall determine in
its sole discretion, subject to the provisions of the Plan, provided, however,
that in no event may any Stock Option be granted hereunder after the expiration
of 10 years after the date of the Plan. The automatic or discretionary grant of
"reload" Stock Options is specifically authorized.

In the case of ISOs, the terms and conditions of such grants, including the
exercise price of the purchase of Common Stock, shall be subject to and comply
with the requirements of Section 422 of the Code, as from time to time amended,
and any implementing regulations.

The exercise price at which shares of Common Stock may be purchased
pursuant to the grant of an Option shall be fixed by the Committee at the time
of grant; however, the price of an ISO must be equal to or greater than the Fair
Market Value of the shares of Common Stock covered thereby. The exercise price
of an ISO granted to any Participant who owns shares of Common Stock possessing
more than 10% of the

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total combined voting power of all outstanding shares of Common Stock of the
Company must be at least equal to 110% of the fair market value of the shares of
Common Stock on the date of grant. Options granted under the Plan will not be
ISOs to the extent that the Fair Market Value of the shares of Common Stock with
respect to which ISOs first become exercisable in any year exceeds $100,000.

6.2 RESTRICTED SECURITIES AWARDS. The Committee may grant Restricted
Securities Awards ("RSAs") to such Officers and other key employees in such
amounts and subject to such terms and conditions as the Committee may determine
in its sole discretion, including such restrictions on transferability and other
restrictions, vesting or other provisions as the Committee may impose, which
restrictions may lapse separately or in combination at such times, under such
circumstances, in such installments, or otherwise, as the Committee shall
determine.

Unless otherwise determined by the Committee at the time of an Award, the
holder of an RSA shall have the right to vote the restricted securities and to
receive dividends or distributions thereon, unless and until such restricted
securities are forfeited.

In the event all or any of the shares of Common Stock or Class A Common
Units subject to RSA are forfeited due to failure to meet or comply with
restrictions imposed by the Committee at the time of grant prior to the lapse of
such restrictions, the Company shall repay to the Participant (or the
Participant's estate) any cash amount paid by the Participant for such forfeited
shares.

6.3 TANDEM AND SUBSTITUTE AWARDS. Awards granted under the Plan may, in
the discretion of the Committee, be granted either alone or in addition to, in
tandem with, or in substitution for, any other Award granted under the Plan or
any award granted under any other plan of the Company, any Subsidiary or
Affiliate, or any business entity to be acquired by the Company or a Subsidiary
or Affiliate, or any other right of a Participant to receive payment from the
Company or any Subsidiary or Affiliate. If an Award is granted in substitution
for another Award or award, the Committee shall require the surrender of such
other Award or award in consideration for the grant of the new Award. Awards
granted in addition to or in tandem with other Awards or awards may be granted
either as of the same time as or a different time from the grant of such other
Awards or awards.

7. AWARD AGREEMENTS

Awards under the Plan shall be evidenced by an agreement approved by the
Committee that sets forth the terms, conditions and limitations of an Award. The
Committee may amend agreements theretofore entered into, either prospectively or
retroactively, including, but not limited to, the acceleration of vesting of or
lapse of restrictions on an Award and the extension of time to exercise an
Award, except that, no such amendment shall affect the Award in a materially
adverse manner without the consent of the Participant (except for an amendment
made to cause the Plan to qualify for an exemption provided by Rule 16b-3).

8. MISCELLANEOUS PROVISIONS RELATED TO PARTICIPANTS

8.1 The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company. The Company may at any
time dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement. No Participant or other person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Participants or
holders or beneficiaries of Awards.

8.2 Except as may be otherwise provided under Section 6.2, no Award
granted under the Plan, unless otherwise provided in the Award Agreement, shall
entitle the holder of such Award to any dividend, voting or other right of a
stockholder unless and until the date of issuance under the Plan of the shares
that are subject to such Award.

8.3 The purchase price of the shares of Common Stock as to which an Option
is exercised shall be paid in cash or by check, except as otherwise hereinafter
provided, at the time of exercise. In addition, in its sole discretion, the
Committee may determine that it is an appropriate method of payment for grantees
to pay for any shares subject to an option by (i) delivering certificates for
unrestricted shares of Common Stock having a value equal to the Exercise Price
of the Options being exercised, or (ii) delivering a properly

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executed exercise notice together with a copy of irrevocable instructions to a
broker to deliver promptly to the Company the amount of proceeds for the sale of
shares of Common Stock or margin credit extended on shares of Common Stock
(including the Common Stock to be acquired pursuant to the exercise of Options)
to pay the purchase price. To facilitate the foregoing, the Company may enter
into agreements for coordinated procedures with one or more brokerage firms. The
value of Company Common Stock surrendered in payment of the Exercise Price shall
be its Fair Market Value, determined pursuant to Section 2.10, on the date of
exercise. Upon receipt of a notice of exercise of a Stock Option and upon
payment of the Exercise Price, the Company shall promptly deliver to the
Participant a certificate or certificates for the shares of Common Stock
purchased, without charge to him or her for issue or transfer tax. The
Committee, in its sole discretion, may from time to time permit the method of
exercising Options known as pyramiding or "cashless exercise" (that is, the
automatic application of shares received upon the exercise of a portion of an
Option to satisfy the exercise price for additional portions of the Option).

8.4 A Participant may be required to pay to the Company, and the Company
shall have the right to deduct from all amounts paid to a Participant (whether
under the Plan or otherwise), any taxes required by law to be paid or withheld
in respect of Awards hereunder to such Participant. The Committee may provide
for additional cash payments to holders of Awards to defray or offset any tax
arising from the grant, vesting exercise or payment of any Award or, at the
election of the holder of the Award, the Committee may withhold shares or accept
the transfer of shares to the Company, in such amounts as are equivalent to the
Fair Market Value of the withholding obligations.

8.5 If the Committee determines that such action is advisable, the Company
may, or may cause the Operating Partnership to, assist any Participant in
obtaining financing from the Company or from any bank or other third party, on
such terms as are determined by the Committee, and in such amount as is required
to accomplish the purposes of the Plan, including, but not limited to,
permitting the exercise of an Award and/or paying any taxes in respect thereof
to the extent permitted by law. Such assistance may take any form that the
Committee deems appropriate, including, but not limited to, a direct loan from
the Company or the Operating Partnership, a guarantee of the obligation by the
Company or the Operating Partnership, or the maintenance by the Company or the
Operating Partnership of deposits with such bank or third party.

8.6 Awards, and any right that comes within the general definition of
"derivative security" of Rule 16a-1(c) under the Exchange Act, shall not be
assignable or transferable by a Participant except by will or the laws of
descent and distribution (or pursuant to a beneficiary designation authorized
under Section 8.7), and during the Award holder's lifetime, such Awards and
rights shall be exercisable only by such holder or such holder's duly appointed
guardian or legal representative.

8.7 Each Participant may file and maintain with the Company a written
designation of one or more persons as the beneficiary or beneficiaries who shall
be entitled to receive the Award or related payment payable under the Plan upon
the Participant's death. If no such designation is in effect at the time of a
Participant's death, or if no designated beneficiary survives the Participant or
if such designation conflicts with the law, the Participant's estate shall be
entitled to receive the Award or related payment, if any, payable under the Plan
upon the Participant's death.

9. GOVERNING LAW

The validity, construction, and effect of the Plan, any rules and
regulations relating to the Plan and any Award Agreement shall be determined in
accordance with the laws of the State of Tennessee and applicable federal law.

10. SEVERABILITY

If any provision of the Plan or any Award is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or as to any Participant
or Award under any law deemed applicable by the Committee, such provision or
Award shall be construed or deemed amended to conform to applicable laws, or if
it cannot be construed or deemed amended, in the determination of the Committee,
without materially altering the intent of the Plan or the Award, such provision
shall be stricken as to such jurisdiction,

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<PAGE>
Participant or Award and the remainder of the Plan and any such Award shall
remain in full force and effect.

11. UNFUNDED PLAN

The Plan is intended to constitute an "unfunded" plan. Unless otherwise
determined by the Committee, the Plan shall be unfunded and shall not create (or
be construed to create) a trust or a separate fund or funds. To the extent that
any person acquires a right to receive payments from the Company pursuant to an
Award, such right (unless otherwise determined by the Committee) shall be no
greater than the right of any unsecured general creditor of the Company.

12. RULE 16B-3 COMPLIANCE

12.1 Unless a Participant could otherwise transfer an equity security,
derivative security, or shares issued upon exercise of a derivative security
granted under the Plan without incurring liability under Section 16(b) of the
Exchange Act, (i) an equity security issued under the Plan, other than an equity
security issued pursuant to the exercise of a derivative security granted under
the Plan, shall be held for at least six months from the date of acquisition,
and (ii) at least six months shall elapse from the date of acquisition of a
derivative security to the date of disposition of the derivative security (other
than upon exercise or conversion) or disposition of any underlying equity
security issued pursuant to the exercise or conversion of such derivative
security.

12.2 It is the intent of the Company that this Plan comply in all respects
with applicable provisions of Rule 16b-3 and Rule 16a-1(c)(3) under the Exchange
Act in connection with any grant of Awards to or other transaction by a
Participant who is subject to Section 16 of the Exchange Act (except for
transactions exempted under alternative Exchange Act Rules or acknowledged in
writing to be non-exempt by such Participant). Accordingly, if any provision of
this Plan or any Award Agreement does not comply with the requirements of Rule
16b-3 or Rule 16a-1(c)(3) as then applicable to any such transaction, such
provision will be construed or deemed amended to the extent necessary to conform
to the applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such
Participant shall avoid liability under Section 16(b).

13. EFFECTIVE DATE AND TERM OF PLAN

13.1 The Plan is an amendment and restatement of the 1994 Restricted Stock
and Stock Option Plan of the Company originally adopted by the Company's
shareholder on January 26, 1994. The Plan became effective on February 4, 1994.

13.2 The Plan shall remain in effect until January 31, 2004, unless sooner
terminated by the Board. After this date, no further Awards may be granted but
previously granted Awards shall remain outstanding in accordance with their
applicable terms and conditions, as stated in the Award Agreement, and
conditions of the Plan.

14. AMENDMENT AND TERMINATION OF THE PLAN

14.1 The Plan may be amended by the Board in any respect, without the
consent of stockholders or Participants, except that any such amendment
(although effective when made) shall be subject to the approval of the Company's
stockholders within one year after such Board action if such stockholder
approval is required by any federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Common Stock may
then be listed or quoted, and the Board may otherwise, in its discretion,
determine to subject any other amendment to the Plan to stockholders for
approval. In addition, no amendment may materially impair the rights of a
Participant under any Award previously granted under the Plan without the
consent of such Participant, unless required by law.

14.2 The Plan may be terminated at any time by the Board. No further
Awards may be made under the Plan after termination, but termination shall not
affect the rights of any Participant under, or the authority of the Committee
with respect to, any grants or awards made prior to termination.

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FRONT SIDE OF PROXY

PROXY MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE, SUITE 340, MEMPHIS, TENNESSEE 38138
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints George E. Cates, Simon R.C. Wadsworth,
and Mark S. Martini as proxies, each with the power to appoint such person's
substitute, and hereby authorizes them to vote, as designated below, all the
shares of common stock of Mid-America Apartment Communities, Inc. (the
"Company") held of record by the undersigned on April 17, 2000 at the
annual meeting of shareholders to be held on June 8, 2000, or any adjournment
thereof.

1. ELECTION OF THREE CLASS III DIRECTORS

[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY to vote for
all nominees listed below

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST
BELOW.)

GEORGE E. CATES (01) SIMON R.C. WADSWORTH (02) JOHN S. GRINALDS (03)

2. RATIFICATION OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2000

[ ] FOR [ ] AGAINST [ ] WITHHOLD
AUTHORITY
(ABSTAIN)

3. APPROVAL OF AMENDMENT TO SECOND AMENDED AND RESTATED 1994 RESTRICTED
STOCK AND STOCK OPTION PLAN

[ ] FOR [ ] AGAINST [ ] WITHHOLD
AUTHORITY
(ABSTAIN)

4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

(PLEASE SEE REVERSE SIDE)

BACK SIDE OF PROXY
(CONTINUED FROM OTHER SIDE)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR ALL PROPOSALS.

DATED: ______________________, 2000
Please sign exactly as name
appears to left. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
full corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.

___________________________________
Signature

___________________________________
Signature (if held jointly)

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.