UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission File Number: 1-12762

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

          TENNESSEE                               62-1543819
  (State of Incorporation)            (I.R.S. Employer Identification Number)

                          6584 POPLAR AVENUE, SUITE 340
                            MEMPHIS, TENNESSEE 38138
                    (Address of principal executive offices)

                                 (901) 682-6600
               Registrant's telephone number, including area code


(Former name, former address and former fiscal year, if changed since last
report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                       [X] Yes           [  ] No



                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

                                                    Number of Shares Outstanding
           Class                                           at April 17, 2000
           -----                                           -----------------
Common Stock, $.01 par value                                  17,658,232




                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION


 Item 1.          Financial Statements

                  Consolidated Balance Sheets as of  March 31, 2000 (Unaudited)
                    and December 31, 1999

                  Consolidated Statements of Operations for the three months
                    ended March 31, 2000
                   and 1999 (Unaudited)

                  Consolidated  Statements  of Cash  Flows for the three  months
                   ended March 31, 2000 and 1999 (Unaudited)

                  Notes to Consolidated Financial Statements


Item 2.           Management's Discussion and Analysis of Financial Condition
                    and Results of Operations

Item 3.           Quantitative and Qualitative Disclosures about Market Risk


                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities

Item 3.           Defaults Upon Senior Securities

Item 4.           Submission of Matters to a Vote of Security Holders

Item 5.           Other Information

Item 6.           Exhibits and Reports on Form 8-K

                  Signatures



                         Mid-America Apartment Communities, Inc.
                               Consolidated Balance Sheets
                    March 31, 2000 (Unaudited) and December 31, 1999

                                 (Dollars in thousands)

                                                              2000        1999
                                                              ----        ----
                                                            
Assets:

Real estate assets:
    Land                                                $  120,467  $  119,823
    Buildings and improvements                           1,176,754   1,172,780
    Furniture, fixtures and equipment                       28,090      28,238
    Construction in progress                                59,826      58,840
- ------------------------------------------------------------------------------
                                                         1,385,137   1,379,681
    Less accumulated depreciation                         (156,211)   (146,611)
- ------------------------------------------------------------------------------
                                                         1,228,926   1,233,070

     Land held for future development                        1,712       1,710
     Commercial properties, net                              5,164       5,217
     Investment in and advances to real estate
        joint venture                                        8,018       8,054
- ------------------------------------------------------------------------------
        Real estate assets, net                          1,243,820   1,248,051

Cash and cash equivalents                                   18,270      14,092
Restricted cash                                             13,180      12,537
Deferred financing costs, net                                9,986      10,272
Other assets                                                13,287      13,871
- ------------------------------------------------------------------------------
      Total assets                                      $1,298,543  $1,298,823
==============================================================================

Liabilities and Shareholders' Equity:

Liabilities:
    Notes payable                                       $  754,475  $  744,238
    Accounts payable                                         1,401       2,122
    Accrued expenses and other liabilities                  21,301      23,199
    Security deposits                                        4,727       4,739
    Deferred gain on disposition of properties               4,525       4,581
- ------------------------------------------------------------------------------
      Total liabilities and deferred gain                  786,429     778,879

Minority interest                                           54,805      56,060

Shareholders' equity:
    Preferred stock, $.01 par value, 20,000,000
     shares authorized, $173,470,750 or $25 per
     share liquidation preference:
      2,000,000 shares at 9.5% Series A Cumulative              20          20
      1,938,830 shares at 8.875% Series B Cumulative            19          19
      2,000,000 shares at 9.375% Series C Cumulative            20          20
      1,000,000 shares at 9.5% Series E Cumulative              10          10
    Common stock, $.01 par value (authorized 50,000,000
     shares; issued 17,662,199 and 17,971,960 shares
      March 31, 2000 and December 31, 1999,
      respectively)                                            176         180
    Additional paid-in capital                             555,423     562,547
    Other                                                   (1,276)     (1,053)
    Accumulated distributions in excess of net income      (96,795)    (89,869)
    Treasury stock at cost, 12,800 and 355,900, shares
      at March 31, 2000 and December 31, 1999,
      respectively                                            (288)     (7,990)
- ------------------------------------------------------------------------------
      Total shareholders' equity                           457,309     463,884
- ------------------------------------------------------------------------------
      Total liabilities and shareholders' equity        $1,298,543  $1,298,823
==============================================================================

              See accompanying notes to consolidated financial statements.




                     Mid-America Apartment Communities, Inc.
                      Consolidated Statements of Operations
                   Three months ended March 31, 2000 and 1999

                  (Dollars in thousands except per share data)
                                   (Unaudited)

                                                                  2000     1999
                                                                  ----     ----
                                                                 
Revenues:
      Rental                                                   $54,492  $56,182
      Other                                                        777      661
      Management and development income, net                       180      246
      Equity in earnings (loss) of real estate joint venture       (41)      21
- -------------------------------------------------------------------------------
      Total revenues                                            55,408   57,110
- -------------------------------------------------------------------------------

Expenses:
      Personnel                                                  5,869    6,482
      Building repairs and maintenance                           2,272    2,380
      Real estate taxes and insurance                            6,319    6,083
      Utilities                                                  1,949    2,432
      Landscaping                                                1,431    1,411
      Other operating                                            2,474    2,462
      Depreciation and amortization                             13,459   12,516
      General and administrative                                 3,780    3,139
      Interest                                                  12,220   12,001
      Amortization of deferred financing costs                     714      692
- -------------------------------------------------------------------------------
      Total expenses                                            50,487   49,598

- -------------------------------------------------------------------------------
Income before gain on dispositions,
    minority interest in operating partnership
    income and extraordinary item                                4,921    7,512
- -------------------------------------------------------------------------------

Gain on disposition of properties                                2,991    4,698

- -------------------------------------------------------------------------------
Income before minority interest in operating
   partnership income and extraordinary item                     7,912   12,210

Minority interest in operating partnership income                  540    1,196

- -------------------------------------------------------------------------------
Income before extraordinary item                                 7,372   11,014

Extraordinary item  - loss on debt extinguishment,
   net of minority interest                                        (56)     (67)
- -------------------------------------------------------------------------------

Net income                                                       7,316   10,947
Dividends on preferred shares                                    4,030    4,027
- -------------------------------------------------------------------------------
Net income available for common shareholders                   $ 3,286  $ 6,920
- -------------------------------------------------------------------------------

                                   (Continued)




                     Mid-America Apartment Communities, Inc.
                Consolidated Statements of Operations (Continued)
                   Three months ended March 31, 2000 and 1999


                  (Dollars in thousands except per share data)
                                   (Unaudited)

                                                           2000            1999
                                                           ----            ----
                                                                 
Net income available per common share:

- -------------------------------------------------------------------------------
  Basic (in thousands):
        Average common shares outstanding                17,630          18,902
- -------------------------------------------------------------------------------

  Basic earnings per share:
              Net income available per common share      $ 0.19          $ 0.37
- -------------------------------------------------------------------------------
                     before extraordinary item

  Diluted (in thousands):
        Average common shares outstanding                17,630          18,902
        Effect of dilutive stock options                     25              27
- -------------------------------------------------------------------------------
        Average dilutive common shares outstanding       17,655          18,929
- -------------------------------------------------------------------------------

  Diluted earnings per share:
              Net income available per common share      $ 0.19          $ 0.37
- -------------------------------------------------------------------------------


     See accompanying notes to consolidated financial statements.



                     Mid-America Apartment Communities, Inc.
                      Consolidated Statements of Cash Flows
                   Three months ended March 31, 2000 and 1999
                             (Dollars in thousands)


                                                                 2000      1999
                                                                 ----      ----
                                                                 
Cash flows from operating activities:
 Net income                                                   $ 7,316  $ 10,947
 Adjustments to reconcile net income to net cash provided by
  operating activities:
    Depreciation and amortization                              14,173    13,208
    Amortization of unearned compensation                         137        17
    Equity in (earnings) loss of real estate joint venture         41       (21)
    Minority interest in operating partnership income             540     1,196
    Extraordinary item                                             56        67
    Gain on dispositions                                       (2,991)   (4,698)
    Changes in assets and liabilities:
        Restricted cash                                          (643)   (1,007)
        Other assets                                              505    (1,410)
        Accounts payable                                         (721)   (3,653)
        Accrued expenses and other liabilities                 (1,833)    1,877
        Security deposits                                         (12)     (196)
- -------------------------------------------------------------------------------
    Net cash provided by operating activities                  16,568    16,327
- --------------------------------------------------------------------------------
Cash flows from investing activities:
    Purchases of real estate assets                            (1,046)        -
    Improvements to properties                                 (2,628)   (7,013)
    Construction of units in progress and future development  (17,697)  (17,802)
    Proceeds from disposition of real estate assets            12,774    64,588
    Investment in and advances to real estate joint venture        (5)   (5,549)
    Escrow funding for tax free exchange                            -   (15,744)
- -------------------------------------------------------------------------------
    Net cash provided by (used in) investing activities        (8,602)   18,480
- --------------------------------------------------------------------------------
Cash flows from financing activities:
    Net change in credit lines                                 13,490   (19,685)
    Proceeds from notes payable                                     -    11,760
    Principal payments on notes payable                        (1,037)   (4,044)
    Payment of deferred financing costs                          (428)     (245)
    Repurchase of common stock                                   (288)        -
    Proceeds from issuances of common shares and units            433     1,007
    Distributions to unitholders                               (1,718)   (1,723)
    Dividends paid on common shares                           (10,210)  (10,865)
    Dividends paid on preferred shares                         (4,030)   (4,027)
- -------------------------------------------------------------------------------
    Net cash used in financing activities                      (3,788)  (27,822)
- -------------------------------------------------------------------------------
    Net increase in cash and cash equivalents                   4,178     6,985
- -------------------------------------------------------------------------------
Cash and cash equivalents, beginning of period                 14,092     7,237
- -------------------------------------------------------------------------------
Cash and cash equivalents, end of period                     $ 18,270  $ 14,222
===============================================================================

Supplemental disclosure of cash flow information:
   Interest paid                                             $ 13,469  $ 12,231
Supplemental disclosure of noncash investing and financing
 activities:

  Conversion of units for common shares                        $  66   $     -
  Issuance of advances in exchange for common shares and units $ 359   $     -
  Interest capitalized                                         $ 973   $ 1,417

          See accompanying notes to consolidated financial statements.



                     MID-AMERICA APARTMENT COMMUNITIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       MARCH 31, 2000 and 1999 (Unaudited)


1.       Basis of presentation

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with the accounting policies in effect as of December 31, 1999, as
set  forth  in the  annual  consolidated  financial  statements  of  Mid-America
Apartment Communities,  Inc. ("MAAC" or the "Company"),  as of such date. In the
opinion of management,  all adjustments necessary for a fair presentation of the
consolidated  financial  statements have been included and all such  adjustments
were of a normal recurring  nature.  All significant  intercompany  accounts and
transactions  have been eliminated in  consolidation.  The results of operations
for the three-month  period ended March 31, 2000 are not necessarily  indicative
of the results to be expected for the full year.


2.       Real Estate Transactions

Property Dispositions

On February  11,  2000,  the Company  sold the  120-unit  Pine Trails  apartment
community  for  approximately  $2,815,000  for  cash  and  recorded  a  gain  on
disposition  of $471,000.  On February  25, 2000,  the Company sold the 248-unit
MacArthur Ridge apartment  community for approximately  $12,075,000 for cash and
recorded  a  gain  on  disposition   of  $2,071,000.   The  proceeds  from  both
dispositions  were used to reduce debt,  fund the development  pipeline,  and to
fund share repurchases.


3.       Stock Repurchase Plan

In connection with the Company's stock  repurchase  plan, the Company retired an
additional  355,900  shares  during the quarter  ending March 31, 2000 that were
repurchased in 1999. The Company also repurchased  12,800 shares of common stock
during the first  quarter  of 2000 for a cost of  approximately  $288,000  at an
average  price per common share of $22.50.  The Company  intends to retire these
shares in the second quarter of 2000.


4.       Share and Unit Information

At March 31, 2000,  17,636,599 common shares and 2,960,546 operating partnership
units were outstanding,  a total of 20,597,145  shares and units.  Additionally,
MAAC has outstanding  options for 1,294,219  shares of common stock at March 31,
2000.

5.       Segment Information

At March 31, 2000,  the Company owned and operated 129 apartment  communities in
13 different  states from which it derives all  significant  sources of earnings
and operating cash flows. The Company's  operational structure is organized on a
decentralized   basis,   with  individual   property   managers  having  overall
responsibility  and  authority  regarding  the  operations  of their  respective
properties. Each property manager individually monitors local and area trends in
rental rates, occupancy percentages,  and operating costs. Property managers are
given the on-site  responsibility  and discretion to react to such trends in the
best  interest of the Company.  Management  evaluates  the  performance  of each
individual  property  based on its  contribution  of revenues and net  operating
income ("NOI"),  which is composed of property revenues less all operating costs
including insurance and real estate taxes. The Company's reportable segments are
its  individual  properties  because  each is managed  separately  and  requires
different  operating  strategy and expertise  based on the geographic  location,
community  structure  and quality,  population  mix and numerous  other  factors
unique to each community.



The  revenues  and profits for the  aggregated  communities  are  summarized  as
follows for the three months ended as of March 31:


                                                                  2000     1999
                                                              --------  -------

Multifamily rental revenues                                    $58,947  $56,270
Other multifaily revenues                                          470      496
                                                              --------  -------
    Segment revenues                                            59,417   56,766
                                                              --------  -------

Reconciling items to consolidated revenues:
   Joint Venture revenues                                       (4,503)     (88)
   Management and development income, net                          180      246
   Equity in earnings (loss) of real estate Joint Venture          (41)      21
   Interest income and other revenues                              355      165
                                                              --------  -------
       Total revenues                                          $55,408  $57,110
                                                              ========  =======

Multifamily net operating income                               $37,073  $35,502
Reconciling items to net income available for common
 shareholers:
   Joint Venture net operating income                           (2,473)     (74)
   Management and development income, net                          180      246
   Equity in earnings (loss) of real estate Joint Venture          (41)      21
   Interest income and other revenues                              355      165
   Interest expense                                            (12,220)  12,001)
   General and administrative expenses                          (3,780)  (3,139)
   Depreciation and amortization                               (13,459)  12,516)
   Amortization of deferred financing costs                       (714)    (692)
   Gain on dispositions                                          2,991    4,698
   Extraordinary items, net                                        (56)     (67)
   Minority interest                                              (540)  (1,196)
   Dividends on preferred shares                                (4,030)  (4,027)

                                                              --------  -------
       Net income available for comon shareholders              $3,286   $6,920
                                                              ========  =======

                                                            2000        1999
                                                     ----------- -----------
Assets:
Multifamily real estate assets                        $1,485,955  $1,444,950
Accumulated depreciation - multifamily assets           (159,337)   (146,611)
                                                     ----------- -----------
    Segment assets                                     1,326,618   1,298,339
                                                     ----------- -----------

Reconciling items to total assets:
   Joint Venture multifamily real estate assets, net     (97,692)    (65,269)
   Land held for future development                        1,712       1,710
   Commercial properties, net                              5,164       5,217
   Investment in and advances to real estate joint
    ventures                                               8,018       8,054
   Cash and restricted cash                               31,450      26,629
   Deferred financing costs                                9,986      10,272
   Other assets                                           13,287      13,871
                                                     ----------- -----------
       Total assets                                   $1,298,543  $1,298,823
                                                     =========== ===========


6.       Subsequent Events

Property Dispositions

In April 2000 the Company sold the 176-unit  Clearbrook  Village  Apartments for
$8.1 million, the 253-unit Winchester Square Apartments for $8.8 million and the
624-unit  McKellar  Woods  Apartments  for $14.6 million all located in Memphis,
Tennessee.  Also the Company  provided a $400,000 loan to the buyer repayable in
ten  years  at 7.5%  interest  rate  for  the  sale  of the  Clearbrook  Village
Apartments. The proceeds from the sale were used to fund two acquisitions and to
pay down the Company's Credit Line.

Property Acquisitions

In April 2000 the Company  acquired the  200-unit  Huntington  Chase  Apartments
located in Warner Robins,  GA for $11.6 million and assumed a 6.85% note payable
of $9.6 million.  The Company also acquired the 240-unit Indigo Point Apartments
located in Brandon, FL for $11.5 million.




PART I.  Financial Information
                                     ITEM 2.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

OVERVIEW

The  following is a  discussion  of the  consolidated  financial  condition  and
results of  operations  of the Company for the three months ended March 31, 2000
and 1999.  This  discussion  should be read in  conjunction  with the  financial
statements  appearing  elsewhere  in this  report.  These  financial  statements
include all adjustments,  which are, in the opinion of management,  necessary to
reflect a fair statement of the results for the interim periods  presented,  and
all such adjustments are of a normal recurring nature.

The  total  number of  apartment  units the  Company  owned or had an  ownership
interest in, including the 10 properties  containing 2,793 apartment units owned
by its 33.3%  unconsolidated  Joint Venture, at March 31, 2000 was 33,974 in 129
communities  compared to the 34,571 units in 131 communities  owned at March 31,
1999.  The average  monthly rental per apartment unit increased to $619 at March
31, 2000 from $598 at March 31,  1999.  Overall  occupancy at March 31, 2000 and
1999 was 95.4% and 94.0%, respectively.


FUNDS FROM OPERATIONS

Funds from operations ("FFO") represents net income (computed in accordance with
generally accepted accounting principals "GAAP") excluding  extraordinary items,
minority interest in Operating  Partnership  income, gain or loss on disposition
of  real  estate  assets,  and  certain  non-cash  and  other  items,  primarily
depreciation and amortization,  less preferred stock dividends.  Adjustments for
the  unconsolidated  joint venture are made to include the Company's  portion of
FFO in the  calculation.  The Company  computes FFO in accordance  with NAREIT's
definition,  which  eliminates  amortization  of  deferred  financing  costs and
depreciation  of non-real  estate  assets as items added back to net income when
computing FFO. This  definition  reflects the  recommendations  of NAREIT's Best
Financial Practices Council that FFO should include all operating results,  both
recurring and non-recurring, except those defined as "extraordinary" under GAAP.
The  Company's  FFO  calculation   reflects  this  definition  for  all  periods
presented.

The  Company's  policy  is to  expense  the  cost of  interior  painting,  vinyl
flooring,  and  blinds  as  incurred  for  stabilized  properties.   During  the
stabilization  period for  acquisition  properties,  these items are capitalized
because they are necessary for the  repositioning  of the property for continued
use, and, thus, are not deducted in calculating FFO.

FFO should not be considered as an  alternative  to net income or any other GAAP
measurement of  performance,  as an indicator of operating  performance or as an
alternative to cash flow from operating,  investing, and financing activities as
a  measure  of  liquidity.   The  Company   believes  that  FFO  is  helpful  in
understanding  the  Company's  results of  operations  in that such  calculation
reflects  the  Company's  ability  to  support  interest  payments  and  general
operating  expenses  before the impact of certain  activities such as changes in
other assets and accounts payable.  The Company's  calculation of FFO may differ
from  the   methodology  for  calculating  FFO  utilized  by  other  REITs  and,
accordingly,  may not be  comparable to such other REITs.  Depreciation  expense
includes  $96,000 and $99,000 at March 31,  2000 and 1999,  respectively,  which
relates to computer  software,  office  furniture  and fixtures and other assets
found in other  industries and which is required to be recognized,  for purposes
of computing funds from operations.



Funds from  operations  for the three  months  ended  March 31, 2000 and 1999 is
calculated as follows (in thousands):

                                                    2000          1999
                                              ----------  ------------
Net income available for common shareholders    $  3,286      $  6,920
Depreciation and amortization                     13,363        12,417
Adjustment for joint venture depreciation            299             -
Minority interest                                    540         1,196
Gain on disposition of properties                 (2,991)       (4,698)
Extraordinary items                                   56            67
                                              ----------  ------------
Funds from operations                           $ 14,553      $ 15,902
                                              ==========  ============

Weighted average shares and units:
  Basic                                           20,591        21,914
  Diluted                                         20,616        22,941



RESULTS OF OPERATIONS


COMPARISON  OF THREE MONTHS ENDED MARCH 31, 2000 TO THE THREE MONTHS ENDED MARCH
31, 1999

Rental  revenues for 2000  decreased by $1,690,000 due primarily to decreases of
(i) $4,325,000 from the sale of 10 properties to the BRE/MAAC  Associates L.L.C.
joint venture  ("Joint  Venture") in 1999 and (ii)  $1,638,000  from the sale of
Hidden Oaks Apartments,  Sailwinds at Lake Magdalene Apartments and Regency Club
Apartments in 1999 and (iii) $269,000 from the sale of Pine Trails and MacArthur
Ridge  Apartments in 2000. These decreases were partially offset by increases in
rental   revenue  of  (i)  $3,666,000   from  the   communities  in  development
("Development  Communities")  and  (ii)  $876,000  from  the  communities  owned
throughout both periods.

Property  operating  expenses  for 2000  decreased  $936,000  due  primarily  to
decreases of (i) $1,732,000  from the sale of 10 properties to the Joint Venture
in 1999 and (ii) $787,000 from the sale of Hidden Oaks Apartments,  Sailwinds at
Lake Magdalene Apartments and Regency Club Apartments in 1999 and (iii) $120,000
from the sale of Pine  Trails and  MacArthur  Ridge  Apartments  in 2000.  These
decreases were partially offset by increases in property  operating  expenses of
(i)  $1,188,000  from the  Development  Communities  and (ii)  $515,000 from the
communities owned throughout both periods.

General and  administrative  expense  increased by $641,000 for the three months
ended March 31, 2000.  The largest  components  of the increase are (i) $200,000
related to the addition and  expansion  of certain  administrative  functions to
support the Company's portfolio, (ii) $130,000 related to the Company's focus on
training and (iii)  $70,000 due to increased  franchise  taxes related to recent
changes in Tennessee state laws.

Depreciation and amortization expense increased by $943,000 primarily due to (i)
$1,233,000  from  the  Development  Communities,  and (ii)  $1,015,000  from the
communities owned throughout both periods. These increases were partially offset
by depreciation  and amortization  expense  decreases of (i) $840,000 due to the
sale of 10  properties  to the Joint  Venture in 1999 and (ii) $427,000 from the
sale of Hidden Oaks  Apartments,  Sailwinds  at Lake  Magdalene  Apartments  and
Regency Club  Apartments  in 1999 and (iii) $38,000 from the sale of Pine Trails
and MacArthur Ridge Apartments in 2000.

Interest expense increased $219,000 during the three months ended March 31, 2000
due primarily to additional funding of the new development  properties and share
repurchases.


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities  increased from  $16,327,000  for the
three  months  ended March 31, 1999 to  $16,568,000  for the three  months ended
March 31,  2000.  Net cash  provided by  operating  activities  were  relatively
unchanged  between  the  periods as the  decrease in net income was offset by an
increase in working capital.

Net cash from investing  activities  decreased by  $27,082,000  from a source of
$18,480,000  for the three months ended March 31, 1999 to a usage of  $8,602,000
for the  three  months  ended  March 31,  2000.  Property  dispositions  in 2000
increased  cash provided by investing  activities by  approximately  $12,774,000
compared to  approximately  $43,295,000  in net property  dispositions  in 1999,
which  includes 6 properties  sold to the Joint  Venture in March 1999.  Capital
expenditures  for new  development  properties  and  improvements  to properties
reduced cash provided by investing activities by $20,325,000 in 2000 compared to
$24,815,000 in capital expenditures in 1999.

As of March 31, 2000 the Company's  communities in various stages of development
and lease-up are summarized as follows ($'s in 000's):



                                                            Current
                                                    Total Estimated
                               Location             Units      Cost
                               --------             ----- ---------

                                                    
Development Communities:
In Lease-up:
Grand Reserve Lexington ....   Lexington, KY          370    32,761
Kenwood Club at the Park ...   Katy(Houston), TX      320    18,807
                                                    -----  --------
                                                      690  $ 51,568

Under Construction:
Grande View Nashville ......   Nashville, TN          433    35,434
Reserve at Dexter
  Lake Phase II ............   Memphis, TN            244    16,605
                                                    -----  --------
                                                      677  $ 52,039
                                                    -----  --------
 Total Units Currently Under
  Development ..............                        1,367  $103,607




                                              Apartments
                                      --------------------------
                              Cost to
                                Date  Completed Leased  Occupied
                                ----  --------- ------  --------

                                                

Development Communities:
In Lease-up:
Grand Reserve Lexington ....   26,664      117       49       38
Kenwood Club at the Park ...   16,376      256       58       35
                              -------      ---      ---       --
                              $43,040      373      107       73

Under Construction:
Grande View Nashville ......   18,422       --       --       --
Reserve at Dexter
  Lake Phase II ............   13,808       56       47       21
                              -------      ---      ---       --
                              $32,230       56       47       21
                              -------      ---      ---       --
 Total Units Currently Under
  Development ..............  $75,270      429      154       94




Actual  capital  expenditures  for  development  of  communities  and  community
improvements for the three months ending March 31, 2000 are summarized below:

($'s in 000's)
Community development                                     $ 17,697
Recurring capital at stabilized properties                   1,768
Revenue enhancing projects at stabilized properties            700
Corporate additions and improvements                           160
                                                      ------------
                                                          $ 20,325
                                                      ============


Net cash used by financing  activities decreased by $24,034,000 from $27,822,000
in 1999 to  $3,788,000  for the same period in 2000.  The decrease was primarily
due to borrowing and repayment  activity of the Company's credit lines and notes
payable.

At March 31,  2000,  the Company had $186.9  million  outstanding  on the credit
lines.  At March 31, 2000, the Company had $218.7 million  (including the credit
lines) of floating rate debt at an average interest rate of 6.7%; all other debt
was fixed  rate term debt at an  average  interest  rate of 7.1%.  In 2000,  the
Company  received an additional $12.0 million from the FNMA Credit Line which is
part of a $195 million credit  facility.  The Company  expects to use the credit
lines to fund future property acquisitions and new property development,  and to
provide  letters of credit as credit  enhancements  for  tax-exempt  bonds.  The
credit lines are secured and are subject to  borrowing  base  calculations  that
effectively  reduce the maximum  amount  that may be  borrowed  under the credit
lines to $261.8 million as of April 30, 2000.

The weighted  average  interest rate and weighted  average maturity at March 31,
2000  for the  $754.5  million  of notes  payable  were  7.0%  and  10.3  years,
respectively.

The  Company   believes  that  cash  provided  by  operations  is  adequate  and
anticipates that it will continue to be adequate in both the short and long-term
to meet operating requirements  (including recurring capital expenditures at the
Communities) and payment of distributions by the Company in accordance with REIT
requirements under the Code.

The  Company  expects  to meet its long  term  liquidity  requirements,  such as
scheduled  mortgage debt maturities,  property  developments  and  acquisitions,
expansions and non-recurring capital expenditures,  through long and medium-term
collateralized  and  uncollateralized  fixed rate borrowings,  fundings from the
Company's credit lines, potential asset sales and joint venture transactions.

INSURANCE

In the opinion of management,  property and casualty insurance is in place which
provides  adequate  coverage  to provide  financial  protection  against  normal
insurable risks such that it believes that any loss experienced would not have a
significant impact on the Company's liquidity, financial position, or results of
operations.

INFLATION

Substantially  all of the resident leases at the communities  allow, at the time
of renewal, for adjustments in the rent payable thereunder,  and thus may enable
the Company to seek rent increases. The substantial majority of these leases are
for one year or less. The short-term  nature of these leases generally serves to
reduce the risk to the Company of the adverse effects of inflation.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

The Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe  harbors  created  thereby.  These  statements  include  the  plans and
objectives of management for future  operations,  including plans and objectives
relating  to  capital  expenditures,   rehabilitation  costs  on  the  apartment
communities,  and future  development.  Although the Company  believes  that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and,  therefore,  there can be no assurance that
the  forward-looking  statements included in this report on Form 10-Q will prove
to be  accurate.  In  light of the  significant  uncertainties  inherent  in the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

       ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

This  information has been omitted as there have been no material changes in the
Company's market risk as disclosed in the 1999 Annual Report on Form 10-K.




                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            None.

Item 2.     Changes in Securities

            None.

Item 3.     Defaults Upon Senior Securities

            None.

Item 4.     Submission of Matters to a Vote of Security Holders

            None.

Item 5.     Other Information

            None.

Item 6.    Exhibits and Reports on Form 8-K

           (a)      The following exhibits are filed as part of this report.

              (27)  Financial Data Schedule for the period ended 3/31/00

            (b)      Reports on Form 8-K

               No  reports  were  filed  on Form  8-K for  the  period  ended
               3/31/00.






                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                         MID-AMERICA APARTMENT COMMUNITIES, INC.




Date:   5/12/00                                        /s/ Simon R. C. Wadsworth
     -------------                                 -----------------------------
                                                            Simon R.C. Wadsworth
                                                    Executive Vice President and
                                                         Chief Financial Officer
                                    (Principal Financial and Accounting Officer)