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

                                    Form 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

                                 May 2, 2002
                Date of Report (Date of earliest event reported)

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

        TENNESSEE                     1-12762                   62-1543819
(State of Incorporation)      (Commission File Number)       (I.R.S. Employer
                                                          Identification Number)

                         6584 POPLAR AVENUE, SUITE 300
                           MEMPHIS, TENNEESSEE 38138
                    (Address of principal executive offices)

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

             (Former name or address, if changed since last report)

ITEM 7.  Financial Statements and Exhibits
         c.  Exhibits
             Exhibit 99.1  Press Release

ITEM 9.  Regulation FD

Mid America Apartment Communities, Inc. (MAA)
1st Quarter 2002 Earnings Release Conference Call Transcript
May 2, 2002

Eric Bolton:  Good morning.  This is Eric Bolton,  CEO of Mid-America  Apartment
Communities.  With me are Simon Wadsworth,  our Chief Financial Officer,  and Al
Campbell,  Vice  President of  Financial  Planning.  Before we proceed,  Al will
provide  required  statutory  disclosure as well as  instructions on how you can
obtain additional information on our results.

Al Campbell: This morning we will make forward-looking statements.  Please refer
to the safe-harbor language included in our press release and our 34-Act filings
with the SEC, which describe risk factors that may impact future  results.  This
call is being recorded and the press may be participating.

To  obtain  a copy  of  yesterday's  earnings  release  as well as a copy of the
transcript of our prepared comments this morning,  we direct you to our web site
at www.maac.net.  A replay of this morning's call will be available  through May
9th by dialing 888-568-0544 with the passcode "Mid-America".

Eric Bolton:  Thanks,  Al. In our prepared comments this morning we will provide
additional  insights  on first  quarter  results.  I will  review the  operating
results for the quarter.  Al will recap portfolio  performance by market segment
and provide insights on expectations  for our major markets.  Simon will discuss
balance  sheet items and our 2002  forecast.  We'll then open the phone line for
any questions that you may have. Our prepared  comments will last  approximately
20 minutes.

As reported in yesterday's  earnings  release,  FFO for the quarter was slightly
ahead of what we  forecasted.  Property  level  operating  expense and  interest
expense were both slightly lower than we had projected.  Our property management
operation continues to do a good job in controlling  expenses.  The expansion of
our  utility  submetering  and  resident  billing  program  continues  to have a
positive impact. Interest expense was lower than forecast due to the continuance
of low interest  rates and the success of our programs to reduce cash  balances.
Although FFO earnings were slightly  ahead of where we projected,  earnings were
down by $0.01 of FFO per share from the first quarter of 2001. Absent the 1 cent
non-recurring  gain on sale of land included in last year's  results,  which was
noted in  yesterday's  release,  earnings  were  flat as  compared  to last year
despite a more difficult operating environment.

Revenue  performance  for the  first  quarter  was on plan and  continues  to be
pressured by concession  pricing in these highly  competitive  markets.  Traffic
levels improved  significantly  during the quarter,  increasing by 39% above the
levels of the 4th quarter,  and thus approaching more normal levels for the time
of year. On a comparative  basis to the same period in 2001,  same store leasing
traffic increased by 5%. Our property management group did a good job converting
this traffic as the leases obtained per traffic count grew by close to 7% during
the quarter. As a result,  physical occupancy improved from 92.7% at year-end to
94.1%  at  quarter  end.  However,   the  competitive  leasing  market  required
aggressive concession practices in several markets to achieve this occupancy. In
our two most competitive markets of Memphis and Atlanta, concessions are running
as much as two  months.  Compared  to the same  quarter of last year,  increased
concessions  cost us 3 cents per share in FFO. As  compared  to the  immediately
proceeding  fourth  quarter of 2001,  same store  concession  costs grew by $200
thousand or 12%.  However,  based on the improved  leasing and occupancy  trends
that we saw in the first  quarter,  we  continue  to  forecast  a return to more
normal occupancy and concession practices by the end of the second quarter.

Delinquency, which is always a concern when the economy weakens, remained steady
during  the  quarter.  Collection  loss for the  quarter  was  only  0.8% of net
potential  rent,  identical to the result  posted for the first  quarter of last
year. We did see a 2.6% increase in unit turnover during the quarter as compared
to the same quarter of last year.

We commented  last  quarter  about the  oversupply  of new  construction  in the
Memphis  market.  We have close to 14% of our  apartments  in Memphis,  and as a
result of the  oversupply,  the  Memphis  market  drove  most of the  decline in
same-store NOI on a year-to-year basis. Fortunately,  construction permitting is
down a significant  62% over the last 12 months,  and with job growth and demand
trends  holding up, we believe the Memphis  market is set for recovery late this
year and into 2003.

Overall,  we enter the  second  quarter  in good  shape  with  lease  expiration
exposure  for the quarter at a very  acceptable  level and month to month leases
below our 5% threshold.

Property  operating  expense  control  remains  strong.  On a  same-store  basis
property controlled operating expenses, which excludes taxes and insurance, were
up only 1.0%  from last  year.  Our  utility  billing  initiative  continues  to
generate very strong year over year results with same store utility expense down
21% in the  quarter as compared  to the first  quarter of last year.  Total same
store property operating expenses including taxes and insurance grew by 2.5% for
the quarter.  Our property and casualty  insurance program expires effective the
end of the second quarter. We are aggressively evaluating alternatives, and like
most, are of course  concerned about the pricing of insurance at renewal on July
1st. We believe that we have provided an adequate  allowance for the anticipated
pricing increase in our forecasts, but we will of course not know for sure until
later this quarter.

Al will now spend a few minutes talking about market conditions.

Al Campbell: As Eric mentioned we are facing very competitive conditions in many
of our markets.

Memphis has been our toughest  markets over the last few quarters,  however,  we
saw significant improvement during this quarter. The Memphis market continues to
work through an oversupply position, however, our management team did a good job
in  this  very  competitive   environment  by  increasing  occupancy  rates  and
simultaneously lowering concession costs. We saw a 3.3% improvement in occupancy
from the 4th quarter,  ending the current quarter at 92.1%, combined with a 1.3%
decrease  in  concession  costs,  as a  percent  of  net  potential  rent.  This
improvement  generated  an 8.6% NOI increase  from the 4th  quarter.  While this
performance is still below prior year levels,  we expect  continued  improvement
over the  remainder  of this year and moving into 2003,  as the  Memphis  market
regains balance.  As Eric mentioned,  new construction in Memphis is expected to
be minimal over next year, while the job market is expected to remain stable and
resume growth.  We are projecting  occupancy levels in our Memphis  portfolio to
average  around  92%  from  the  remainder  of the year  with  concession  costs
continuing  to  improve  over the second  half,  averaging  between  2-3% of net
potential  rent for the third and fourth  quarters,  as compared to 3.8% for the
first quarter.

Jacksonville,  our second  largest  market,  performed  fairly  well  during the
quarter with occupancy of 94.9% at quarter end, 1.2% above the 4th quarter level
and  essentially  flat with the prior year.  Revenues  for our  portfolio of ten
properties  increased  2.4% over the prior year,  driving a 1.7% increase in NOI
compared to a year ago. We expect this market to remain  relatively  stable over
the remainder of the year, as multifamily permitting decreased 29% over the last
twelve  months and job growth  continued  at a slower but steady pace during the
quarter.

The Atlanta market  continues to suffer as deliveries of new  multifamily  units
remain well ahead of absorption levels. However, our portfolio of six properties
showed  improvement during the quarter with occupancy levels increasing 4.7% and
ending the  quarter at 95.5%.  Concession  levels  did  increase  to 1.3% of net
potential rent,  offsetting some of this  improvement,  but NOI grew 4% over the
4th  quarter  performance.  We do expect  continued  softness in Atlanta for the
remainder of the year, with occupancies  projected to continue  dropping 1-1.5%,
and concessions  averaging 3-3.5% of net potential rent for the remainder of the
year.  Over the long term we continue to believe this market will provide  solid
investment returns, as job growth is expected to improve in 2003.

As  expected,  we saw  increased  competition  in Austin and  Dallas  during the
quarter.  Occupancy  levels for our  portfolios  held up fairly  well during the
quarter,  at 96.2%  (Austin) and 92.1%  (Dallas),  but supply  pressures and job
losses  slowed rent growth and  increased  concession  costs causing NOI to fall
6.6%  and  1.7%,  respectively,  as  compared  to the 4th  quarter.  We  project
occupancy  levels  for our Austin  portfolio  for the  remainder  of the year to
continue  slipping as  over-supply  works  through the market,  leveling  off at
92-93%.  We expect  occupancy for our Dallas  portfolio to remain around 92% for
the  remainder  of the year.  We project  concession  levels for both markets to
remain at the current high level for the next quarter,  improving to more normal
levels over the second half of the year.

Our smaller markets have historically demonstrated lower growth, but have proven
to be more  recession  resistant  over the last few  months.  Our  portfolio  in
smaller markets  produced 2.5% same store NOI growth in the first quarter,  lead
by Columbus, GA, Chattanooga, Valdosta, GA and Jackson, MS.

In  summary,  we have  faced  challenging  market  conditions  in several of our
markets over the last few quarters. However, we believe that most of our markets
are bottoming out, and we will see a gradual improvement late this year and into
2003. Early  indications are that our portfolio  occupancy and concession levels
for April are on track with expectations.

Simon  Wadsworth:  Given the tough  operating  environment,  we were  pleased to
exceed our projected earnings' goal for the quarter,  and we were helped in this
by reduced interest  expense.  Our weighted average debt cost is 6.3%, down from
7.1% a year ago and only $89 million,  or 11% of our debt is variable rate. On a
comparative  basis with last year,  we also are  benefiting  from an $11 million
reduction in our cash and restricted cash balances.  This was the result of debt
refinancing,  negotiations with lenders,  and a concentrated  management effort.
Consequently  our debt is down by $8 million and interest expense was reduced by
$1.1 million, or 5 1/2 cents a share, from the same quarter a year ago.

After  completing  over $200 million of  refinancing  last year,  we had a quiet
first quarter.  We still  anticipate up to $50 million of refinancing this year,
including about $10 million in the second quarter,  but we do not expect this to
have a  significant  impact on our interest  expense.  Our forecast for the year
assumes an increase in short-term interest rates of 150 bp in the second half of
the year, projected based upon the current forward yield curve.

The first quarter showed an  improvement  in our debt and fixed charge  coverage
compared to the same period a year ago. Our debt service coverage  improved from
2.15 to 2.31,  and our  total  debt as a percent  of gross  real  estate  assets
dropped  from 55% to 53%.  The  improved  coverage was as a result of the steady
improvement  in occupancy at our lease-up  properties,  lower interest rates and
refinancings, and reduced amount of debt.

As you know,  our  properties  are in excellent  condition.  We anticipate  that
recurring  capital  expenditures for the year will be up very slightly from last
year to  $380/unit,  equal  to 57  cents/share.  Although  Funds  Available  for
Distribution  is  forecast to be about  $2.24,  slightly  short of our  dividend
payout,  our free cash flow,  which includes  non-real estate  depreciation  and
loan-cost amortization, is forecast to be $2.41 for 2002, about 7 cents ahead of
our  dividend.  In  the  second  quarter  of  2003,  assuming  that  anticipated
acquisitions  take place and based on our current  forecast,  our free cash flow
and our FAD should cover our  dividend.  Moreover,  dividend  coverage  improved
slightly over the level of a year ago, and the increased  balance sheet capacity
should help us improve our coverage further as we find attractive  acquisitions.
We  re-emphasize  that our dividend  level is not a question in the Board's mind
even at the low end of our internal FFO estimates.

At quarter-end  we had virtually  completed  construction  on our four remaining
development properties,  located in Nashville, Lexington KY, and Memphis. Of the
1,291 total planned apartment units, 75% were leased and 70% were occupied,  and
we have 250  apartments to lease to reach 95% occupancy at all four  properties.
In April,  the  occupancy  of these four  properties  increased by a total of 64
apartments, and concessions, which were running at 18% of revenues at these four
properties  last  December are down by 6% to 15% of revenues,  and this downward
trend will  continue as their  occupancy  steadily  builds during the spring and
summer.  We expect  the  just-completed  development  properties  located in the
highly competitive Memphis market to take the balance of this year to stabilize,
while the Lexington and Nashville properties should stabilize by mid-year.

Our  forecast  for  this  coming  year  assumes  a 0.3%  increase  in NOI in our
same-store portfolio. Our concessions are forecast to improve slightly in Q2 and
Q3, and settling out to more normal  levels in Q4. For the second  quarter we're
forecasting same-store occupancy and NOI to be below the level of last year, but
the trend  continues to improve with favorable  results  compared with the first
quarter of this year.  Same store numbers on a year over year basis are forecast
to turn positive by the third and fourth quarters, helped on a relative basis by
the weaker  markets of the latter  part of last year.  In  projecting  this year
there is still a lot of uncertainty associated with insurance (the policy renews
in July) and real estate taxes;  these two categories  total over $26 million of
expense and are particularly subject to cost pressures and difficult to forecast
at  this  time.  With  these  assumptions  and  excluding  any  acquisitions  or
dispositions,  our base case  forecast for FFO  continues to be $2.80 per share,
with a range of $2.77 to $2.82.  We expect in the  second  and third  quarter to
report 70 cents/share, and 72 cents of FFO in the fourth quarter.

As mentioned  above,  our forecasts do not include the use of our $25 million to
$50 million of dry powder to make acquisitions.  This would be very accretive to
our FFO if we can find the right  transactions,  and we are actively  working on
several deals, both independently and as part of a possible joint venture.

Eric Bolton:  We are making  solid  progress to position the Company to grow FFO
over the long term.  The last two quarters have  certainly  presented some tough
operating  conditions,  but we think  that the  signs are there for a slow and a
steady  recovery  beginning  later this year.  Our balance  sheet  continues  to
strengthen and our debt financing is in sound shape.  Our dividend is secure and
currently  paying  an  8.8%  yield  based  on  pricing  as of the  market  close
yesterday.  Our capacity and flexibility to pursue  attractive  acquisitions and
add  additional  earning  assets is growing.  We believe our current stock price
continues to offer a discount  opportunity to the stabilized  operating value of
our properties  when operating at their historic  norms. We look forward to 2002
and continuing to grow value for our owners.

We invite your questions

(Q&A followed)


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchnage  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:  May 2, 2002                  /s/Simon R.C. Wadsworth
                                    Simon R.C. Wadsworth
                                    Executive Vice President
                                    (Principal Financial and Accounting Officer)