EXHIBIT 99.1  Limited Waiver of Excess Share Limitation


                    LIMITED WAIVER OF EXCESS SHARE LIMITATION

     This Limited Waiver of Excess Share Limitation (the "Waiver") is granted by
Mid-America Apartment Communities, Inc., a Tennessee corporation ("Mid-America")
to Cohen & Steers Capital  Management,  Inc.  ("Cohen & Steers") on this the 7th
day of January, 2005.

     WHEREAS,  Section  14(b) of the  Charter  of  Mid-America  (the  "Charter")
provides  that  prior  to any  transfer  or  transaction  which  would  cause  a
shareholder  to own,  directly  or  indirectly,  shares in excess of 9.9% of the
outstanding  shares of capital stock of Mid-America  (the  "Limit"),  and in any
event upon demand by the Board of Directors of Mid-America  (the "Board"),  such
shareholder shall file with Mid-America an affidavit setting forth the number of
shares  of  capital  stock of  Mid-America  (a)  owned  directly  and (b)  owned
indirectly by the person filing the affidavit;

     WHEREAS,  as of November 30th, 2004 Mid-America has outstanding  23,414,106
shares of common stock, $.01 par value per share (the "Common Stock");

     WHEREAS,  as of November 30th, 2004  Mid-America has outstanding  7,074,500
shares of preferred stock,  $25.00  liquidation  value per share (the "Preferred
Stock");

     WHEREAS,  Section 14(d) of the Charter  states that,  except as provided in
Section 14(e) of the Charter, no person shall at any time directly or indirectly
own in the aggregate more than the Limit;

     WHEREAS, Section 14(e) of the Charter grants the Board discretion to exempt
from the Limit and from the filing  requirements of Section 14(b) of the Charter
ownership  or  transfers of certain  designated  shares of capital  stock of the
Corporation while owned by or transferred to a person who has provided the Board
with evidence and assurances  acceptable to the Board that the  qualification of
Mid-America  as a real  estate  investment  trust  ("REIT")  under the  Internal
Revenue Code of 1986, as amended (the "Code") and the  regulations  issued under
the Code would not be jeopardized thereby;

     WHEREAS,  Cohen & Steers has expressed an interest in acquiring  beneficial
ownership  of up to  fifteen  percent  (15%) of the  total of  Common  Stock and
Preferred Stock that shall be outstanding from time to time;

     WHEREAS,  for purposes of this Waiver, the term beneficial  ownership shall
be interpreted in accordance  with the concept of beneficial  owner described in
Rule 13d-3,  or any successor  rule thereto,  promulgated  under the  Securities
Exchange Act of 1934;

     WHEREAS, the Company desires to grant the limited waiver described herein.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

Representations of Cohen & Steers. Cohen & Steers does not have actual knowledge
that its  acquisition of beneficial  ownership of up to fifteen percent (15%) of
the  total  issued  and  outstanding  Common  Stock  and  Preferred  Stock  will
jeopardize Mid-America's status as a REIT.

1.   Grant of Limited  Waiver.  Pursuant to Section  14(e) of the  Charter,  the
     Board  has  directed  that  Mid-America  grant to  Cohen &  Steers  and its
     Affiliates  (as defined in the  Charter) a limited  waiver of the Limit and
     the filing  requirement  of Section  14(b) of the Charter on the  following
     basis:

     (a)  Cohen & Steers  and its  Affiliates  may  acquire,  in the  aggregate,
          beneficial  ownership of up to fifteen  percent  (15%) of the total of
          issued and outstanding Common Stock and Preferred Stock.

     (b)  If Cohen & Steers and its  Affiliates,  in the  aggregate,  acquire in
          excess of fifteen percent (15%) of the total of issued and outstanding
          Common Stock and  Preferred  Stock,  such shares shall be deemed to be
          Excess Shares under the Charter and Mid-America  shall have the rights
          granted by Section 14(f) of the Charter with respect to such shares.

     (c)  If (i)  Cohen &  Steers  or its  Affiliates  violate  any term of this
          Waiver or (ii) if Mid-America  reasonably  determines in  consultation
          with its accountants and attorneys that its qualification as a REIT is
          jeopardized  because of this Waiver,  Mid-America shall have the right
          to treat that number of shares of Common Stock and/or  Preferred Stock
          acquired  by Cohen & Steers in excess of the Limit that is  reasonably
          necessary to preserve  Mid-America's status as a REIT as Excess Shares
          under the Charter.

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     IN WITNESS  WHEREOF,  the parties  have  entered into this Waiver as of the
date and year first written above, intending to be legally bound.


                                        MID AMERICA APARTMENT COMMUNITIES, INC.

                                        By:    /s/Simon Wadsworth
                                        Name:  Simon R.C. Wadsworth
                                        Title: CFO


                                        COHEN & STEERS CAPITAL
                                        MANAGEMENT, INC.

                                        By:    /s/Joe Harvey
                                        Name:  Joe Harvey
                                        Title: President