AMENDMENT NO. 2 TO THE FIRST AMENDED
         AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                               OF
                  MID-AMERICA APARTMENTS, L.P.


     Pursuant  to  Article XI of the First Amended  and  Restated
Agreement of Limited Partnership (the "Partnership Agreement") of
Mid-America    Apartments,   L.P.   (the   "Partnership"),    the
undersigned,  being the sole general partner of the  Partnership,
hereby amends the Partnership Agreement as follows:

     Article II of the Partnership Agreement is hereby amended by
adding the following sentences to Section 2.03(a):

     The  interest of the General Partner in the Partnership will
consist  of  a one percent (1%) general partnership interest  and
the  balance  of  its  interest will  be  a  Limited  Partnership
Interest.  In that regard, the General Partner is hereby admitted
as  an Additional Limited Partner pursuant to Section 4.02(a)  of
the  Partnership Agreement.  The General Partner  has  determined
that  the  General Partner has paid fair value for  said  Limited
Partnership Interest.

     Article V of the Partnership Agreement is hereby amended  by
adding Section 5.01A as follows:

          5.01A           Special  Allocation  with  respect   to
     Affiliated  Properties.   In  the  event  that  the  General
     Partner  shall own real property or other investment  assets
     other than through the Partnership or shall own stock in any
     qualified REIT subsidiary (as defined in the Code) or  other
     entity   (other  than  another  partnership  of  which   the
     Partnership  owns at least 90% of the interests)  that  owns
     real  property  or other investment assets  (an  "Affiliated
     Entity"), and the General Partner or such Affiliated  Entity
     shall  receive income from such real property or  investment
     assets,  then there shall be a special allocation of  Profit
     and Loss of the Partnership to the Limited Partners based on
     the following formula:

               Allocation = [(U/(S+U))xCNI] - [(U/(S+U))xPNI]

     In  the foregoing formula: (i) U equals the aggregate number
     of  Partnership Units owned by Limited Partners from time to
     time;  (ii)  S  equals the aggregate number of  REIT  Shares
     issued  and outstanding from time to time; (iii) CNI  equals
     the  aggregate  aggregate net income (or loss) for financial
     accounting purposes of the Partnership, the General  Partner
     and  all  Affiliated Entities which the General  Partner  is
     required to consolidate in its Statement of Operations;  and
     (iv)  PNI  equals  the aggregate net income  (or  loss)  for
     financial  accounting  purposes  of  the  Partnership.   The
     foregoing  allocation shall be prior to any other allocation
     of  Profit or Loss, with any remaining Profit or Loss  being
     allocated  among  the Partners pursuant to  Section  5.01(a)
     above.  The special allocations shall be allocated among the
     Limited Partners in proportion to their Percentage Interests
     in the Partnership.

          For  income  tax  purposes,  the  General  Partner   is
     authorized to use any reasonable and lawful method to effect
     the  foregoing  allocations for tax accounting  and  capital
     account accounting purposes to properly reflect the economic
     effect of the foregoing special allocation.

     Article VII, Section 7.01(b) of the Partnership Agreement is
hereby amended by deleting the reference to 20% in the first line
thereof and inserting "1%" in lieu thereof.

     IN  WITNESS WHEREOF, the foregoing Amendment No.  2  to  the
First  Amended  and Restated Agreement of Limited Partnership  of
Mid-America Apartments, L.P. has been signed and delivered as  of
this  24th  day of February, 1996 by the undersigned  as  general
partner of the Partnership.


                         MID-AMERICA APARTMENT COMMUNITIES, INC.
                         as General Partner


                         By: /s/ George E. Cates
                             -------------------
                         Title:     President