EXHIBIT 3.6


                    MID-AMERICA APARTMENT COMMUNITIES, INC.

           ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED CHARTER
                              
      Mid-America Apartment Communities, Inc.,  a  Tennessee
corporation (the "Corporation"), certifies to the  Tennessee
Secretary of State that:

     FIRST: The Corporation's Board of Directors recommended
an amendment (the "Amendment") to the Corporation's  Amended
and Restated Charter (the "Charter")  to increase the number
of  authorized  shares of  the Corporation's  Common  Stock,
$.01  par  value  per  share (the "Common  Stock")  from  20
million  shares  to 50 million shares, to the  Corporation's
shareholders pursuant to a proxy statement dated October 13,
1997;

      SECOND:  The  Corporation's shareholders approved  the
Amendment at a special shareholders meeting duly called  and
held  pursuant to Tennessee law and the Corporation's bylaws
on November 14, 1997;

      THIRD:  Section  6 is hereby amended by  deleting  the
first  sentence contained in Section 6 and,  in  its  place,
inserting the following:

          6.  Authorized Capital Stock.  The total number of
     shares of stock which the Corporation has authority  to
     issue  is  fifty million (50,000,000) shares of  Common
     Stock,  $.01  par  value per share,  and  five  million
     (5,000,000) shares of Preferred Stock, $.01  par  value
     per share.

      FOURTH: This Amendment shall be effective at the  time
the  Tennessee Secretary of State accepts this Amendment for
filing.

      IN WITNESS WHEREOF, MID-AMERICA APARTMENT COMMUNITIES,
INC. has caused these presents to be signed in its name  and
on  its  behalf by its Chief Financial Officer on  this  the
17th day of November 1997.

                       MID-AMERICA APARTMENT COMMUNITIES,INC.


                         By:  /s/ Simon R.C. Wadsworth
                         Title: Chief Financial Officer