EXHIBIT 3.9


                   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  common  and   preferred
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,  as  reconvened following adjournment on December  12,
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  twenty  million
     (20,000,000) 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 Secretary on this the  15th  day  of
December 1997.

                        MID-AMERICA APARTMENT COMMUNITIES, INC.

                        By:  /s/ Lynn A. Johnson
                        Title: Lynn A. Johnson, Secretary