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

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from to

                       Commission File Number: 333-42441

                       MID-AMERICA CAPITAL PARTNERS, L.P.
               (Exact Name of Registrant as Specified in Charter)

            TENNESSEE                             62-1717980
    (State of Incorporation)         (I.R.S. Employer Identification Number)

                          6584 POPLAR AVENUE, SUITE 340
                            MEMPHIS, TENNESSEE 38138
                    (Address of principal executive offices)

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

N/A (Former name,  former  address and former fiscal year, if changed since last
report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                      [X] Yes           [  ] No



                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

                                                  Number of Shares Outstanding
       Class                                           October 31, 1999
       -----                                           ----------------
                                                            none


<PAGE>




                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION


 Item 1.          Financial Statements

                    Balance Sheets of Mid-America  Capital  Partners,  L.P. (the
                    "Partnership")  as of  September  30, 1999 and  December 31,
                    1998

                    Statements of Operations  of the  Partnership  for the three
                    and nine months ended September 30, 1999 and 1998

                    Statements  of Cash  Flows of the  Partnership  for the nine
                    months ended September 30, 1999 and 1998

                    Notes to Financial Statements


Item 2.           Management's  Discussion  and Analysis of Financial  Condition
                    and Results of Operations

Item 3.           Quantitative and Qualitative Disclosures about Market Risk


                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities

Item 3.           Defaults Upon Senior Securities

Item 4.           Submission of Matters to a Vote of Security Holders

Item 5.           Other Information

Item 6.           Exhibits and Reports on Form 8-K

                  Signatures


<PAGE>

PART I. Financial Information
ITEM 1.

                       Mid-America Capital Partners, L.P.
                             (a limited partnership)

                                 Balance Sheets
              September 30, 1999 (Unaudited) and December 31, 1998
                             (Dollars in thousands)

                                                           1999          1998
                                                           ----          ----
Assets:

Real estate assets:
      Land .........................................    $  21,305     $  21,305
      Buildings and improvements ...................      208,247       204,886
      Furniture, fixtures and equipment ............        5,090         4,603
      Construction in progress .....................        2,518         2,370
--------------------------------------------------------------------------------
                                                          237,160       233,164
      Less accumulated depreciation ................      (28,918)      (22,309)
--------------------------------------------------------------------------------
           Real estate assets, net .................      208,242       210,855

      Cash .........................................        1,942          --
      Restricted cash ..............................           33           406
      Deferred financing costs, net ................        3,506         4,248
      Due from limited partner .....................       15,792         8,613
      Other assets .................................          270           202

--------------------------------------------------------------------------------

        Total assets ..............................    $ 229,785     $ 224,324
================================================================================

Liabilities and Partners' Capital

Liabilities:
      Bonds payable ................................    $ 142,000     $ 142,000
      Bank overdraft ...............................         --             667
      Accounts payable .............................          603           438
      Accrued expenses and other liabilities .......        3,450         1,828
      Due to affiliate .............................        1,325           474
      Security deposits ............................          784           706
--------------------------------------------------------------------------------
         Total liabilities .........................      148,162       146,113

Partners' Capital:
      General Partner ..............................        2,441         2,407
      Limited Partner ..............................       79,182        75,804
--------------------------------------------------------------------------------
         Total partners' capital ...................       81,623        78,211
--------------------------------------------------------------------------------
         Total liabilities and partners' capital ...    $ 229,785     $ 224,324
================================================================================


                 See accompanying notes to financial statements.

<PAGE>
                       Mid-America Capital Partners, L.P.
                             (a limited partnership)
                            Statements of Operations
             Three and nine months ended September 30, 1999 and 1998

                            (Dollars in thousands) )
                                   (Unaudited)

                                                  Three months     Nine months
                                                     ended            ended
                                                  September 30,   September 30,
                                                  -------------   -------------

                                                  1999    1998    1999    1998
                                                  ----    ----    ----    ----
Revenues:
      Rental ................................. $ 9,969 $ 9,715  $29,306 $28,757
      Other ..................................      94     104      286     335
--------------------------------------------------------------------------------
      Total revenues .........................  10,063   9,819   29,592  29,092
--------------------------------------------------------------------------------

Expenses:
      Personnel ..............................   1,084   1,106    3,185   3,244
      Building repairs and maintenance .......     584     610    1,503   1,521
      Real estate taxes and insurance ........   1,038     921    2,957   2,788
      Utilities ..............................     428     425    1,164   1,177
      Landscaping ............................     271     239      789     728
      Other operating ........................     389     414    1,227   1,150
      Depreciation and amortization
        real estate assets ...................   2,224   2,080    6,587   6,179
      Depreciation and amortization
        non-real estate assets ...............       8      17       23      32
      General and administrative .............     408     392    1,188   1,130
      Interest ...............................   2,278   2,268    6,815   6,894
      Amortization of deferred financing costs     247     247      742     779
--------------------------------------------------------------------------------
      Total expenses .........................   8,959   8,719   26,180  25,622
--------------------------------------------------------------------------------
Income before extraordinary item .............   1,104   1,100    3,412   3,470
--------------------------------------------------------------------------------
Extraordinary item:
      Loss on debt extinguishment ............    --      --        --       86
--------------------------------------------------------------------------------

Net income ................................... $ 1,104 $ 1,100  $ 3,412 $ 3,384
================================================================================


                 See accompanying notes to financial statements.
<PAGE>

                       Mid-America Capital Partners, L.P.
                             (a limited partnership)
                            Statements of Cash Flows
                  Nine months ended September 30, 1999 and 1998
                             (Dollars in thousands)


                                                              1999         1998
                                                              ----         ----
Cash flows from operating activities:
      Net income                                             $3,412      $3,384
      Adjustments to reconcile net income
       to net cash provided by
       operating activities:
              Depreciation and amortization                   7,352       6,990
              Extraordinary item - loss on debt
               extinguishment                                     -          86
              Changes in assets and liabilities:
                  Restricted cash                               373         530
                  Due to/from affiliate                         851        (318)
                  Other assets                                  (68)         29
                  Accounts payable                              165         (50)
                  Accrued expenses and other liabilities      1,621         734
                  Security deposits                              78           -
--------------------------------------------------------------------------------
              Net cash provided by operating activities      13,784      11,385
--------------------------------------------------------------------------------

Cash flows from investing activities:
              Improvements to properties                     (3,996)     (2,968)
--------------------------------------------------------------------------------
              Net cash used in investing activities          (3,996)     (2,968)
--------------------------------------------------------------------------------

Cash flows from financing activities:
              Repayment of bank overdraft                      (667)          -
              Proceeds from notes payable                         -     142,000
              Principal payments on bridge notes payable          -    (140,000)
              Deferred financing costs                            -      (3,613)
              Due from limited partner                       (7,179)     (7,987)
--------------------------------------------------------------------------------
              Net cash used in financing activities          (7,846)     (9,600)
--------------------------------------------------------------------------------
              Net increase (decrease) in cash
                and cash equivalents                          1,942      (1,183)
--------------------------------------------------------------------------------
Cash, beginning of period                                         -       1,570
--------------------------------------------------------------------------------
Cash, end of period                                         $ 1,942       $ 387
================================================================================

Supplemental disclosure of cash flow information:
   Interest paid                                            $ 6,815     $ 6,978
================================================================================

                 See accompanying notes to financial statements.

<PAGE>

                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



1.       Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with the accounting  policies in effect as of December 31, 1998, as set forth in
the annual  financial  statements of  Mid-America  Capital  Partners,  L.P. (the
"Partnership"),  as of such date. In the opinion of management,  all adjustments
necessary for a fair presentation of the financial statements have been included
and all such  adjustments  were of a normal  recurring  nature.  The  results of
operations  for the three  and nine  months  ended  September  30,  1999 are not
necessarily indicative of the results to be expected for the full year.

The  Partnership  is  a  special  purpose  Delaware  limited  partnership.   The
Partnership  was formed on  November  24,  1997 for the sole  purpose to own and
operate  26  apartment   communities  (the  Mortgaged  Properties)  and  manage,
renovate, improve, lease, sell, transfer,  exchange, mortgage and otherwise deal
with the Mortgaged  Properties.  The sole limited  partner of the Partnership is
Mid-America Apartments,  L.P., a Tennessee limited partnership (MAALP), which is
a majority owned subsidiary of Mid-America Apartment  Communities,  Inc. (MAAC).
MAAC owns, directly or through its subsidiaries, all of the outstanding units of
partnership  interest.  MAAC is a  self-administered  and self-managed  umbrella
partnership  real estate  investment  trust (REIT).  MAAC conducts a substantial
portion of its  operation  through  MAALP and  subsidiaries  of MAALP.  The sole
general  partner of the  Partnership  is MAACP,  Inc.,  a Tennessee  corporation
(MAACP), a wholly-owned subsidiary of MAAC. The term of the Partnership shall be
to December 31, 2020, unless  terminated  earlier as provided in the Partnership
Agreement or as otherwise provided by law.

2.       Segment Information

At  September  30,  1999,  the  Partnership  owned  and  operated  26  apartment
communities  from which it derives  all  significant  sources  of  earnings  and
operating cash flows. The Partnership's  operational structure is organized on a
decentralized   basis,   with  individual   property   managers  having  overall
responsibility  and  authority  regarding  the  operations  of their  respective
properties. Each property manager individually monitors local and area trends in
rental rates, occupancy percentages,  and operating costs. Property managers are
given the on-site  responsibility  and discretion to react to such trends in the
best interest of the Partnership.  Management  evaluates the performance of each
individual  property  based on its  contribution  of revenues and net  operating
income,  which is composed of property revenues less all operating costs
including insurance and real estate taxes. The Partnership's reportable segments
are its individual  properties  because each is managed  separately and requires
different  operating  strategy and expertise  based on the geographic  location,
community  structure  and quality,  population  mix and numerous  other  factors
unique to each community.

<PAGE>

The  revenues  and profits for the  aggregated  communities  are  summarized  as
follows:

                                           Three months ended  Nine months ended
                                              September 30,     September 30,
                                            ----------------------------------
                                             1999      1998     1999      1998
                                            ----------------  ----------------

Rental revenues ........................   $ 9,969   $ 9,715   $29,306   $28,757
Other property revenues ................        94       104       286       335
                                           -------   -------   -------   -------
    Total Revenues .....................    10,063     9,819    29,592    29,092
                                           -------   -------   -------   -------

Property net operating income ..........     6,269     6,104    18,767    18,484
Interest expense .......................     2,278     2,268     6,815     6,894
General and administrative expenses ....       408       392     1,188     1,130
Amortization of deferred financing costs       247       247       742       779
Depreciation and amortization ..........     2,232     2,097     6,610     6,211

                                           -------   -------   -------   -------
  Net operating income..................   $ 1,104   $ 1,100   $ 3,412   $ 3,470
                                           =======   =======   =======   =======




<PAGE>


                          PART I. Financial Information
                                     ITEM 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

OVERVIEW

The  following  is a  discussion  of the  financial  condition  and  results  of
operations of the  Partnership for the three and nine months ended September 30,
1999 and 1998. This discussion  should be read in conjunction with the financial
statements  included in this  report.  These  financial  statements  include all
adjustments,  which are, in the opinion of  management,  necessary  to reflect a
fair statement of the results for the interim  periods  presented,  and all such
adjustments are of a normal recurring nature.

The total  number of apartment  units owned at  September  30, 1999 and 1998 was
5,949 in 26 apartment  communities.  Average  monthly  rental per apartment unit
increased to $578 at September 30, 1999 from $569 at September 30, 1998. Overall
occupancy was 95.1% and 94.6% at September 30, 1999 and 1998, respectively.

RESULTS OF OPERATIONS (Dollars in 000's)

COMPARISON  OF THE  PARTNERSHIP'S  THREE MONTHS ENDED  SEPTEMBER 30, 1999 TO THE
THREE MONTHS ENDED SEPTEMBER 30, 1998

Total revenues for the three months ended September 30, 1999 increased 2.5% from
the three months ended September 30, 1998. This increase is primarily due to the
increase in the average  rental rate and to a slight  increase in  occupancy  as
compared to the same period a year ago.

Property  operating  expenses  for the three  months  ended  September  30, 1999
increased  by 2% as  compared  to the same  period  a year  ago.  Reductions  in
personnel and repairs and  maintenance  costs were more than offset by increases
in real estate taxes and insurance and landscaping costs.

Depreciation  and  amortization  expense  also  increased  from $2,080 to $2,224
primarily due to additional  depreciation related to normal capital additions to
maintain the properties within the increasingly competitive markets.

COMPARISON OF THE PARTNERSHIP'S NINE MONTHS ENDED SEPTEMBER 30, 1999 TO THE NINE
MONTHS ENDED SEPTEMBER 30, 1998

Total  revenues for the nine months ended  September 30, 1999  increased by 1.7%
primarily  to the increase in the average  rental rate and a slight  increase in
occupancy percentage as compared to the same period a year ago.

Property  operating  expenses  for the nine  months  ended  September  30,  1999
increased  by 2% as  compared  to the nine  months  ended  September  30,  1998.
Reductions in personnel  and utilities  costs were more than offset by increases
in real estate taxes and insurance, landscaping and other operating costs.

Depreciation  and  amortization  expense  also  increased  from $6,179 to $6,587
primarily due to additional  depreciation related to normal capital additions to
maintain the properties within the increasingly competitive markets.
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Net cash flow  provided by operating  activities  increased  $2,399 for the nine
months ended  September 30, 1999 mainly  related to  additional  cash flows from
operating assets and liabilities.

Net cash flow used in investing activities increased by approximately $1,028 for
the nine months ended  September  30, 1999 as compared to the same period a year
earlier,   mainly  due  to  increased  capital   expenditures  to  increase  the
marketability of these properties in the increasingly competitive markets.

The  Partnership  believes  that cash  provided by  operations  is adequate  and
anticipates that it will continue to be adequate in both the short and long-term
to meet operating requirements  (including recurring capital expenditures at the
communities).

INSURANCE

In the opinion of management,  property and casualty insurance is in place which
provides  adequate  coverage  to provide  financial  protection  against  normal
insurable risks such that it believes that any loss experienced would not have a
significant  impact  on the  Partnership's  liquidity,  financial  position,  or
results of operations.

INFLATION

Substantially  all of the resident leases at the communities  allow, at the time
of renewal, for adjustments in the rent payable thereunder,  and thus may enable
the Partnership to seek rent increases. The substantial majority of these leases
are for one year or less. The short-term nature of these leases generally serves
to reduce the risk to the Partnership of the adverse effects of inflation.

YEAR 2000

In older computer programs, to conserve storage space, only two digits were used
to identify  the year.  This set up has  created a date  sequence  problem.  The
computer may not know that 00 comes after 99,  moreover it may not know if 00 is
1900 or 2000("Y2K").  The business risk of this problem is that  calculations or
processes  that are date  dependent may not yield the correct  answer or work at
all.

Software vendors have certified all of the mission critical applications;  these
vendors provide the software used for financial,  network,  property  management
and telephone systems used by the Partnership.  The Partnership does not own any
in-house  development programs that require replacing or re-writing of code. The
Partnership  has performed a thorough  assessment of its personal  computers and
desktop  software.  All mission  critical  desktop  hardware  and  software  are
believed to be compliant.  Remediation  of  non-compliant  hardware and software
(none of which is  mission-critical)  is expected to be  completed by the end of
the year.

The Partnership estimates that the total Y2K project cost is nominal, as systems
have been  upgraded  and become Y2K  compliant  as part of its normal  course of
business.  The  Partnership  believes that its Y2K  initiatives  are adequate to
address reasonably likely Y2K issues.
<PAGE>

Management  believes that hardware and software  upgrades made over the last few
years will reduce the possibility of  interruptions  to the operation.  However,
the Partnership is dependent on the utilities  infrastructure  within the United
States.  The most likely worst case scenario would be that the Partnership might
experience  disruption  in its  operations if any of the  third-party  suppliers
reported a system failure.

The Y2K  contingency  plan is the final phase of the  project.  The  Partnership
maintains  contingency  plans in the normal  course of  business  designed to be
deployed in the event of various potential business interruptions.  Although the
Partnership  believes that its contingency plans and Y2K project will reduce the
risk of significant operations  disruption,  due to general uncertainty over Y2K
readiness of the Partnership's  third-party suppliers, the Partnership is unable
to determine at this time whether the  consequences  of the Y2K system  failures
will have a material impact.


RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

The Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe  harbors  created  thereby.  These  statements  include  the  plans and
objectives of management for future  operations,  including plans and objectives
relating  to  capital  expenditures,   rehabilitation  costs  on  the  apartment
communities,  and future  development.  Although the Company  believes  that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and,  therefore,  there can be no assurance that
the  forward-looking  statements included in this report on Form 10-Q will prove
to be  accurate.  In  light of the  significant  uncertainties  inherent  in the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.


       ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

This  information has been omitted as there have been no material changes in the
Partnership's market risk as disclosed in the 1998 Annual Report on Form 10-K.

<PAGE>


PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            None.

Item 2.     Changes in Securities

            None.

Item 3.     Defaults Upon Senior Securities

            None.

Item 4.     Submission of Matters to a Vote of Security Holders

            None.

Item 5.     Other Information

            None.

Item 6.    Exhibits or Reports on Form 8-K

(a)      Exhibits

        (27)  Financial  Data  Schedule  for  the  period  ended 9/30/99.

           (b)  Reports on Form 8-K


             None.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                      MID-AMERICA CAPITAL PARTNERS, L.P.



Date:   11/12/1999                    /s/Simon R.C. Wadsworth
       ________________               __________________________________
                                         Simon R.C. Wadsworth
                                         President and Director
                                        (Principal Executive Officer)


Date:  11/12/1999                     /s/ Mark S. Martini
      _______________                ___________________________________
                                         Mark S. Martini
                                         Diretor
                                        (Principal Financial and Accounting
                                         Officer)