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, 2002

                                       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 300
                            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                                                      November 14, 2002
                                                                 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, 2002 (Unaudited) and December 31, 2001

        Statements of Operations of the  Partnership  for  the  three  and  nine
        months ended September 30, 2002 and 2001 (Unaudited)

        Statements of Cash Flows of the Partnership for the  nine  months  ended
        September 30, 2002 and 2001 (Unaudited)

        Notes to Financial Statements (Unaudited)


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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures


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

                                           Balance Sheets
                        September 30, 2002 (Unaudited) and December 31, 2001
                                       (Dollars in thousands)
<CAPTION>
                                                                           2002               2001
-----------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>
Assets:

Real estate assets:
      Land                                                              $  20,727          $  20,727
      Buildings and improvements                                          219,109            217,299
      Furniture, fixtures and equipment                                     6,946              6,457
      Construction in progress                                                652                647
-----------------------------------------------------------------------------------------------------
                                                                          247,434            245,130
      Less accumulated depreciation                                       (57,435)           (50,040)
-----------------------------------------------------------------------------------------------------
           Real estate assets, net                                        189,999            195,090


      Cash and cash equivalents                                             2,136              1,446
      Restricted cash                                                          36                 36
      Deferred financing costs, net                                           428              1,197
      Other assets                                                          1,643                560
-----------------------------------------------------------------------------------------------------
         Total assets                                                   $ 194,242          $ 198,329
=====================================================================================================

Liabilities and partners' capital:

Liabilities:
      Bonds payable                                                     $ 142,000          $ 142,000
      Accounts payable                                                         77                 94
      Accrued expenses and other liabilities                                3,913              2,494
      Due to affiliate                                                        255                545
      Security deposits                                                       847                813
-----------------------------------------------------------------------------------------------------
         Total liabilities                                                147,092            145,946

Partners' capital:
      General partner                                                       2,580              2,554
      Limited partner                                                      92,967             90,312
      Due from limited partner                                            (48,397)           (40,483)
-----------------------------------------------------------------------------------------------------
         Total partners' capital                                           47,150             52,383
-----------------------------------------------------------------------------------------------------
         Total liabilities and partners' capital                        $ 194,242          $ 198,329
=====================================================================================================

         See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                                               Mid-America Capital Partners, L.P.
                                                     (a limited partnership)

                                                    Statements of Operations
                                     Three and nine months ended September 30, 2002 and 2001
                                                     (Dollars in thousands)
                                                           (Unaudited)
<CAPTION>
                                                                           Three months ended              Nine months ended
                                                                              September 30,                   September 30,
                                                                        ---------------------------   ----------------------------
                                                                            2002          2001            2002            2001
                                                                        ------------  -------------   -------------  -------------
<S>                                                                      <C>           <C>             <C>             <C>
Revenues:
      Rental                                                               $ 10,274      $ 10,316        $ 30,249        $ 30,820
      Other                                                                     129           146             367             677
----------------------------------------------------------------------------------------------------------------------------------
      Total revenues                                                         10,403        10,462          30,616          31,497
----------------------------------------------------------------------------------------------------------------------------------

Expenses:
      Personnel                                                               1,269         1,163           3,755           3,424
      Building repairs and maintenance                                          482           494           1,323           1,399
      Real estate taxes and insurance                                         1,217         1,142           3,509           3,306
      Utilities                                                                 356           325             941           1,005
      Landscaping                                                               310           310             925             929
      Other operating                                                           424           429           1,226           1,339
      Depreciation and amortization real estate assets                        2,465         2,360           7,371           7,115
      Depreciation and amortization non-real estate assets                        8             8              24              24
      General and administrative                                                436           431           1,284           1,290
      Interest                                                                2,268         2,268           6,805           6,805
      Amortization of deferred financing costs                                  257           248             770             748
----------------------------------------------------------------------------------------------------------------------------------
      Total expenses                                                          9,492         9,178          27,933          27,384

Income before loss on disposition                                               911         1,284           2,683           4,113

Loss on disposition                                                              (2)            -              (2)              -
----------------------------------------------------------------------------------------------------------------------------------
Net income                                                                 $    909      $  1,284        $  2,681        $  4,113
==================================================================================================================================

          See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                                               Mid-America Capital Partners, L.P.
                                                    (a limited partnership)

                                                    Statements of Cash Flows
                                         Nine months ended September 30, 2002 and 2001
                                                     (Dollars in thousands)
                                                          (Unaudited)
<CAPTION>
                                                                                                          2002          2001
                                                                                                      -------------  ------------
<S>                                                                                                      <C>           <C>
Cash flows from operating activities:
    Net income                                                                                             $ 2,681       $ 4,113
    Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization                                                                         8,165         7,887
       Changes in assets and liabilities:
           Restricted cash                                                                                       -            (1)
           Other assets                                                                                     (1,083)         (276)
           Accounts payable                                                                                    (17)           31
           Accrued expenses and other liabilities                                                            1,418           759
           Due to affiliate                                                                                   (290)         (655)
           Security deposits                                                                                    34            19
---------------------------------------------------------------------------------------------------------------------------------
       Net cash provided by operating activities                                                            10,908        11,877
---------------------------------------------------------------------------------------------------------------------------------
Cash used in investing activities - improvements to properties                                              (2,304)       (3,094)
---------------------------------------------------------------------------------------------------------------------------------
Cash used in financing activities - due from limited partner                                                (7,914)       (8,254)
---------------------------------------------------------------------------------------------------------------------------------
       Net increase in cash and cash equivalents                                                               690           529
---------------------------------------------------------------------------------------------------------------------------------
Cash, beginning of period                                                                                    1,446           859
---------------------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                                                        $ 2,136       $ 1,388
=================================================================================================================================

Supplemental disclosure of cash flow information:
   Interest paid                                                                                           $ 6,805       $ 6,805
---------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.
</TABLE>
<PAGE>

                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2002 and 2001
                                   (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, 2001, 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,  2002 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 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  operations  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,  2002,  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 ("NOI"),  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.

The  revenues  and profits for the  aggregated  communities  are  summarized  as
follows (Dollars in thousands):
<TABLE>
<CAPTION>
                                                    Three months ended               Nine months ended
                                                       September 30,                   September 30,
                                            -------------------------------  -------------------------------
                                                 2002            2001             2002             2001
                                            --------------  ---------------  ---------------  --------------
<S>                                            <C>              <C>              <C>             <C>
Rental revenues                                  $ 10,274         $ 10,316         $ 30,249        $ 30,820
Other property revenues                               129              146              367             677
                                            --------------  ---------------  ---------------  --------------
    Total revenues                                 10,403           10,462           30,616          31,497
                                            --------------  ---------------  ---------------  --------------

Property net operating income                       6,345            6,599           18,937          20,095
Depreciation and amortization                       2,473            2,368            7,395           7,139
General and administrative expenses                   436              431            1,284           1,290
Interest expense                                    2,268            2,268            6,805           6,805
Amortization of deferred financing costs              257              248              770             748
Loss on disposition                                    (2)               -               (2)              -
                                            --------------  ---------------  ---------------  --------------
  Net income                                     $    909         $  1,284         $  2,681        $  4,113
                                            ==============  ===============  ===============  ==============
</TABLE>

There have been no material changes in segment assets during the period.
<PAGE>

PART I.  Financial Information
                                     ITEM 2.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The  following  discussion  and analysis of financial  condition  and results of
operations are based upon the Partnership's financial statements,  and the notes
thereto,  which have been  prepared in  accordance  with  accounting  principles
generally  accepted in the United States of America.  The  preparation  of these
financial  statements requires the Partnership to make a number of estimates and
assumptions  that affect the reported  amounts and  disclosures in the financial
statements.  On an ongoing basis,  the  Partnership  evaluates its estimates and
assumptions  based upon  historical  experience  and various  other  factors and
circumstances.  The Partnership  believes that its estimates and assumptions are
reasonable in the circumstances;  however,  actual results may differ from these
estimates and assumptions under different future conditions.

The  Partnership  believes  that the  estimates  and  assumptions  that are most
important to the portrayal of its financial condition and results of operations,
in that they require the most subjective judgments, form the basis of accounting
policies deemed to be most critical.  These critical accounting policies include
capitalization  of expenditures  and  depreciation of assets,  and impairment of
long-lived assets.

Capitalization of Expenditures and Depreciation of Assets

The  Partnership  carries  its real  estate  assets at their  depreciated  cost.
Depreciation  is computed on a  straight-line  basis over the  estimated  useful
lives  of  the  related  assets,  which  range  from  8 to  40  years  for  land
improvements and buildings,  to 5 years for furniture,  fixtures, and equipment,
all of which are judgmental  determinations.  Repairs and maintenance  costs are
expensed  as  incurred  while   significant   improvements,   renovations,   and
replacements are capitalized.

Impairment of Long-Lived Assets

The Partnership accounts for long-lived assets in accordance with the provisions
of Statement No. 144,  Accounting  for the  Impairment or Disposal of Long-Lived
Assets.  The  Partnership  periodically  evaluates its  long-lived  assets,  for
indicators  that would suggest that the carrying amount of the assets may not be
recoverable.  The judgments regarding the existence of such indicators are based
on factors such as operating performance,  market conditions,  costs to complete
development projects,  and legal factors.  Future events could occur which would
cause the Partnership to conclude that impairment  indicators exist and that the
Partnership should record an impairment loss.

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,
2002 and 2001. 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, 2002 and 2001 was
5,948 in 26 apartment communities. Average monthly rental per apartment unit was
$617 at September  30, 2002 and 2001.  Overall  occupancy was 94.4% and 95.2% at
September 30, 2002 and 2001, respectively.

RESULTS OF OPERATIONS (Dollars in 000's)

COMPARISON  OF THE  PARTNERSHIP'S  THREE MONTHS ENDED  SEPTEMBER 30, 2002 TO THE
THREE MONTHS ENDED SEPTEMBER 30, 2001

Total revenues for the three months ended  September 30, 2002 decreased .6% from
the three months ended  September 30, 2001.  This decrease is due to the decline
in occupancy from the third quarter of 2001.

Property  operating  expenses  for the three  months  ended  September  30, 2002
increased  by 5.0% as  compared  to the same  period a year  ago.  Increases  in
personnel,  real estate taxes and insurance, and utilities were partially offset
by decreases in building repairs and maintenance and other operating expenses.

COMPARISON OF THE PARTNERSHIP'S NINE MONTHS ENDED SEPTEMBER 30, 2002 TO THE NINE
MONTHS ENDED SEPTEMBER 30, 2001

Total revenues for the nine months ended  September 30, 2002 decreased 2.8% from
the nine months ended  September 30, 2001.  This decrease was due to the decline
in occupancy from the first nine months of 2001.

Property  operating  expenses  for the nine  months  ended  September  30,  2002
increased  by 2.4% as  compared  to the same  period a year  ago.  Increases  in
personnel,  and real  estate  taxes  and  insurance  were  partially  offset  by
decreases in utilities, building repairs and maintenance,  landscaping and other
operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating activities decreased to $10,908 for the nine
months ended September 30, 2002 from $11,877 for the nine months ended September
30, 2001 mainly related to lower net income.

Net cash flow used in investing activities decreased by $790 for the nine months
ended  September  30, 2002 as compared to the same period a year  earlier due to
decreased capital improvements to the properties.

Net cash  used in  financing  activities  decreased  during  the  period  due to
intercompany cash payments to the limited partner.

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).

The  Partnership's  $142  million  of debt  matures in March  2003.  Mid-America
Apartment  Communities,  Inc.  ("MAAC")  expects to fund the refinancing of this
debt by debt  issued  under  MAAC's  secured  credit  facility  with  Prudential
Mortgage Capital, credit enhanced by Fannie Mae.

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.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In April 2002, the FASB issued Statement No. 145,  Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No.13, and Technical  Corrections
(Statement  145). The rescission of Statement No. 4, Reporting  Gains and Losses
from  Extinguishment of Debt and Statement No. 64,  Extinguishments of Debt made
to Satisfy Sinking-Fund Requirements eliminates an exception to general practice
relating to the  determination  of whether certain items should be classified as
extraordinary  and is effective in fiscal  years  beginning  after May 15, 2002,
with earlier  implementation  encouraged.  The  amendment  of Statement  No. 13,
Accounting  for Leases  affects the  accounting  by the lessee for certain lease
modifications that have economic effects similar to sale-leaseback  transactions
and Intangible  Assets for Motor Carriers removes a no longer relevant  standard
from the  authoritative  literature.  The rescission of Statement No. 44 and all
other provisions of Statement 145 are effective for financial  statements issued
on or after May 15, 2002.  The impact of adopting  Statement 145 is not expected
to be material.

In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities  (Statement  146).  Statement 146 requires all
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan.  Statement  146  is  to be  applied  prospectively  to  exit  or  disposal
activities after December 31, 2002. The impact of adopting  Statement 146 is not
expected to be material.

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  and  rehabilitation  costs on the  apartment
communities. The forward-looking statements included herein are based on current
expectations  that  involve  numerous  risks  and  uncertainties.  Although  the
Partnership  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 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
Partnership or any other person that the objectives and plans of the Partnership
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 2001 Annual Report on Form 10-K.


                         ITEM 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Partnership  maintains  disclosure controls and procedures that are designed
to ensure that information  required to be disclosed in its Exchange Act reports
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated  to  the  Partnership's  management,   including  its  general
partner's Chief Executive Officer and Chief Financial  Officer,  as appropriate,
to allow timely decisions regarding required disclosure.  Management necessarily
applied its  judgment in assessing  the costs and benefits of such  controls and
procedures  which,  by their  nature,  can  provide  only  reasonable  assurance
regarding management's control objectives.

Within the 90-day period prior to the filing of this report,  an evaluation  was
carried  out  under  the   supervision  and  with  the   participation   of  the
Partnership's  management,  including  its  general  partner's  Chief  Executive
Officer and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation of the Partnership's  disclosure  controls and procedures  pursuant to
Rule 13a-14 of the Securities  Exchange Act of 1934 (the "Exchange Act").  Based
upon that evaluation,  the Chief Executive  Officer and Chief Financial  Officer
concluded  that  the  Partnership's   disclosure  controls  and  procedures  are
effective  in timely  alerting  them to  material  information  relating  to the
Partnership  that is required to be included in the  Partnership's  Exchange Act
filings.


CHANGES IN INTERNAL CONTROLS

There have been no significant changes in the Partnership's internal controls or
in other factors which could  significantly  affect internal controls subsequent
to the date the evaluation was completed.

<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)  The following exhibits are filed as part of this report.

          Exhibit No
             99.1   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

             99.2   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          (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:    November 14, 2002          /s/Simon R.C. Wadsworth
                                    Simon R.C. Wadsworth
                                    President and Director
                                    (Principal Financial and Accounting Officer)

<PAGE>
                      Chief Executive Officer Certification

I, H. Eric Bolton, Jr., certify that:

(1)  I have reviewed this quarterly  report on Form 10-Q of Mid-America  Capital
     Partners, L.P.;

(2)  Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  as of the date within 90 days prior to filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  summarize and report  financial data and have  identified for
          the  registrant's   auditors  any  material   weaknesses  in  internal
          controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

(6)  The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date: November 14, 2002                          /s/H. Eric Bolton, Jr.
                                                 H. Eric Bolton, Jr.
                                                 Chief Executive Officer
<PAGE>
                      Chief Financial Officer Certification

I, Simon R.C. Wadsworth, certify that:

(1)  I have reviewed this quarterly  report on Form 10-Q of Mid-America  Capital
     Partners, L.P.;

(2)  Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  as of the date within 90 days prior to filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  summarize and report  financial data and have  identified for
          the  registrant's   auditors  any  material   weaknesses  in  internal
          controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

(6)  The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date: November 14, 2002                           /s/Simon R.C. Wadsworth
                                                  Simon R.C. Wadsworth
                                                  Chief Financial Officer