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 March 31, 1998
                                
                               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

* Registration statement on Form S-3 became effective February 17, 1998.


              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:

           Class                   Number of Shares Outstanding
           -----                 ----------------------------
       Not applicable                   Not applicable


<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 March 31, 1998 and December 31, 1997

         Statement of Operations of the Partnership for the three months 
         ended March 31, 1998 and Combined Statement of Operations 
         of Capital Properties Group ("Predecessor" to Mid-America 
         Capital Partners, L.P.) for the three months ended March 31, 1997

         Statement of Cash Flows of the Partnership for the three months 
         ended March 31, 1998 and Combined Statement of Cash Flows 
         of the Predecessor for the three months ended March 31, 1997

         Notes to Financial Statements


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



                   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
March 31, 1998 (Unaudited) and December 31, 1997

(Dollars in thousands)


                                                        1998       1997
                                                      --------   --------
Assets
======

Real estate assets:
    Land                                                $ 21,016   $ 21,016
    Buildings and improvements                           202,514    201,499
    Furniture, fixtures and equipment                      4,234      3,354
    Construction in progress                                 405      1,739
---------------------------------------------------------------------------
                                                         228,169    227,608
    Less accumulated depreciation                        (16,049)   (13,985)
---------------------------------------------------------------------------
       Real estate assets, net                           212,120    213,623

    Cash                                                   3,025      1,570
    Restricted cash                                          866        932
    Deferred financing costs                               4,787      1,743
    Due from limited partner                                 929      1,264
    Other assets                                             356        231
---------------------------------------------------------------------------
       Total assets                                     $222,083   $219,363
===========================================================================


Liabilities and Partners' Capital
=================================

Liabilities:
    Bonds payable                                       $142,000   $      0
    Bridge notes payable                                       -    140,000
    Accounts payable                                       1,134        390
    Accrued expenses and other liabilities                 2,389      2,875
    Due to affiliate                                         929      1,596
    Security deposits                                        715        713
---------------------------------------------------------------------------
       Total liabilities                                  147,167   145,574

Partners' Capital:
    General Partner                                        2,374      2,363
    Limited Partner                                       72,542     71,426
---------------------------------------------------------------------------
       Total partners' capital                            74,916     73,789
---------------------------------------------------------------------------
       Total liabilities and partners' capital          $222,083   $219,363
===========================================================================



See accompanying notes to consolidated financial statements.

<PAGE>

Mid-America  Capital Partners, L.P.
(a limited partnership)
Statement  of  Operations of the Partnership and
Combined Statement of Operations of the Predecessor
Three months ended March 31, 1998 and  1997

(Dollars  in  thousands)
(Unaudited)


                                               Three months ended March 31,
                                             -------------------------------
                                                               Predecessor
                                                               -----------
                                                   1998            1997
                                               -----------     -----------
Revenues:
    Rental                                      $   9,601       $   7,060
    Other                                             105              61
--------------------------------------------------------------------------
    Total revenues                                  9,706           7,121
--------------------------------------------------------------------------

Expenses:
    Personnel                                       1,049             715
    Building repairs and maintenance                  402             268
    Real estate taxes and insurance                   949             685
    Utilities                                         390             266
    Landscaping                                       241             189
    Other operating                                   398             323
    Depreciation and amortization 
        real estate assets                          2,056           1,463
    Depreciation and amortization  
        non-real estate assets                          8               6
    General and administrative                        370             285
    Interest                                        2,345             371
    Amortization of deferred financing costs          285               9
--------------------------------------------------------------------------
        Total expenses                              8,493           4,580

--------------------------------------------------------------------------
Income before extraordinary item                    1,213           2,541
--------------------------------------------------------------------------

--------------------------------------------------------------------------
Extraordinary item:
    Loss on debt extinguishment                       (86)              -
--------------------------------------------------------------------------

--------------------------------------------------------------------------
Net income                                      $   1,127       $   2,541
==========================================================================



See accompanying notes to consolidated financial statements.

<PAGE>


Mid-America  Capital Partners, L.P.
(a limited partnership)
Statement  of  Cash  Flows of the Partnership and
Combined Statement of Cash Flows of the Predecessor
Three months ended March 31, 1998 and 1997
(Dollars in thousands)
(Unaudited)


                                                               Predecessor
                                                               ----------- 
                                                       1998        1997
                                                     --------    --------
Cash flows from operating activities:
  Net income                                         $  1,127    $  2,541

  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation and amortization                     2,349       1,478
      Changes in assets and liabilities:
        Restricted cash                                    66         224
        Due from limited partner                          335           -
        Other assets                                     (125)        (52)
        Accounts payable                                  744        (414)
        Accrued expenses and other liabilities           (486)       (344)
        Due to affiliate                                 (667)          -
        Security deposits                                   2           -
--------------------------------------------------------------------------
      Net cash provided by operating activities         3,345       3,433

Cash flows from investing activities:
      Purchases of real estate assets                       -     (19,064)
      Improvements to properti                           (561)     (1,399)
--------------------------------------------------------------------------
      Net cash used in investing activities              (561)    (20,463)

Cash flows from financing activities:
      Proceeds from notes payable                     142,000           -
      Principal payments on bridge notes payable     (140,000)          -
      Principal payments on notes payable                   -         (67)
      Deferred financing costs                         (3,329)          -
      Capital contributions, net (Predecessor)              -      17,060
--------------------------------------------------------------------------
      Net cash provided by (used in)
         financing activities                          (1,329)     16,993
--------------------------------------------------------------------------
      Net increase (decrease) in cash
         and cash equivalents                           1,455         (37)
--------------------------------------------------------------------------
Cash and cash equivalents, beginning of period          1,570         134
--------------------------------------------------------------------------
Cash and cash equivalents, end of period             $  3,025    $     97
==========================================================================


Supplemental disclosure of cash flow information:
   Interest paid                                     $  2,530    $    947
--------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.

<PAGE>


MID-AMERICA CAPITAL PARTNERS, L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
                                
THREE MONTHS ENDED MARCH 31, 1998 AND 1997


1.

The  accompanying  unaudited  financial  statements  have   been
prepared in accordance with the accounting policies in effect  as
of  December  31,  1997,  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-month period ended March 31, 1998 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.

On  March  6, 1998 the Partnership  issued $142 million aggregate
principal  amount  of  6.376% Bonds Due 2003  (the  Bonds).   The
Bonds  are  secured by a first priority deed of  trust,  security
agreement  and assignment of rents and leases in respect  of  the
Mortgaged  Properties.  The net proceeds from  the  sale  of  the
Bonds  were  applied to the bridge notes payable and utilized  to
fund costs of the offering.

The  Partnership  has  only limited involvement  with  derivative
financial instruments and does not use them for trading purposes.
The   Partnership  occasionally  utilizes  derivative   financial
instruments as hedges in anticipation of future debt transactions
to manage well-defined interest rate risk.

In  anticipation  of  the March 6, 1998 Bonds issuance  discussed
above,  the Partnership entered into four separate interest  rate
contracts in 1997 with notional amounts aggregating $140 million,
the effect of which was to lock the interest rate on $140 million
of  the Bonds at an average interest rate of 6.62%.  On  March 6,
1998 the Partnership realized a $1.4 million realized loss on the
interest  rate contracts.   The realized loss resulting from  the
change in the market value of these contracts are amortized  into
interest expense over the life of the related debt issuance.

<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
months  ended  March  31,  1998 and the  combined  financial
condition  and results of operations of the Partnership  for
the  three  months  ended March 31,  1997.  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.

RESULTS OF OPERATIONS

COMPARISON  OF THE PARTNERSHIP'S THREE MONTHS ENDED MARCH 31, 1997
TO THE PREDECESSOR'S THREE MONTHS MARCH 31, 1997

The  total number of apartment units owned at March 31, 1998
was 5,947 in 26 apartment communities, compared to 4,804  in
20 communities at March 31, 1997. Average monthly rental per
apartment unit increased to $565 at March 31, 1998 from $533
at  March 31, 1997. Overall occupancy was 95.0% at March 31,
1998  and 94.8% at March 31, 1997.

Total  revenues  for the three months ended March  31,  1998
increased by approximately $2,585,000 due primarily  to  (i)
approximately  $2,388,000 from the communities  acquired  in
1997,  (ii)  approximately  $109,000  from  the  communities
acquired  in 1996, and (iii) approximately $88,000 from  the
communities owned throughout both periods.

Property operating expenses for the three months ended March
31,  1998  increased by approximately $983,000 due primarily
to  (i) approximately $842,000 from the communities acquired
in  1997,  (ii)  approximately $28,000 from the  communities
acquired in 1996, and (iii) approximately $113,000 from  the
communities  owned  throughout both periods.  Utility  costs
increased  to 4.0% of revenue from 3.7% of revenue  for  the
three  months  ended  March 31, 1998 compared  to  the  same
period a year earlier, due primarily to higher utility costs
per property for the 6 additional properties acquired during
the year ended March 31, 1998.

Depreciation    and    amortization    expense     increased
approximately $871,000 for the three months ended March  31,
1998  compared  to the same period a year earlier  primarily
due  to  depreciation expense for (i) approximately $482,000
from  the  communities acquired in 1997, (ii)  approximately
$61,000  from  the  communities  acquired  in  1996,   (iii)
approximately $52,000 from the communities owned  throughout
both  periods, and (iv) approximately $276,000 of additional
amortization  expense  for  the  deferred  financing   costs
incurred on the March 6, 1998 offering of $142,000,000 bonds
payable (the "First Mortgage Bonds").

Interest  expense increased approximately $1,974 during  the
three  months  ended  March 31, 1998 compared  to  the  same
period  a year earlier primarily due to the issuance of  the
First  Mortgage Bonds. The borrowing cost of the Partnership
First  Mortgage  Bonds  was 6.62% compared  to  the  average
borrowing  cost of the Predecessor's debt of 8.7%  at  March
31, 1997.


LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating activities increased  by
approximately $88,000 for the three months ended  March  31,
1998  from  approximately $3,433,000 for  the  three  months
ended  March  31, 1997. The decrease in net  cash  flow  was
primarily due to a decrease in net income and an increase in
depreciation   and   amortization,  accrued   expenses   and
liabilities and the due to affiliate.

Net  cash  flow  used in investing activities  decreased  by
approximately $19,902,000 for the three months  ended  March
31, 1998 from approximately $20,463,000 for the three months
ended  March  31,  1997.  Capital improvements  to  existing
properties  totaled  approximately $561,000  for  the  three
months  ended  March  31,  1998, compared  to  approximately
$1,399,000  for the same period in 1996. Of the $561,000  in
capital   improvements  approximately   $267,000   was   for
recurring   capital  expenditures,  including   carpet   and
appliances, approximately $104,000 was for revenue enhancing
projects  with the remaining balance for other miscellaneous
items.    For  the  three  months  ended  recurring  capital
expenditures averaged $277 per apartment stabilized unit  on
an  annualized basis.   During the three months ended  March
31,  1997  the  Predecessor acquired two properties,  Howell
Commons and Westside Creek I, for approximately $19,064,000.
There  were no property acquisitions during the three months
ended March 31, 1998.

Net  cash  flow  provided by (used in) financing  activities
decreased  by  approximately $18,322,000  during  the  three
months  ended March 31, 1998 from approximately  $16,993,000
for the same period in 1997. The principal uses of cash from
financing  activities  were approximately  $140,000,000  for
repayment  of  the  bridge notes payable and   approximately
$3,329,000  for additional deferred financing costs  related
to  the  issuance of $142,000,000 Bonds payable. During  the
three   months   ended  March  31,  1997   the   Predecessor
contributed  $17,060,000 to acquire two  properties,  Howell
Commons  and  Westside  Creek  I.   There  were  no  capital
contributions  or  property acquisitions  during  the  three
months ended March 31, 1998.


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.

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 which are discussed in "Risk Factors" in  this
report.   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.


<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
      
         None.

         (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:  May 15, 1998                /s/ SIMON R.C. WADSWORTH
       ------------                -----------------------------
                                         Simon R.C. Wadsworth
                                         President and Director
                                         (Principal Executive Officer)