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 June 30, 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



              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                        at July 31, 1998
            ----------------            ---------------------------- 
                                                    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 June 30, 1998 and December 31, 1997
          
          Statement of Operations of the Partnership for the three and
          six months ended June 30, 1998 and Combined Statement of
          Operations of Capital Properties Group ("Predecessor"
          to Mid-America Capital Partners, L.P.) for the three
          and six months ended June 30, 1997
          
          Statement of Cash Flows of the Partnership for the six
          months ended June 30, 1998 and Combined Statement of
          Cash Flows of the Predecessor for the six months ended
          June, 30, 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
June 30, 1998 (Unaudited) and December 31, 1997

(Dollars in thousands)

                                        1998         1997
                                        ----         ----
Assets:

Real estate assets:
Land                               $  21,016    $  21,016
Buildings and improvements           203,060      201,499
Furniture, fixtures and equipment      4,342        3,354
Construction in progress                 838        1,739
                                     -------      -------
                                     229,256      227,608
Less accumulated depreciation        (18,099)     (13,985)
                                     -------      ------ 
  Real estate assets, net            211,157      213,623

Cash                                   2,197        1,570
Restricted cash                        1,146          932
Deferred financing costs, net          4,731        1,743
Due from limited partner               2,804        1,264
Due from affiliate                       141            -
Other assets                             263          231
                                     -------      -------
Total assets                       $ 222,439    $ 219,363
                                     =======      ======= 

Liabilities and Partner's Capital

Liabilities:
Bonds payable                      $ 142,000    $       -
Bridge notes payable                       -      140,000
Accounts payable                         481          390
Accrued expenses and other
     liabilities                       3,158        2,875
Due to affiliate                           -        1,596
Security deposits                        727          713
                                     -------      -------
Total liabilities                    146,366      145,574
                                     
Partner's Capital:
General Partner                        2,386        2,363
Limited Partner                       73,687       71,426
                                     -------      -------
Total partner's capital               76,073       73,789
                                     -------      -------
Total liabilities and partner's
    capital                        $ 222,439    $ 219,363
                                     =======      =======

[FN] 
See accompanying notes to 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 and six months ended June 30, 1998 and  1997

(Dollars  in  thousands)
(Unaudited)


                        Three months ended June 30,  Six months ended June 30,
                        --------------------------   ------------------------
                                         Predecessor               Predecessor
                                  1998       1997         1998         1997
                                  ----   -----------      ----     -----------
Revenues:
Rental                        $  9,441   $  7,490     $ 19,042     $ 14,550
Other                              126         60          231          121
                                 -----      -----       ------       ------ 
Total revenues                   9,567      7,550       19,273       14,671
                                 -----      -----       ------       ------
Expenses:
Personnel                        1,089        823        2,138        1,538
Building repairs and
   maintenance                     509        378          911          646
Real estate taxes and
   insurance                       918        699        1,867        1,384
Utilities                          362        287          752          553
Landscaping                        248        230          489          419
Other operating                    338        280          736          603
Depreciation and amortization 
  - real estate assets           2,043      1,557        4,099        3,020
Depreciation and amortization -
  - non-real estate assets           7          7           15           13
General and administrative         368        302          738          587
Interest                         2,281        353        4,626          724
Amortization of deferred
    financing costs                247         12          532           21
                                 -----      -----       ------        -----
Total expenses                   8,410      4,928       16,903        9,508
                                 -----      -----       ------        -----
Income before extraordinary
    item                         1,157      2,622        2,370        5,163
                                 -----      -----       ------        -----
Extraordinary item:
Loss on debt extinguishment          -          -           86            -
                                 -----      -----        -----        ----- 
Net income                    $  1,157   $  2,622     $  2,284     $  5,163
                                 =====      =====        =====        =====

[FN]
See accompanying notes to 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
Six months ended June 30, 1998 and 1997

       (Dollars in thousands)
             (Unaudited)


                                               Predecessor
                                        1998      1997
                                        ----   -----------

Cash flows from operating activities:
------------------------------------
Net income                               2,284     5,163
Adjustments to reconcile net income
     to net cash provided by
     operating activities:
Depreciation and amortization            4,646     3,054
Extraordinary item                          86         -

Changes in assets and liabilities:
    Restricted cash                       (214)      200
    Due from limited partner            (1,540)        -
    Due to/from affiliate               (1,737)        -
    Other assets                           (32)      114
    Accounts payable                        91      (304)
    Accrued expenses and other
      liabilities                          283       122
    Security deposits                       14        23
                                       -------   -------       
Net cash provided by operating
      activties                          3,881     8,372
                                       -------   -------
Cash flows from investing activities:
------------------------------------
Purchases of real estate assets              -   (19,064)
Improvements to properties              (1,648)   (2,657)
                                       -------   ------- 
Net cash used in investing activities   (1,648)  (21,721)
                                       -------   -------
Cash flows from financing activities:
------------------------------------
Proceeds from notes payable            142,000         -
Principal payments on bridge
   notes payable                      (140,000)        -
Principal payments on
   notes payable                             -    (7,883)
Deferred financing costs                (3,606)        -
Capital contributions, net
   (Predecessor)                             -    21,590

                                      ---------  -------
Net cash provided by (used in)
    financing                           (1,606)   13,707
                                      ---------  -------
Net increase in cash and cash
    equivalents                            627       358
Cash and cash equivalents,            ---------  -------
    beginning of period                  1,570       134
Cash and cash equivalents,            ---------  -------
    end of period                    $   2,197  $    492
                                      =========  =======


Supplemental disclosure of cash flow information:
   Interest paid                     $   4,710   $   718
                                         =====      ====

[FN]
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,  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  six-month  period ended June 30, 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.

2.   Financing Transactions

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.

3.   Recent Accounting Pronouncements

In   June   1998,  SFAS  No.  133,  "Accounting  for   Derivative
Instruments and Hedging Activity," was issued effective for years
beginning after June 15, 1999.  This new accounting statement  is
not   expected  to  have  a  material  impact  on  the  Company's
consolidated financial statements.  The Company will  adopt  this
accounting standard in 2000.


<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  six
months  ended  June 30, 1998 and the combined financial  condition
and results of operations of the Partnership for the three and six
months  ended  June 30, 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.

The  total  number of apartment units owned at June 30,  1998  was
5,947  in  26  apartment  communities, compared  to  4,804  in  20
communities at June 30, 1997. Average monthly rental per apartment
unit  increased  to $561 at June 30, 1998 from $536  at  June  30,
1997.  Overall occupancy was 94.9% at June 30, 1998 and  95.2%  at
June 30, 1997.



RESULTS OF OPERATIONS


COMPARISON OF THE PARTNERSHIP'S THREE MONTHS  ENDED JUNE 30,  1998
TO THE PREDECESSOR'S THREE MONTHS ENDED JUNE 30, 1997

Total  revenues for the three months ended June 30, 1998 increased
by  approximately  $2,017,000 due primarily to  (i)  approximately
$1,185,000   from  the  communities  acquired  in   1997and   (ii)
approximately $832,000 from the communities owned throughout  both
periods.

Property  operating expenses for the three months ended  June  30,
1998  increased  by approximately $767,000 due  primarily  to  (i)
approximately $478,000 from the communities acquired in  1997  and
(ii)  approximately $289,000 from the communities owned throughout
both periods.

Depreciation  and  amortization  expense  increased  approximately
$721,000 for the three months ended June 30, 1998 compared to  the
same  period a year earlier primarily due to depreciation  expense
for  (i)  approximately $260,000 from the communities acquired  in
1997  (ii)  approximately  $226,000  from  the  communities  owned
throughout  both  periods,mainly as a result of the application
of the purchase method of accounting relating to the FDC
merger,  and (iii)  approximately  $235,000  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 $1,928,000  during  the
three  months ended June, 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% at June 30, 1998.


COMPARISON OF THE PARTNERSHIP'S SIX MONTHS ENDED JUNE 30, 1998  TO
THE PREDECESSOR'S SIX MONTHS ENDED JUNE 30, 1997

Total revenues for the six months ended June 30, 1998 increased by
approximately   $4,602,000  due  primarily  to  (i)  approximately
$3,634,000  from  the  communities  acquired  in  1997  and   (ii)
approximately $968,000 from the communities owned throughout  both
periods.

Property operating expenses for the six months ended June 30, 1998
increased  by  approximately  $1,750,000  due  primarily  to   (i)
approximately $1,321,000 from the communities acquired in and (ii)
approximately $429,000 from the communities owned throughout  both
periods.

Depreciation  and  amortization  expense  increased  approximately
$1,592,000 for the six months ended June 30, 1998 compared to  the
same  period a year earlier primarily due to depreciation  expense
for  (i)  approximately $742,000 from the communities acquired  in
1997,  (ii)  approximately  $339,000 from  the  communities  owned
throughout  both  periods, mainly as a result of the application
of the purchase method of accounting related to the FDC
merger, and (iii)  approximately  $511,000  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 $3,902,000 during the six
months ended June, 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%
at June 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

Net  cash  flow  provided  by operating  activities  decreased  by
approximately  $4,577,00 for the six months ended June  30,  1998.
The  decrease in net cash flow was primarily due to a decrease  in
net  income and increases in balances due from the limited partner
and  affiliates,  which were partially offset by  an  increase  in
depreciation and amortization.

Net   cash   flow  used  in  investing  activities  decreased   by
approximately $20,073,000 for the six months ended June  30,  1998
from  approximately $21,721,000 for the six months ended June  30,
1997.  This  decrease  is  mainly due  to  the  purchase  of   two
properties  by the Predecessor during the first quarter  of  1997,
Howell   Commons   and   Westside  Creek  I,   for   approximately
$19,064,000.  There were no property acquisitions during  the  six
months ended June 30, 1998.

Net cash flow provided by (used in) financing activities decreased
by  approximately $15,227,000 during the six months ended June 30,
1998.  The  principal uses of cash from financing activities  were
approximately  $140,000,000  for repayment  of  the  bridge  notes
payable  and  approximately  $3,520,000  for  additional  deferred
financing  costs  related to the issuance  of  $142,000,000  Bonds
payable. During the six months ended June 30, 1997 the Predecessor
contributed  $21,590,000 to acquire the two  properties  mentioned
above  and  paid  $7,883,000 to settle the  outstanding  mortgages
relating  to two properties.   There were no capital contributions
or  property  acquisitions during the six months  ended  June  30,
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.


YEAR 2000

The  Company  has  conducted a review of  its  computer  operating
systems  and has identified those areas that could be affected  by
the  "Year  2000" issue and has developed a plan to  resolve  this
issue.  The  Company believes that by modifying  certain  existing
hardware  and  software  and, in other cases,  converting  to  new
application systems, the Year 2000 problem can be resolved without
significant  operational difficulties. The Company  has  initiated
formal  communications  with all of its significant  suppliers  to
determine the extent to which the Company's interface systems  are
vulnerable to those third parties' failure to remediate their  own
Year   2000  issues.   Management  has  assessed  the  Year   2000
compliance  expense and believe that the related potential  effect
on  the  Company's business, financial condition  and  results  of
operations  should be immaterial.  The Company  is  expensing  all
costs  associated  with  the Year 2000  issue  as  the  costs  are
incurred.


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:   August 14, 1998      /s/ Simon R.C. Wadsworth
                             ------------------------------------
                                 Simon R.C. Wadsworth
                                 President and Director
                                 (Principal Executive Officer)


Date:   August 14, 1998     /s/ Mark S. Martini
                            -------------------------------------           
                                Mark S. Martini
                                Director
                               (Principal Financial and
                                Accounting Officer)