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, 2001

                                       OR

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

                        For the transition period from to

                        Commission File Number: 333-42441

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

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

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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                                  [X] Yes [ ] No



                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                                                    Number of Shares Outstanding
      Class                                               October 31, 2001
                                                                 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, 2001 (Unaudited) and December
               31, 2000

               Statements  of Operations  of the  Partnership  for the three and
               nine months ended September 30, 2001 and 2000 (Unaudited)

               Statements of Cash Flows of the  Partnership  for the nine months
               ended September 30, 2001 and 2000 (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


                           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>
<TABLE>
<CAPTION>
                                    PART I. Financial Information
                                              ITEM 1.

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

                                           Balance Sheets
                        September 30, 2001 (Unaudited) and December 31, 2000
                                      (Dollars in thousands)
                                                                           2001                2000
-----------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>
Assets:

Real estate assets:
      Land                                                              $  21,016          $  21,305
      Buildings and improvements                                          213,511            212,941
      Furniture, fixtures and equipment                                     5,968              5,801
      Construction in progress                                              4,077              1,431
-----------------------------------------------------------------------------------------------------
                                                                          244,572            241,478
      Less accumulated depreciation                                       (47,667)           (40,512)
-----------------------------------------------------------------------------------------------------
           Real estate assets, net                                        196,905            200,966


      Cash and cash equivalents                                             1,388                859
      Restricted cash                                                          36                 35
      Deferred financing costs, net                                         1,454              2,202
      Other assets                                                            777                501
-----------------------------------------------------------------------------------------------------
         Total assets                                                   $ 200,560          $ 204,563
-----------------------------------------------------------------------------------------------------

Liabilities and partners' capital:

Liabilities:
      Bonds payable                                                     $ 142,000          $ 142,000
      Accounts payable                                                        149                118
      Accrued expenses and other liabilities                                3,395              2,652
      Due to affiliate                                                        727              1,382
      Security deposits                                                       822                803
-----------------------------------------------------------------------------------------------------
         Total liabilities                                                147,093            146,955

Partners' capital:
      General partner                                                       2,546              2,504
      Limited partner                                                      89,483             85,412
      Due from limited partner                                            (38,562)           (30,308)
-----------------------------------------------------------------------------------------------------
         Total partners' capital                                           53,467             57,608
-----------------------------------------------------------------------------------------------------
         Total liabilities and partners' capital                        $ 200,560          $ 204,563
-----------------------------------------------------------------------------------------------------

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

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

                                                    Statements of Operations
                                     Three and nine months ended September 30, 2001 and 2000
                                                     (Dollars in thousands)
                                                           (Unaudited)

                                                                          Three months ended              Nine months ended
                                                                            September 30,                   September 30,
                                                                     -----------------------------  ------------------------------
                                                                          2001           2000           2001            2000
                                                                     ---------------  ------------  --------------  --------------
<S>                                                                      <C>           <C>             <C>             <C>
Revenues:
      Rental                                                               $ 10,316      $ 10,270        $ 30,820        $ 30,457
      Other                                                                     146            95             677             322
----------------------------------------------------------------------------------------------------------------------------------
      Total revenues                                                         10,462        10,365          31,497          30,779
----------------------------------------------------------------------------------------------------------------------------------

Expenses:
      Personnel                                                               1,163         1,124           3,424           3,249
      Building repairs and maintenance                                          494           556           1,399           1,453
      Real estate taxes and insurance                                         1,142           992           3,306           3,011
      Utilities                                                                 325           389           1,005           1,102
      Landscaping                                                               310           296             929             872
      Other operating                                                           429           461           1,339           1,301
      Depreciation and amortization real estate assets                        2,360         2,308           7,115           7,041
      Depreciation and amortization non-real estate assets                        8             8              24              24
      General and administrative                                                431           431           1,290           1,343
      Interest                                                                2,268         2,272           6,805           6,809
      Amortization of deferred financing costs                                  248           264             748             793
----------------------------------------------------------------------------------------------------------------------------------
      Total expenses                                                          9,178         9,101          27,384          26,998
----------------------------------------------------------------------------------------------------------------------------------
Net income                                                                 $  1,284      $  1,264        $  4,113        $  3,781
----------------------------------------------------------------------------------------------------------------------------------

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

                                                    Statements of Cash Flows
                                         Nine months ended September 30, 2001 and 2000
                                                     (Dollars in thousands)
                                                          (Unaudited)

                                                                                                          2001          2000
                                                                                                      -------------  ------------
<S>                                                                                                      <C>           <C>
Cash flows from operating activities:
    Net income                                                                                             $ 4,113       $ 3,781
    Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization                                                                         7,887         7,858
       Changes in assets and liabilities:
           Restricted cash                                                                                      (1)           (1)
           Other assets                                                                                       (276)         (705)
           Accounts payable                                                                                     31          (188)
           Accrued expenses and other liabilities                                                              759           369
           Due to affiliate                                                                                   (655)         (122)
           Security deposits                                                                                    19            32
---------------------------------------------------------------------------------------------------------------------------------
       Net cash provided by operating activities                                                            11,877        11,024
---------------------------------------------------------------------------------------------------------------------------------
Cash used in investing activities - improvements to properties                                              (3,094)       (2,136)
---------------------------------------------------------------------------------------------------------------------------------
Cash used in financing activities - due from limited partner                                                (8,254)      (11,510)
---------------------------------------------------------------------------------------------------------------------------------
       Net increase (decrease) in cash and cash equivalents                                                    529        (2,622)
---------------------------------------------------------------------------------------------------------------------------------
Cash, beginning of period                                                                                      859         3,667
---------------------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                                                        $ 1,388       $ 1,045
---------------------------------------------------------------------------------------------------------------------------------

Supplemental disclosure of cash flow information:
   Interest paid                                                                                           $ 6,805       $ 6,809
---------------------------------------------------------------------------------------------------------------------------------

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

                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2001 and 2000
                                   (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, 2000, 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,  2001 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.       Recent Accounting Pronouncements

In June 2000,  FASB Statement 138,  "Accounting  for Derivative  Instruments and
Hedging  Activity-Deferral of Effective Date of FASB Statement 133", was issued.
This  Statement  is  effective  for all  fiscal  quarters  of all  fiscal  years
beginning after June 15, 2000. The Partnership has only limited involvement with
derivative  financial  instruments,  and does not use them for trading purposes.
This new  accounting  statement  did not have any  impact  on the  Partnership's
financial statements.

3.       Segment Information

At  September  30,  2001,  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,
                                            -------------------------------  -------------------------------
                                                 2001            2000             2001             2000
                                            --------------  ---------------  ---------------  --------------

<S>                                            <C>              <C>              <C>             <C>
Rental revenues                                  $ 10,316         $ 10,270         $ 30,820        $ 30,457
Other property revenues                               146               95              677             322
                                            -------------------------------  -------------------------------
    Total Revenues                                 10,462           10,365           31,497          30,779
                                            -------------------------------  -------------------------------

Property net operating income                       6,599            6,547           19,866          19,791
Interest expense                                    2,268            2,272            6,805           6,809
General and administrative expenses                   431              431            1,290           1,343
Amortization of deferred financing costs              248              264              748             793
Depreciation and amortization                       2,368            2,316            7,139           7,065

                                            -------------------------------  -------------------------------
  Net income                                     $  1,284         $  1,264         $  4,113        $  3,781
                                            ===============================  ===============================
</TABLE>

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

PART I.  Financial Information
                                     ITEM 2.

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

OVERVIEW

The  following  is a  discussion  of the  financial  condition  and  results  of
operations of the  Partnership for the three and nine months ended September 30,
2001 and 2000. 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, 2001 and 2000 was
5,948 in 26 apartment  communities.  Average  monthly  rental per apartment unit
increased to $617 at September 30, 2001 from $602 at September 30, 2000. Overall
occupancy was 95.2% and 96.3% at September 30, 2001 and 2000, respectively.

RESULTS OF OPERATIONS (Dollars in 000's)

COMPARISON  OF THE  PARTNERSHIP'S  THREE MONTHS ENDED  SEPTEMBER 30, 2001 TO THE
THREE MONTHS ENDED SEPTEMBER 30, 2000

Total revenues for the three months ended September 30, 2001 increased 0.9% from
the three months ended September 30, 2000. This increase is due to the increases
in the  average  rental  rate as  compared to the same period a year ago and was
partially offset by the decline in occupancy.

Property  operating  expenses  for the three  months  ended  September  30, 2001
increased  by 1.2% as compared to the same period a year ago.  Increases in real
estate  taxes and  insurance  represented  the  majority  of the  increase.  The
increase was partially  offset by decreases in utilities,  and building  repairs
and maintenance.

COMPARISON OF THE PARTNERSHIP'S NINE MONTHS ENDED SEPTEMBER 30, 2001 TO THE NINE
MONTHS ENDED SEPTEMBER 30, 2000

Total revenues for the nine months ended  September 30, 2001 increased 2.3% from
the nine months ended  September 30, 2000.  This increase is due to the increase
in the  average  rental  rate as  compared to the same period a year ago and was
partially offset by the decline in occupancy.

Property  operating  expenses  for the nine  months  ended  September  30,  2001
increased  by 3.8% as  compared  to the same  period a year  ago.  Increases  in
personnel,  and real estate taxes and insurance  represented the majority of the
increase.  The increase was  partially  offset by  decreases in  utilities,  and
building repairs and maintenance.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating activities increased to $11,877 for the nine
months ended September 30, 2001 from $11,024 for the nine months ended September
30, 2000 mainly related to changes in operating assets and liabilities.

Net cash flow used in investing activities increased by $958 for the nine months
ended September 30, 2001 as compared to the same period a year earlier primarily
due to increased 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).

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 July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement No. 142, Goodwill and Other Intangible Assets.  Statement 141 requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  after  June  30,  2001  as  well  as  all  purchase  method  business
combinations  completed  after  June 30,  2001.  Statement  141  also  specifies
criteria  intangible  assets acquired in a purchase method business  combination
must meet to be recognized  and reported  apart from  goodwill,  noting that any
purchase  price  allocable to an assembled  workforce  may not be accounted  for
separately.  Statement 142 will require that goodwill and intangible assets with
indefinite  useful  lives  no  longer  be  amortized,  but  instead  tested  for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that  intangible  assets with  estimable  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual  values,  and reviewed for impairment in accordance with FAS
Statement No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of.

The   Partnership   is  required  to  adopt  the  provisions  of  Statement  141
immediately, except with regard to business combinations initiated prior to July
1, 2001, which it expects to account for using the pooling-of-interests  method,
and  Statement  142  effective  January  1,  2002.  Furthermore,   goodwill  and
intangible  assets  determined to have an  indefinite  useful life acquired in a
purchase  business  combination  completed  after  June  30,  2001,  but  before
Statement 142 is adopted in full will not be amortized,  but will continue to be
evaluated for impairment in accordance  with the appropriate  pre-Statement  142
accounting  literature.  Goodwill  and  intangible  assets  acquired in business
combinations  completed  before July 1, 2001 will  continue to be amortized  and
tested for  impairment  in accordance  with the  appropriate  pre-Statement  142
accounting requirements prior to the adoption of Statement 142.

Statement 141 will require upon adoption of Statement 142, that the  Partnership
evaluate its existing  intangible  assets and goodwill  that were  acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill.  Upon adoption of Statement 142, the Partnership will be required
to  reassess  the useful  lives and  residual  values of all  intangible  assets
acquired,  and make any necessary  amortization period adjustments by the end of
the  first  interim  period  after  adoption.  In  addition,  to the  extent  an
intangible  asset is  identified  as  having  an  indefinite  useful  life,  the
Partnership  will be required to test the  intangible  asset for  impairment  in
accordance with the provisions of Statement 142 within the first interim period.
Any  impairment  loss will be measured as of the date of adoption and recognized
as the  cumulative  effect  of a change  in  accounting  principle  in the first
interim period.

As of the date of  adoption,  the  Partnership  expects  to have no  unamortized
goodwill  which will be subject to the  transition  provisions of Statements 141
and 142.

In August 2001, FASB issued Statement No. 144,  Accounting for the Impairment or
Disposal of  Long-Lived  Assets  (Statement  144),  which  supersedes  both FASB
Statement No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed Of  (Statement  121) and the  accounting  and
reporting   provisions  of  APB  Opinion  No.  30,   Reporting  the  Results  of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual  and  Infrequently  Occurring  Events  and  Transactions
(Opinion 30), for the disposal of a segment of a business (as previously defined
in that Opinion).  Statement 144 retains the fundamental provisions in Statement
121 for recognizing and measuring  impairment  losses on long-lived  assets held
for use and  long-lived  assets to be disposed of by sale,  while also resolving
significant  implementation  issues  associated with Statement 121. For example,
Statement 144 provides  guidance on how a long-lived  asset that is used as part
of a group should be evaluated for impairment,  establishes  criteria for when a
long-lived  asset  is  held  for  sale,  and  prescribes  the  accounting  for a
long-lived  asset that will be  disposed  of other than by sale.  Statement  144
retains  the basic  provisions  of  Opinion  30 on how to  present  discontinued
operations in the income  statement but broadens that  presentation to include a
component of an entity (rather than a segment of a business).  Unlike  Statement
121,  an  impairment  assessment  under  Statement  144  will  not  result  in a
write-down  of goodwill.  Rather,  goodwill is evaluated  for  impairment  under
Statement No. 142, Goodwill and Other Intangible Assets.

The  Partnership  is  required  to adopt  Statement  144 no later  than the year
beginning  after  December 15, 2001,  and plans to adopt its  provisions for the
quarter  ending  March 31,  2002.  Management  does not expect the  adoption  of
Statement 144 for  long-lived  assets held for use to have a material  impact on
the Partnership's  financial statements because the impairment  assessment under
Statement 144 is largely  unchanged  from  Statement  121. The provisions of the
Statement for assets held for sale or other  disposal  generally are required to
be applied  prospectively  after the adoption date to newly  initiated  disposal
activities.  Therefore,  management  cannot determine the potential effects that
adoption of Statement 144 will have on the Partnership's financial statements.

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 2000 Annual Report on Form 10-K.

<PAGE>
PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            None.

Item 2.     Changes in Securities

            None.

Item 3.     Defaults Upon Senior Securities

            None.

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

            None.

Item 5.     Other Information

            None.

Item 6.     Exhibits or Reports on Form 8-K

            (a)  Exhibits

                 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:    11/14/2001                 /s/Simon R.C. Wadsworth
                                     Simon R.C. Wadsworth
                                     President and Director
                                    (Principal Financial and Accounting Officer)