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, 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                                                  April 30, 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 March 31, 2001 (Unaudited) and December 31, 2000

          Statements of Operations of the Partnership for the three months ended
          March 31, 2001 and 2000 (Unaudited)

          Statements of Cash Flows of the Partnership for the three months ended
          March 31, 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>
                          PART I. Financial Information
                                     ITEM 1.

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

                                 Balance Sheets
                March 31, 2001 (Unaudited) and December 31, 2000
                             (Dollars in thousands)
<CAPTION>
                                                     2001              2000
--------------------------------------------------------------------------------
<S>                                               <C>               <C>
Assets:
Real estate assets:
      Land                                          $  21,016         $  21,305
      Buildings and improvements                      213,071           212,941
      Furniture, fixtures and equipment                 5,840             5,801
      Construction in progress                          2,219             1,431
--------------------------------------------------------------------------------
                                                      242,146           241,478
      Less accumulated depreciation                   (42,943)          (40,512)
--------------------------------------------------------------------------------
           Real estate assets, net                    199,203           200,966

      Cash and cash equivalents                           707               859
      Restricted cash                                      35                35
      Deferred financing costs, net                     1,944             2,202
      Other assets                                        417               501
--------------------------------------------------------------------------------
         Total assets                               $ 202,306         $ 204,563
================================================================================
Liabilities and partners' capital:
Liabilities:
      Bonds payable                                 $ 142,000         $ 142,000
      Accounts payable                                    100               118
      Accrued expenses and other liabilities            2,415             2,652
      Due to affiliate                                    869             1,382
      Security deposits                                   813               803
--------------------------------------------------------------------------------
         Total liabilities                            146,197           146,955
Partners' capital:
      General partner                                   2,519             2,504
      Limited partner                                  86,855            85,412
      Due from limited partner                        (33,265)          (30,308)
--------------------------------------------------------------------------------
         Total partners' capital                       56,109            57,608
--------------------------------------------------------------------------------
         Total liabilities and partners' capital    $ 202,306         $ 204,563
================================================================================

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

                            Statements of Operations
                   Three months ended March 31, 2001 and 2000
                             (Dollars in thousands)
                                   (Unaudited)

<CAPTION>
                                                          Three months ended
                                                                March 31,
                                                        ------------------------
                                                            2001         2000
                                                        ------------  ----------
<S>                                                       <C>             <C>
Revenues:
      Rental                                                $ 10,184    $ 10,013
      Other                                                      149         123
--------------------------------------------------------------------------------
      Total revenues                                          10,333      10,136
--------------------------------------------------------------------------------

Expenses:
      Personnel                                                1,118       1,063
      Building repairs and maintenance                           431         435
      Real estate taxes and insurance                          1,077       1,009
      Utilities                                                  359         348
      Landscaping                                                306         283
      Other operating                                            460         415
      Depreciation and amortization real estate assets         2,392       2,336
      Depreciation and amortization non-real estate assets         8           8
      General and administrative                                 435         406
      Interest                                                 2,268       2,268
      Amortization of deferred financing costs                   257         264
--------------------------------------------------------------------------------
      Total expenses                                           9,111       8,835

Gain on disposition, net                                         236           -
--------------------------------------------------------------------------------
Net income                                                  $  1,458    $  1,301
================================================================================

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

                                               Statements of Cash Flows
                                      Three months ended March 31, 2001 and 2000
                                                (Dollars in thousands)
                                                     (Unaudited)
<CAPTION>
                                                                                                2001          2000
                                                                                            ------------- -------------
<S>                                                                                            <C>           <C>
Cash flows from operating activities:
    Net income                                                                                   $ 1,458       $ 1,301
    Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization                                                               2,657         2,608
       Changes in assets and liabilities:
           Restricted cash                                                                             -             -
           Other assets                                                                               84           (71)
           Accounts payable                                                                          (18)         (315)
           Accrued expenses and other liabilities                                                   (204)         (562)
           Due to affiliate                                                                         (513)          (26)
           Security deposits                                                                          10            22
-----------------------------------------------------------------------------------------------------------------------
       Net cash provided by operating activities                                                   3,474         2,957
Cash flows from investing activities:
    Proceeds from disposition of real estate                                                         600             -
    Improvements to properties                                                                    (1,269)         (511)
-----------------------------------------------------------------------------------------------------------------------
       Net cash used in investing activities                                                        (669)         (511)
-----------------------------------------------------------------------------------------------------------------------
Cash used in financing activities - due from limited partner                                      (2,957)       (4,152)
-----------------------------------------------------------------------------------------------------------------------
       Net decrease in cash and cash equivalents                                                    (152)       (1,706)
-----------------------------------------------------------------------------------------------------------------------
Cash, beginning of period                                                                            859         3,667
-----------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                                              $   707       $ 1,961
=======================================================================================================================

Supplemental disclosure of cash flow information:
   Interest paid                                                                                 $ 2,268       $ 2,268
-----------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.
</TABLE>
<PAGE>
                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 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  months  ended  March  31,  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  shall be 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.       Real Estate Transactions

Property Dispositions

In March 2001,  the Company sold a tract of surplus land  adjacent to one of its
operating  communities for approximately  $600,000.  The Company recorded a gain
for financial reporting purposes of approximately $234,000,  which comprises the
majority  of the  caption  "gain  on  dispositions,  net"  in  the  accompanying
financial statements.

4.       Segment Information

At March 31, 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.

<PAGE>

The  revenues  and profits for the  aggregated  communities  are  summarized  as
follows (Dollars in thousands):
<TABLE>
<CAPTION>
                                                   Three months ended
                                                        March 31,
                                            -------------------------------
                                                 2001            2000
                                            --------------  ---------------
<S>                                            <C>              <C>
Rental revenues                                  $ 10,184         $ 10,013
Other property revenues                               149              123
                                            -------------------------------
    Total Revenues                                 10,333           10,136
                                            -------------------------------

Property net operating income                       6,582            6,583
Interest expense                                    2,268            2,268
General and administrative expenses                   435              406
Amortization of deferred financing costs              257              264
Depreciation and amortization                       2,400            2,344
Gain on disposition of assets                         236                -

                                            -------------------------------
  Net income                                     $  1,458         $  1,301
                                            ===============================
</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

OVERVIEW

The  following  is a  discussion  of the  financial  condition  and  results  of
operations  of the  Partnership  for the three  months  ended March 31, 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 March 31, 2001 and 2000 was 5,948
in 26 apartment communities. Average monthly rental per apartment unit increased
to $610 at March 31, 2001 from $590 at March 31,  2000.  Overall  occupancy  was
95.7% and 95.8% at March 31, 2001 and 2000, respectively.

RESULTS OF OPERATIONS (Dollars in 000's)

COMPARISON OF THE  PARTNERSHIP'S  THREE MONTHS ENDED MARCH 31, 2001 TO THE THREE
MONTHS ENDED MARCH 31, 2000

Total revenues for the three months ended March 31, 2001 increased 1.9% from the
three months ended March 31, 2000.  This increase is due to the increases in the
average rental rate as compared to the same period a year ago.

Property  operating expenses for the three months ended March 31, 2001 increased
by 5.6% as compared to the same period a year ago. Increases in personnel,  real
estate taxes and insurance,  and other operating costs  represented the majority
of the increase.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating activities increased to $3,473 for the three
months  ended March 31, 2001 from  $2,957 for the three  months  ended March 31,
2000 mainly related to changes in operating assets and liabilities.

Net cash  flow  used in  investing  activities  increased  by $157 for the three
months  ended  March 31,  2001 as  compared  to the same  period a year  earlier
entirely 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.

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:    5/15/2001                  /s/Simon R.C. Wadsworth
                                    Simon R.C. Wadsworth
                                    President and Director
                                    (Principal Executive Officer)



Date:    5/15/2001                  /s/Mark S. Martini
                                    Mark S. Martini
                                    Director
                                    (Principal Financial and Accounting Officer)