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, 2000

                                       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:

    Class                                           Number of Shares Outstanding
                                                         October 31, 2000
                                                                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, 2000 (Unaudited) and December
               31, 1999

               Statements  of Operations  of the  Partnership  for the three and
               nine months ended September 30, 2000 and 1999 (Unaudited)

               Statements of Cash Flows of the  Partnership  for the nine months
               ended September 30, 2000 and 1999 (Unaudited)

               Notes to Financial Statements


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>

PART I. Financial Information
ITEM 1.
<TABLE>
                     Mid-America Capital Partners, L.P.
                           (a limited partnership)

                               Balance Sheets
            September 30, 2000 (Unaudited) and December 31, 1999
                           (Dollars in thousands)

<CAPTION>
                                                       2000           1999
                                                    ----------     ----------
<S>                                                  <C>            <C>
Assets:

Real estate assets:
     Land                                             $ 21,305       $ 21,305
     Buildings and improvements                        211,126        210,761
     Furniture, fixtures and equipment                   5,530          5,439
     Construction in progress                            2,494            814
------------------------------------------------------------------------------
                                                       240,455        238,319
     Less accumulated depreciation                     (38,228)       (31,162)
------------------------------------------------------------------------------
         Real estate assets, net                       202,227        207,157

     Cash and cash equivalents                           1,045          3,667
     Restricted cash                                        35             34
     Deferred financing costs, net                       2,466          3,258
     Other assets                                          784             79
------------------------------------------------------------------------------
       Total assets                                   $206,557       $214,195
==============================================================================
Liabilities and Partners' Capital:

Liabilities:
     Bonds payable                                    $142,000       $142,000
     Accounts payable                                      216            404
     Accrued expenses and other liabilities              3,264          2,895
     Due to affiliate                                    1,377          1,499
     Security deposits                                     826            794
------------------------------------------------------------------------------
       Total liabilities                               147,683        147,592

Partners' Capital:
     General Partner                                     2,490          2,453
     Limited Partner                                    84,146         80,402
     Due from limited partner                          (27,762)       (16,252)
------------------------------------------------------------------------------
       Total partners' capital                          58,874         66,603
------------------------------------------------------------------------------
       Total liabilities and partners' capital        $206,557       $214,195
==============================================================================


See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>

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

                                      Statements of Operations
                      Three and nine months ended September 30, 2000 and 1999
                                       (Dollars in thousands)
                                            (Unaudited)

<CAPTION>
                                                          Three months ended     Nine months ended
                                                             September 30,         September 30,
                                                        ----------------------  ---------------------
                                                           2000       1999        2000       1999
                                                        ----------- ----------  ---------- ----------
<S>                                                       <C>        <C>         <C>        <C>
Revenues:
     Rental                                                $10,270    $ 9,969     $30,457    $29,306
     Other                                                      95         94         322        286
-----------------------------------------------------------------------------------------------------
     Total revenues                                         10,365     10,063      30,779     29,592
-----------------------------------------------------------------------------------------------------

Expenses:
     Personnel                                               1,124      1,084       3,249      3,185
     Building repairs and maintenance                          556        584       1,453      1,503
     Real estate taxes and insurance                           992      1,038       3,011      2,957
     Utilities                                                 389        428       1,102      1,164
     Landscaping                                               296        271         872        789
     Other operating                                           461        389       1,301      1,227
     Depreciation and amortization real estate assets        2,308      2,224       7,041      6,587
     Depreciation and amortization non-real estate assets        8          8          24         23
     General and administrative                                431        408       1,343      1,188
     Interest                                                2,272      2,278       6,809      6,815
     Amortization of deferred financing costs                  264        247         793        742
-----------------------------------------------------------------------------------------------------
     Total expenses                                          9,101      8,959      26,998     26,180

-----------------------------------------------------------------------------------------------------
Net income                                                 $ 1,264    $ 1,104     $ 3,781    $ 3,412
=====================================================================================================

See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>

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

                                        Statements of Cash Flows
                             Nine months ended September 30, 2000 and 1999
                                         (Dollars in thousands)
                                              (Unaudited)
<CAPTION>
                                                                                      2000       1999
                                                                                    ---------- ----------
<S>                                                                                  <C>        <C>
Cash flows from operating activities:
    Net income                                                                        $ 3,781    $ 3,412
    Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation and amortization                                                     7,858      7,352
      Changes in assets and liabilities:
          Restricted cash                                                                  (1)       373
          Other assets                                                                   (705)       (68)
          Accounts payable                                                               (188)       165
          Accrued expenses and other liabilities                                          369      1,621
          Due to affiliate                                                               (122)       851
          Security deposits                                                                32         78
---------------------------------------------------------------------------------------------------------
      Net cash provided by operating activities                                        11,024     13,784
---------------------------------------------------------------------------------------------------------
Cash used in investing activities - improvements to properties                         (2,136)    (3,996)
---------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
      Repayment of bank overdraft                                                           -       (667)
      Due from limited partner                                                        (11,510)    (7,179)
---------------------------------------------------------------------------------------------------------
      Net cash used in financing activities                                           (11,510)    (7,846)
---------------------------------------------------------------------------------------------------------
      Net increase (decrease) in cash and cash equivalents                             (2,622)     1,942
---------------------------------------------------------------------------------------------------------
Cash, beginning of period                                                               3,667          -
---------------------------------------------------------------------------------------------------------
Cash, end of period                                                                   $ 1,045    $ 1,942
=========================================================================================================

Supplemental disclosure of cash flow information:
   Interest paid                                                                      $ 6,809    $ 6,815
=========================================================================================================

See accompanying notes to financial statements.

</TABLE>
<PAGE>

                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2000 and 1999
                                   (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, 1999, 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,  2000 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 Company has only limited  involvement  with
derivative  financial  instruments,  and does not use them for trading purposes.
This new accounting  statement is not expected to have a material  impact on the
Company's financial statements.

3.    Segment Information

At  September  30,  2000,  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     Nine months ended
                                                September 30,         September 30,
                                           ---------------------  ---------------------
                                              2000       1999       2000        1999
                                           ---------- ----------  ---------  ----------
<S>                                         <C>        <C>        <C>         <C>
Rental revenues                              $10,270    $ 9,969    $30,457     $29,306
Other property revenues                           95         94        322         286
                                           --------------------------------------------
    Total Revenues                            10,365     10,063     30,779      29,592
                                           --------------------------------------------

Property net operating income                  6,547      6,269     19,791      18,767
Interest expense                               2,272      2,278      6,809       6,815
General and administrative expenses              431        408      1,343       1,188
Amortization of deferred financing costs         264        247        793         742
Depreciation and amortization                  2,316      2,232      7,065       6,610

                                           --------------------------------------------
  Net income                                 $ 1,264    $ 1,104    $ 3,781     $ 3,412
                                           ============================================

</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,
2000 and 1999. 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, 2000 and 1999 was
5,948 in 26 apartment  communities.  Average  monthly  rental per apartment unit
increased to $602 at September 30, 2000 from $578 at September 30, 1999. Overall
occupancy was 96.3% and 95.1% at September 30, 2000 and 1999, respectively.

RESULTS OF OPERATIONS (Dollars in 000's)

COMPARISON  OF THE  PARTNERSHIP'S  THREE MONTHS ENDED  SEPTEMBER 30, 2000 TO THE
THREE MONTHS ENDED SEPTEMBER 30, 1999

Total revenues for the three months ended September 30, 2000 increased 3.0% from
the three months ended September 30, 1999. This increase is due to the increases
in the average  rental rate and occupancy  rate as compared to the same period a
year ago.

Property  operating  expenses  for the three  months  ended  September  30, 2000
increased  by .6% as  compared  to the same  period a year  ago.  Reductions  in
building repairs and maintenance, real estate taxes and insurance, and utilities
were more than offset by increases in personnel, landscaping and other operating
costs.

Depreciation  and  amortization  expense  also  increased  from $2,232 to $2,316
primarily due to additional  depreciation related to normal capital additions to
maintain the properties within the increasingly competitive markets.

COMPARISON OF THE PARTNERSHIP'S NINE MONTHS ENDED SEPTEMBER 30, 2000 TO THE NINE
MONTHS ENDED SEPTEMBER 30, 1999

Total  revenues for the nine months ended  September 30, 2000  increased by 4.0%
due primarily to the increases in the average  rental rate and occupancy rate as
compared to the same nine month period a year ago.

Property  operating  expenses  for the nine  months  ended  September  30,  2000
increased 1.5% as compared to the same period a year ago. Reductions in building
repairs and  maintenance,  and  utilities  were more than offset by increases in
real estate taxes and insurance,  personnel,  landscaping,  and other  operating
costs.

Depreciation  and  amortization  expense  also  increased  from $6,610 to $7,065
primarily due to additional  depreciation related to normal capital additions to
maintain the properties within the increasingly competitive markets.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating activities decreased to $11,024 for the nine
months ended September 30, 2000 from $13,784 for the nine months ended September
30, 1999 mainly related to changes in operating assets and liabilities.

Net cash flow used in  investing  activities  decreased  by $1,860  for the nine
months  ended  September  30, 2000 as compared to the same period a year earlier
entirely due to reduced capital  improvements  to the  properties.  During 1999,
significant  improvements  were  made on the  Mortgaged  Properties  in order to
increase the quality and curb appeal of the properties.

Net cash  used in  financing  activities  increased  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 1999 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

                    (27) Financial Data Schedule for the period ended 9/30/00.

        (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:    11/14/2000                 /s/Simon R.C. Wadsworth
                                    Simon R.C. Wadsworth
                                    President and Director
                                    (Principal Executive Officer)



Date:   11/14/2000                  /s/Mark S. Martini
                                    Mark S. Martini
                                    Director
                                    (Principal Financial and Accounting Officer)