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, 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:

                                                    Number of Shares Outstanding
     Class                                                 April 30, 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 March 31, 2000 (Unaudited)
                    and December 31, 1999

                    Statement of Operations of the Partnership for the three
                    months ended March 31, 2000 and 1999 (Unaudited)

                    Statement of Cash Flows of the Partnership for the three
                    months ended March 31, 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.

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

                                 Balance Sheets
                March 31, 2000 (Unaudited) and December 31, 1999
                             (Dollars in thousands)
                                                           2000         1999
                                                           ----         ----

Assets:

Real estate assets:
       Land                                            $ 21,305     $ 21,305
       Buildings and improvements                       210,879      210,761
       Furniture, fixtures and equipment                  5,459        5,439
       Construction in progress                           1,187          814
-----------------------------------------------------------------------------
                                                        238,830      238,319
       Less accumulated depreciation                    (33,506)     (31,162)
-----------------------------------------------------------------------------
            Real estate assets, net                     205,324      207,157

       Cash                                               1,961        3,667
       Restricted cash                                       34           34
       Deferred financing costs, net                      2,994        3,258
       Other assets                                         150           79
-----------------------------------------------------------------------------
          Total assets                                $ 210,463    $ 214,195
=============================================================================


Liabilities and Partners' Capital

Liabilities:
       Bonds payable                                  $ 142,000    $ 142,000
       Accounts payable                                      89          404
       Accrued expenses and other liabilities             2,333        2,895
       Due to affiliate                                   1,473        1,499
       Security deposits                                    816          794
-----------------------------------------------------------------------------
          Total liabilities                             146,711      147,592

Partners' Capital:
       General Partner                                    2,466        2,453
       Limited Partner                                   81,690       80,402
       Due from limited partner                         (20,404)     (16,252)
-----------------------------------------------------------------------------
          Total partners' capital                        63,752       66,603
-----------------------------------------------------------------------------
          Total liabilities and partners' capital     $ 210,463    $ 214,195
=============================================================================


See accompanying notes to financial statements.
<PAGE>

                       Mid-America Capital Partners, L.P.
                             (a limited partnership)
                            Statements of Operations
                   Three months ended March 31, 2000 and 1999

                             (Dollars in thousands)
                                   (Unaudited)

                                                             Three months ended
                                                                   March 31,
                                                             -------------------
                                                                 2000       1999
                                                                 ----       ----
Revenues:
       Rental                                                 $ 10,013   $ 9,567
       Other                                                       123        88
--------------------------------------------------------------------------------
       Total revenues                                           10,136     9,655
--------------------------------------------------------------------------------

Expenses:
       Personnel                                                 1,063     1,045
       Building repairs and maintenance                            435       423
       Real estate taxes and insurance                           1,009       965
       Utilities                                                   348       384
       Landscaping                                                 283       257
       Other operating                                             415       428
       Depreciation and amortization real estate assets          2,336     2,157
       Depreciation and amortization non-real estate assets          8         7
       General and administrative                                  406       386
       Interest                                                  2,268     2,268
       Amortization of deferred financing costs                    264       247
--------------------------------------------------------------------------------
       Total expenses                                            8,835     8,567
--------------------------------------------------------------------------------
Net income                                                     $ 1,301   $ 1,088
================================================================================

See accompanying notes to financial statements.

<PAGE>

                       Mid-America Capital Partners, L.P.
                             (a limited partnership)
                            Statements of Cash Flows
                   Three months ended March 31, 2000 and 1999
                             (Dollars in thousands)


                                                                 2000      1999
                                                                 ----      ----
Cash flows from operating activities:
   Net income                                                  $1,301    $1,088
   Adjustments to reconcile net income to net cash provided
    by operating activities:
        Depreciation and amortization                           2,608     2,411
        Changes in assets and liabilities:
            Restricted cash                                         -       374
            Due to/from affiliate                                 (26)     (474)
            Other assets                                          (71)       77
            Accounts payable                                     (315)      (78)
            Accrued expenses and other liabilities               (562)      542
            Security deposits                                      22        25
-------------------------------------------------------------------------------
        Net cash provided by operating activities               2,957     3,965
-------------------------------------------------------------------------------

Cash flows from investing activities:
        Improvements to properties                               (511)   (1,118)
-------------------------------------------------------------------------------
        Net cash used in investing activities                    (511)   (1,118)
-------------------------------------------------------------------------------

Cash flows from financing activities:
        Repayment of bank overdraft                                 -      (667)
        Due from limited partner                               (4,152)      300
-------------------------------------------------------------------------------
        Net cash used in financing activities                  (4,152)     (367)
-------------------------------------------------------------------------------
        Net increase (decrease) in cash and cash equivalents   (1,706)    2,480
-------------------------------------------------------------------------------
Cash, beginning of period                                       3,667         -
-------------------------------------------------------------------------------
Cash, end of period                                           $ 1,961   $ 2,480
===============================================================================

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

See accompanying notes to financial statements.

<PAGE>


                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                       March 31, 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  months  ended  March  31,  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 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.       Segment Information

At March 31, 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:


                                                     Three months ended
                                                          March 31,
                                            ----------------------------------
                                                  2000              1999
                                            ----------------  ----------------

Rental revenues                                     $10,013            $9,567
Other property revenues                                 123                88
                                            ----------------  ----------------
    Total Revenues                                   10,136             9,655
                                            ----------------  ----------------

Property net operating income                         6,583             6,153
Interest expense                                      2,268             2,268
General and administrative expenses                     406               386
Amortization of deferred financing costs                264               247
Depreciation and amortization                         2,344             2,164

                                            ----------------  ----------------
  Net income                                         $1,301            $1,088
                                            ================  ================


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 ended March 31, 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 March 31, 2000 and 1999 was 5,948
in 26 apartment communities. Average monthly rental per apartment unit increased
to $590 at March 31, 2000 from $574 at March 31,  1999.  Overall  occupancy  was
95.8% and 94.6% at March 31, 2000 and 1999, respectively.

RESULTS OF OPERATIONS (Dollars in 000's)

COMPARISON OF THE PARTNERSHIP'S THREE MONTHS ENDED MARCH 31, 2000 TO THE THREE
MONTHS ENDED MARCH 31, 1999

Total revenues for the three months ended March 31, 2000 increased 5.0% from the
three months ended March 31, 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 March 31, 2000 increased
by 1% as  compared to the same period a year ago.  Reductions  in  miscellaneous
operating  expenses  and  insurance  were more than offset by  increases in real
estate taxes, personnel and landscaping costs.

Depreciation  and  amortization  expense  also  increased  from $2,411 to $2,608
primarily due to additional  depreciation related to normal capital additions to
maintain the properties within the increasingly competitive markets.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating activities decreased to $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  decreased by approximately $607 for
the three  months  ended  March 31,  2000 as  compared to the same period a year
earlier,  as  investing  activities  returned to a more normal  level  following
increased capital expenditures to bring properties to the portfolio standards of
the parent company (MAAC) in the first quarter of 1999.

Net cash  used in  financing  activities  increased  during  the  period  due to
additional cash remittances 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.

<PAGE>
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.


       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 3/31/00.

           (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.



            4/15/00                                     /s/Simon R.C. Wadsworth
Date:  _______________________                       ___________________________
                                                            Simon R.C. Wadsworth
                                                          President and Director
                                                   (Principal Executive Officer)



            4/15/00                                     /s/Mark S. Martini
Date:  _______________________                       ___________________________
                                                                 Mark S. Martini
                                                                        Director
                                    (Principal Financial and Accounting Officer)