UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2002

                                       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 300
                            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                                                        August 14, 2002
                                                                 none
<PAGE>

                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements

          Balance   Sheets  of   Mid-America   Capital   Partners,   L.P.   (the
          "Partnership") as of June 30, 2002 (Unaudited) and December 31, 2001

          Statements  of  Operations  of the  Partnership  for the three and six
          months ended June 30, 2002 and 2001 (Unaudited)

          Statements of Cash Flows of the  Partnership  for the six months ended
          June 30, 2002 and 2001 (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>
PART I. Financial Information
ITEM 1.
<TABLE>
                                 Mid-America Capital Partners, L.P.
                                      (a limited partnership)

                                           Balance Sheets
                          June 30, 2002 (Unaudited) and December 31, 2001
                                       (Dollars in thousands)
<CAPTION>
                                                                        2002                2001
                                                                  -----------------    --------------
<S>                                                                   <C>                <C>
Assets:

Real estate assets:
      Land                                                              $  20,727          $  20,727
      Buildings and improvements                                          217,994            217,299
      Furniture, fixtures and equipment                                     6,653              6,457
      Construction in progress                                              1,140                647
-----------------------------------------------------------------------------------------------------
                                                                          246,514            245,130
      Less accumulated depreciation                                       (54,962)           (50,040)
-----------------------------------------------------------------------------------------------------
           Real estate assets, net                                        191,552            195,090


      Cash and cash equivalents                                             1,557              1,446
      Restricted cash                                                          37                 36
      Deferred financing costs, net                                           684              1,197
      Other assets                                                            727                560
-----------------------------------------------------------------------------------------------------
         Total assets                                                   $ 194,557          $ 198,329
=====================================================================================================

Liabilities and partners' capital:

Liabilities:
      Bonds payable                                                     $ 142,000          $ 142,000
      Accounts payable                                                        384                 94
      Accrued expenses and other liabilities                                3,259              2,494
      Due to affiliate                                                        468                545
      Security deposits                                                       857                813
-----------------------------------------------------------------------------------------------------
         Total liabilities                                                146,968            145,946

Partners' capital:
      General partner                                                       2,571              2,554
      Limited partner                                                      92,067             90,312
      Due from limited partner                                            (47,049)           (40,483)
-----------------------------------------------------------------------------------------------------
         Total partners' capital                                           47,589             52,383
-----------------------------------------------------------------------------------------------------
         Total liabilities and partners' capital                        $ 194,557          $ 198,329
=====================================================================================================

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

                                                    Statements of Operations
                                        Three and six months ended June 30, 2002 and 2001
                                                     (Dollars in thousands)
                                                           (Unaudited)
<CAPTION>
                                                                            Three months ended              Six months ended
                                                                                 June 30,                       June 30,
                                                                         ---------------------------   ---------------------------
                                                                            2002           2001           2002            2001
                                                                         ------------   ------------   ------------   ------------
<S>                                                                      <C>           <C>             <C>             <C>
Revenues:
      Rental                                                               $ 10,065      $ 10,320        $ 19,975        $ 20,504
      Other                                                                     119           146             238             531
----------------------------------------------------------------------------------------------------------------------------------
      Total revenues                                                         10,184        10,466          20,213          21,035
----------------------------------------------------------------------------------------------------------------------------------

Expenses:
      Personnel                                                               1,245         1,143           2,487           2,261
      Building repairs and maintenance                                          434           474             841             905
      Real estate taxes and insurance                                         1,162         1,088           2,292           2,164
      Utilities                                                                 294           321             585             680
      Landscaping                                                               311           312             615             619
      Other operating                                                           397           450             801             910
      Depreciation and amortization real estate assets                        2,440         2,363           4,906           4,755
      Depreciation and amortization non-real estate assets                        8             8              16              16
      General and administrative                                                435           425             848             859
      Interest                                                                2,268         2,268           4,537           4,537
      Amortization of deferred financing costs                                  257           243             513             500
----------------------------------------------------------------------------------------------------------------------------------
      Total expenses                                                          9,251         9,095          18,441          18,206
----------------------------------------------------------------------------------------------------------------------------------

Net income                                                                 $    933      $  1,371        $  1,772        $  2,829
==================================================================================================================================

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

                                                    Statements of Cash Flows
                                            Six months ended June 30, 2002 and 2001
                                                     (Dollars in thousands)
                                                          (Unaudited)
<CAPTION>
                                                                                                          2002          2001
                                                                                                      -------------  ------------
<S>                                                                                                      <C>           <C>
Cash flows from operating activities:
    Net income                                                                                             $ 1,772       $ 2,829
    Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization                                                                         5,435         5,271
       Changes in assets and liabilities:
           Restricted cash                                                                                      (1)           (1)
           Other assets                                                                                       (167)          360
           Accounts payable                                                                                    290           (34)
           Accrued expenses and other liabilities                                                              765           626
           Due to affiliate                                                                                    (77)         (573)
           Security deposits                                                                                    44            30
---------------------------------------------------------------------------------------------------------------------------------
       Net cash provided by operating activities                                                             8,061         8,508
---------------------------------------------------------------------------------------------------------------------------------
Cash used in investing activities - improvements to properties                                              (1,384)       (1,908)
---------------------------------------------------------------------------------------------------------------------------------
Cash used in financing activities - due from limited partner                                                (6,566)       (6,064)
---------------------------------------------------------------------------------------------------------------------------------
       Net increase in cash and cash equivalents                                                               111           536
---------------------------------------------------------------------------------------------------------------------------------
Cash, beginning of period                                                                                    1,446           859
---------------------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                                                        $ 1,557       $ 1,395
=================================================================================================================================

Supplemental disclosure of cash flow information:
   Interest paid                                                                                           $ 4,537       $ 4,537
---------------------------------------------------------------------------------------------------------------------------------

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

                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                             June 30, 2002 and 2001
                                   (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, 2001, 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 six months ended June 30, 2002 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  July  2001,  the  FASB  issued  Statement  No.  141,  Business  Combinations
(Statement  141), and Statement No. 142,  Goodwill and Other  Intangible  Assets
(Statement  142).  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 Statement No. 144,  Accounting for the Impairment or Disposal of
Long-Lived Assets (Statement 144).

The  Partnership  adopted the  provisions  of Statement  141 as of July 1, 2001,
except with regard to business combinations initiated prior to July 1, 2001. The
Partnership  adopted the provisions of 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.

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 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  Partnership's  adoption on January 1, 2002,  the  Partnership  had no
unamortized goodwill which is subject to the transition provisions of Statements
141 and 142.

In August  2001,  FASB  issued  Statement  No.  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 142.

The Partnership adopted Statement 144 effective January 1, 2002. The adoption of
Statement 144 for long-lived  assets held for use did not have a material impact
on the  Partnership's  financial  statements  because the impairment  assessment
under Statement 144 is largely unchanged from Statement 121.

In April 2002, the FASB issued Statement No. 145,  Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No.13, and Technical  Corrections
(Statement  145). The rescission of Statement No. 4, Reporting  Gains and Losses
from  Extinguishment of Debt and Statement No. 64,  Extinguishments of Debt made
to Satisfy Sinking-Fund Requirements eliminates an exception to general practice
relating to the  determination  of whether certain items should be classified as
extraordinary  and is effective in fiscal  years  beginning  after May 15, 2002,
with earlier  implementation  encouraged.  The  amendment  of Statement  No. 13,
Accounting  for Leases  affects the  accounting  by the lessee for certain lease
modifications that have economic effects similar to sale-leaseback  transactions
and Intangible  Assets for Motor Carriers removes a no longer relevant  standard
from the  authoritative  literature.  The rescission of Statement No. 44 and all
other provisions of Statement 145 are effective for financial  statements issued
on or after May 15, 2002.  The impact of adopting  Statement 145 is not expected
to be material.

In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities  (Statement  146).  Statement 146 requires all
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan.  Statement  146  is  to be  applied  prospectively  to  exit  or  disposal
activities after December 31, 2002. The impact of adopting  Statement 146 is not
expected to be material.

3.       Segment Information

At June 30, 2002, 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               Six months ended
                                                        June 30,                         June 30,
                                            -------------------------------  -------------------------------
                                                 2002            2001             2002             2001
                                            --------------  ---------------  ---------------  --------------
<S>                                            <C>              <C>              <C>             <C>
Rental revenues                                  $ 10,065         $ 10,320         $ 19,975        $ 20,504
Other property revenues                               119              146              238             531
                                            --------------  ---------------  ---------------  --------------
    Total revenues                                 10,184           10,466           20,213          21,035
                                            --------------  ---------------  ---------------  --------------

Property net operating income                       6,341            6,678           12,592          13,496
Depreciation and amortization                       2,448            2,371            4,922           4,771
General and administrative expenses                   435              425              848             859
Interest expense                                    2,268            2,268            4,537           4,537
Amortization of deferred financing costs              257              243              513             500
                                            --------------  ---------------  ---------------  --------------
  Net income                                     $    933         $  1,371         $  1,772        $  2,829
                                            ==============  ===============  ===============  ==============
</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 six months ended June 30, 2002
and 2001.  This  discussion  should be read in  conjunction  with the  financial
statements  included in this  report.  These  financial  statements  include all
adjustments,  which are, in the opinion of  management,  necessary  to reflect a
fair statement of the results for the interim  periods  presented,  and all such
adjustments are of a normal recurring nature.

The total number of apartment units owned at June 30, 2002 and 2001 was 5,948 in
26 apartment communities. Average monthly rental per apartment unit increased to
$618 at June 30, 2002 from $613 at June 30, 2001.  Overall  occupancy  was 95.1%
and 95.6% at June 30, 2002 and 2001, respectively.

RESULTS OF OPERATIONS (Dollars in 000's)

COMPARISON  OF THE  PARTNERSHIP'S  THREE MONTHS ENDED JUNE 30, 2002 TO THE THREE
MONTHS ENDED JUNE 30, 2001

Total  revenues for the three months ended June 30, 2002 decreased 2.7% from the
three  months  ended  June 30,  2001.  This  decrease  is due to the  decline in
occupancy from the first quarter of 2001.

Property  operating  expenses for the three months ended June 30, 2002 increased
by 1.5% as compared to the same period a year ago.  Increases in personnel,  and
real estate taxes and insurance were partially offset by decreases in utilities,
building repairs and maintenance and other operating expenses.

COMPARISON OF THE PARTNERSHIP'S SIX MONTHS ENDED JUNE 30, 2002 TO THE SIX MONTHS
ENDED JUNE 30, 2001

Total  revenues for the six months ended June 30, 2002  decreased  3.9% from the
six  months  ended  June 30,  2001.  This  decrease  was due to the  decline  in
occupancy from the first six months of 2001.

Property  operating expenses for the six months ended June 30, 2002 increased by
1.1% as compared to the same period a year ago. Increases in personnel, and real
estate taxes and  insurance  were  partially  offset by decreases in  utilities,
building repairs and maintenance and other operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating  activities  decreased to $8,061 for the six
months  ended June 30, 2002 from  $8,508 for the six months  ended June 30, 2001
mainly  related  to lower net  income,  and  changes  in  operating  assets  and
liabilities.

Net cash flow used in investing  activities decreased by $524 for the six months
ended  June 30,  2002 as  compared  to the same  period  a year  earlier  due to
decreased capital improvements to 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 2001 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)      The following exhibits are filed as part of this report.

                        None

           (b)  Reports on Form 8-K

                        None.

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                    MID-AMERICA CAPITAL PARTNERS, L.P.

Date:    August 14, 2002            /s/Simon R.C. Wadsworth
                                    Simon R.C. Wadsworth
                                    President and Director
                                    (Principal Financial and Accounting Officer)