SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                                  
                         Amendment No. 1 to 
                              FORM 10-K

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

             For the fiscal year ended December 31, 1997
                           
                 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
                           
     Securities registered pursuant to Section 12 (b) of the Act:

                      
                      Title of Each Class
                      -------------------
              6.376% First Mortgage Bonds, Due 2003
                      
    Securities registered pursuant to Section 12 (g) of the Act:
                                None
                                  

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. [   ] Yes  [ x ]  No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in PART III of
this Form 10-K or any amendment to this Form 10-K. [   ] Yes [ x ] No

<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: May 15, 1998           /s/ Simon R.C. Wadsworth
     -----------------       ---------------------------------------  
                                 Simon R.C. Wadsworth
                                 President and Director
                                 (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities
and on the dates indicated.



Date: May 15, 1998          /s/ Simon R.C. Wadsworth
      ----------------      ----------------------------------------
                                   Simon R. C. Wadsworth
                                   President and Director
                                   (Principal Executive Officer)


Date: May 15, 1998          /s/ Mark S. Martini 
      ----------------      ----------------------------------------
                                   Mark S. Martini
                                   Director
                                   (Principal Financial and
                                    Accounting Officer)