SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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, 2000

                        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
          Commercial Mortgage Pass Through Certificates, Series 1998 -1
       Representing Beneficial Ownership in Mid-America Capital Partners,
                   L.P. 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. [ x ] Yes [ ] 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. [ x ]

<PAGE>

                          MID-AMERICA CAPITAL PARTNERS, L.P.


                                  TABLE OF CONTENTS

  Item
                                       PART I

  1.      Business
  2.      Properties
  3.      Legal Proceedings
  4.      Submission of Matters to Vote of Security Holders

                                       PART II

  5.      Market for Registrant's Common Equity and Related Stockholder
          Matters
  6.      Selected Financial Data
  7.      Management's Discussion and Analysis of Financial Condition and
          Results of Operations
  7.A.    Quantitative and Qualitative Disclosures About Market Risk
  8.      Financial Statements and Supplementary Data
  9.      Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

                                      PART III

  10.     Directors and Executive Officers of the Registrant
  11.     Executive Compensation
  12.     Security Ownership of Certain Beneficial Owners and Management
  13.     Certain Relationships and Related Transactions

                                       PART IV

  14.     Exhibits, Financial Statement Schedule and Reports on Form 8-K

<PAGE>
                                        PART I
ITEM 1.  BUSINESS

THE COMPANY

Mid-America  Capital  Partners,  L.P.  (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  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.

The Partnership was formed to succeed substantially all the interests in Capital
Properties Group (predecessor to the Partnership, "Predecessor").  Distributions
to the Partners relating to operations of the Mortgaged Properties will be based
upon net cash flow as defined in the Partnership  Agreement.  Profits and losses
are allocated to the Partners in proportion with their ownership.

Subsequent to the Partnership formation, MAALP contributed its interest in 20 of
the Mortgaged Properties, and the right to acquire the Reorganization Properties
(as defined below) to the  Partnership  in exchange for 99% limited  partnership
interest in the Partnership. MAACP contributed cash in exchange for a 1% general
partnership interest in the Partnership.

The  Mortgaged  Properties  consist of (i) 20  properties  contributed  by MAALP
comprising the Predecessor;  (ii) 5 properties  acquired on November 25, 1997 by
the  Partnership in connection  with the  consummation of the merger of Flournoy
Development  Company  (FDC)  with  and  into  MAAC  and the  other  transactions
(collectively,  the Reorganization Properties) as described in the Agreement and
Plan  of   Reorganization   dated  as  of  September   15,  1997  (the  Plan  of
Reorganization)  between FDC, MAAC and MAALP consisting of 4 properties acquired
from  Brown-Flournoy  Equity Income Fund Limited Partnership (the Brown-Flournoy
Properties)  and Willow Creek;  and (iii) one property  (Hermitage at Beechtree)
which was  acquired  November  25,  1997  through  the  merger of  Hermitage  at
Beechtree,  L.L.C. with and into the Partnership.  The Partnership  recorded the
five properties acquired in connection with the Plan of Reorganization using the
purchase method of accounting.

OPERATING PHILOSOPHY

INTENSIVE MANAGEMENT FOCUS. The Partnership strongly emphasizes on-site property
management.  Particular  attention is paid to  opportunities  to increase rents,
raise average  occupancy  rates, and control costs,  with property  managers and
regional  management being given the responsibility for monitoring market trends
and the discretion to react to such trends.

DECENTRALIZED  OPERATIONAL STRUCTURE. The Partnership's operational structure is
organized on a decentralized  basis.  Management believes that its decentralized
operating structure capitalizes on specific market knowledge, increases personal
accountability  relative to a  centralized  structure  and is  beneficial in the
acquisition, redevelopment and development process.

GROWTH STRATEGIES

Management's  goal is to maximize its return on investment in each  community by
increasing rental rates and reducing  operating  expenses while maintaining high
occupancy levels.  The Partnership seeks higher net rental revenues by enhancing
and maintaining  the  competitiveness  of the  communities and manages  expenses
through its system of detailed management  reporting and accountability in order
to achieve  increases  in  operating  cash flow.  The steps  taken to meet these
objectives include:

o    empowering the Partnership's  property managers to adjust rents in response
     to local market  conditions  and to concentrate  resident  turnover in peak
     rental demand months;

o    offering  new  services  to  residents,  including  telephone,  cable,  and
     internet access on which it generates fee and commission income;

o    implementing programs to control expenses through investment in cost-saving
     initiatives,  such as the  installation of individual  apartment unit water
     and utility meters in certain communities;

o    improving  the  "curb  appeal"  of  the   communities   through   extensive
     landscaping and exterior  improvements and  repositioning  communities from
     time to time to maintain market leadership positions;

COMPETITION

All of the Partnership's  Mortgaged Properties are located in areas that include
other  apartment  communities.  Occupancy  and rental  rates are affected by the
number  of  competitive   apartment   communities  in  a  particular  area.  The
Partnership's properties compete with numerous other multifamily properties, the
owners  of which  may have  greater  resources  than the  Partnership  and whose
management may have more experience than the Partnership's management. Moreover,
single-family rental housing, manufactured housing, condominiums and the new and
existing home markets  provide housing  alternatives  to potential  residents of
apartment communities.

<PAGE>
ITEM 2.  PROPERTIES

The following table sets forth certain  historical  information on an historical
basis for the 26 Mortgaged Properties owned at December 31, 2000:


The following table presents  information  concerning the properties at December
31, 2000:
<TABLE>
<CAPTION>
                                                                                                  Average
                                                                        Approximate  Average      Rent Per    Occupancy
                                                       Year              Rentable     Unit         Unit at      % at
                                             Year    Management Number     Area       Size      December 31, December 31,
Property (1)           Location           Completed  Commenced Of Units (Square Ft.)(Square Ft.)     2000         2000

<S>                  <C>                  <C>         <C>      <C>        <C>         <C>         <C>            <C>
Belmere                Tampa, FL            1984        1994       210      202,440       964       $680           95.7%
Crosswinds             Jackson, MS          1988/1989   1996       360      443,200     1,231       $626           93.1%
Fairways at Royal Oak  Cincinnati, OH       1988        1994       214      214,477     1,002       $652           91.6%
Hermitage at Beechtree Cary, NC             1988        1997       194      169,776       875       $705           96.9%
Hidden Lake II         Union City, GA       1987        1997       160      154,000       963       $683           95.3%
High Ridge             Athens, GA           1987        1997       160      186,608     1,166       $779           93.1%
Howell Commons         Greenville, SC       1986/1988   1997       348      292,840       841       $537           99.4%
Kirby Station          Memphis, TN          1978        1994       371      310,173       836       $607           94.9%
Lakepointe             Lexington, KY        1986        1994       118       90,614       768       $582           99.2%
Lakeside               Jacksonville, FL     1985        1996       416      344,192       827       $617           97.4%
Marsh Oaks             Atlantic Beach, FL   1986        1995       120       93,280       777       $585           98.3%
Napa Valley            Little Rock, AR      1984        1996       240      183,216       763       $558           94.6%
Park Haywood           Greenville, SC       1983        1993       208      156,776       754       $570           95.7%
Park Place             Spartanburg, SC      1987        1997       184      195,312     1,061       $630           97.8%
Pear Orchard           Jackson, MS          1985        1994       389      338,400       870       $589           85.9%
Savannah Creek         Memphis, TN          1989        1996       204      237,200     1,162       $644           97.5%
Shenandoah Ridge       Augusta, GA          1975/1984   1994       272      222,800       819       $500           90.1%
Somerset Place         Jackson, MS          1981        1995       144      126,848       881       $527           96.5%
Southland Station I    Warner Robins, GA    1987        1997       160      186,704     1,167       $662           99.4%
Steeplechase           Chattanooga, TN      1986        1991       108       98,602       913       $589           96.3%
Sutton Place           Memphis, TN          1991        1996       253      267,600     1,062       $628           93.7%
Tiffany Oaks           Altamonte Spring, FL 1985        1996       288      234,224       813       $625           97.6%
Village, The           Lexington, KY        1989        1994       252      182,716       725       $611           91.3%
Westside Creek I       Little Rock, AR      1984        1997       142      148,030     1,042       $644           91.5%
Williamsburg Village   Jackson, TN          1987        1994       148      121,412       820       $556           95.9%
Willow Creek           Columbus, GA         1968/1978   1997       285      246,668       866       $517           96.8%
-------------------------------------------------------------------------------------------------------------------------
  Total Properties                                               5,948                    916       $607           94.8%
=========================================================================================================================
</TABLE>

(1) All 26 of these  communities  are  encumbered  by the Bonds of $142  million
which mature on March 3, 2003 and have an interest rate of 6.376%.

ITEM 3.  LEGAL PROCEEDINGS

The Partnership is not presently subject to any material  litigation nor, to the
Partnership's  knowledge,  is any  material  litigation  threatened  against the
Partnership,  other than routine  litigation  arising in the ordinary  course of
business,  some of which is expected to be covered by  liability  insurance  and
none of which is expected  to have a material  adverse  effect on the  business,
financial condition, liquidity or results of operations of the Partnership.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           None.

                                    PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

           None.

<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA

The following  table sets forth selected  financial data on an historical  basis
for  the  Partnership.  This  data  should  be  read  in  conjunction  with  the
consolidated financial statements and notes thereto and "Management's Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations"  included
elsewhere in this Annual Report on Form 10-K.

<TABLE>
                   Mid - America Capital Partners, L.P.
                          (a limited partnership)
                          Selected Financial Data
               (Dollars in thousands except per share data)

<CAPTION>
                                                       Year Ended December 31,
                                          -----------------------------------------------------
                                                                           (Predecessor)
                                               2000       1999       1998       1997       1996
                                          ---------  ---------  ---------  ---------  ---------
<S>                                     <C>        <C>        <C>        <C>        <C>
Operating Data:
Total revenues                            $  41,109  $  39,683  $  38,742  $  30,949  $  20,251
Expenses:
  Property expenses                          14,752     14,517     14,207     10,985      7,207
  Depreciation and amortization               9,360      8,853      8,324      6,389      4,000
  General and administrative                  1,758      1,596      1,515      1,238        810
  Interest                                    9,078      9,083      9,162      1,671      2,169
  Amortization of deferred financing costs    1,056        990      1,026        152         58
                                          -----------------------------------------------------
  Total expenses                             36,004     35,039     34,234     20,435     14,244
Loss on disposition of assets                    44          -          -          -          -
                                          -----------------------------------------------------
Income before extraordinary item              5,061      4,644      4,508     10,514      6,007
Extraordinary item                                -          -        (86)       (16)         -
                                          -----------------------------------------------------
Net income                                $   5,061  $   4,644  $   4,422  $  10,498  $   6,007
                                          =====================================================

Balance Sheet Data:
Real estate owned, at cost                $ 241,478  $ 238,319  $ 233,164  $ 227,608  $ 158,285
Real estate owned, net                    $ 200,966  $ 207,157  $ 210,855  $ 213,623  $ 150,699
Total assets                              $ 204,563  $ 214,195  $ 224,324  $ 219,363  $ 151,257
Total debt                                $ 142,000  $ 142,000  $ 142,000  $ 140,000  $  16,461
Partners' capital                         $  57,608  $  66,603  $  78,211  $  73,789  $ 131,951
Other Data (at end of period):
Number of properties owned                       26         26         26         26         18
Number of apartment units owned               5,948      5,948      5,948      5,948      4,314
</TABLE>

ITEM 7. 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  and its Predecessor for the years ended December
31, 2000, 1999 and 1998. This discussion  should be read in conjunction with the
financial statements included in this report.

The  Partnership 26  communities  consisting of 5,948 total  apartment  units at
December 31, 2000, 1999 and 1998.

RESULTS OF OPERATIONS

COMPARISON OF THE  PARTNERSHIP'S  YEAR ENDED DECEMBER 31, 2000 TO THE YEAR ENDED
DECEMBER 31, 1999

Total  revenues  increased  $1,426,000  in 2000 mainly due to  increased  rental
revenues. Rental revenues increased 3.5% from 1999 due to a 3.6% increase in the
average rental rate.

Property  operating  expenses include costs for personnel,  building repairs and
maintenance, real estate taxes and insurance,  utilities,  landscaping and other
operating  costs.  Property  operating  expenses for 2000  increased by $235,000
mainly due to increases of $102,000 in personnel costs, $108,000 in landscaping,
and  $142,000 in other  operating  costs.  These  increases  were offset by cost
reductions of $69,000 in utilities,  $27,000 in real estate taxes and insurance,
and $21,000 in building repairs and maintenance.

COMPARISON OF THE  PARTNERSHIP'S  YEAR ENDED DECEMBER 31, 1999 TO THE YEAR ENDED
DECEMBER 31, 1998

Total  revenues  increased  $941,000 in 1999 due to increased  rental  revenues.
Rental  revenues  increased  as compared  to 1998 due to a 2.4%  increase in the
average rental rate and a .5% increase in the average  occupancy during 1999 for
the total 5,948 units owned.

Property  operating  expenses  for 1999  increased  by  $310,000  mainly  due to
increases  of  $218,000  in  real  estate  taxes  and  insurance,   $112,000  in
landscaping,  and $107,000 in other operating costs. These increases were offset
by costs reductions of $89,000 in building repair and maintenance and $38,000 in
utilities.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities decreased to $14,461,000 in 2000 from
$17,128,000  in 1999.  The  decrease was  primarily  due to changes in operating
assets and liabilities during the period primarily related to timing of payments
for real estate taxes and amounts due to affiliates.

The Partnership  used  $3,213,000 in cash for investing  activities in 2000. The
funds were used for preventive  maintenance and recurring capital needs, as well
as,  improving  the "curb  appeal" of the  properties  through  landscaping  and
exterior improvements.

The Partnership  used  $14,056,000 in financing  activities  during 2000, all of
which was related to payments of excess cash flows 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
Mortgaged Properties).

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 Mortgaged  Properties 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, but are not limited
to, the plans and  objectives of  management  for future  operations,  including
plans and objectives relating to capital  expenditures,  rehabilitation costs on
the apartment communities,  future development,  and anticipated growth rates of
revenues and expenses.  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 on Form 10-K 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 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership's  primary market risk exposure is to changes in interest rates
obtainable on the Bonds.  The  Partnership's  interest rate risk objective is to
limit the impact of interest rate fluctuations on earnings and cash flows and to
lower its overall  borrowing  costs. To achieve this objective,  the Partnership
manages its exposure to fluctuations in market interest rates for its borrowings
through the use of fixed rate debt  instruments  to the extent  that  reasonably
favorable  rates are  obtainable  with  such  arrangements  and may  enter  into
derivative financial  instruments such as interest rate swaps, caps and treasury
locks to mitigate its interest rate risk on a related financial instrument or to
effectively  lock the  interest  rate on a portion  of its  variable  debt.  The
Partnership  does not enter into  derivative or interest rate  transactions  for
trading  purposes.  The Bonds  outstanding  at  December  31,  2000 have a fixed
interest rate of 6.376% and mature in 2003. The Partnership estimates that as of
December  31, 2000,  the  attainable  interest  rate on a debt  instrument  with
similar  terms  was  7.0%.  The  Partnership  does not have any  other  material
market-sensitive financial instruments.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Independent  Auditors' Report,  Financial  Statements and Selected Quarterly
Financial Information are set forth herein.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

There have been no disagreements with the Partnership's  independent accountants
on any matter of  accounting  principles  or practices  or  financial  statement
disclosure.

                                    PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated herein by reference to the Registrant's filing on Form S-3 relating
to the issuance of the Bonds, filed with the Securities and Exchange  Commission
December 17, 1997.


ITEM 11.  EXECUTIVE COMPENSATION

Incorporated herein by reference to the Registrant's filing on Form S-3 relating
to the issuance of the Bonds, filed with the Securities and Exchange  Commission
December 17, 1997.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated herein by reference to the Registrant's filing on Form S-3 relating
to the issuance of the Bonds, filed with the Securities and Exchange  Commission
December 17, 1997.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MAALP provides the Properties  management and other services (including employee
benefits) at a 4% management fee and also provides funds for the  improvement of
the Mortgaged Properties.  Management fees incurred by the Partnership under the
terms of the agreement with MAALP were approximately $1,642,000, $1,587,000, and
$1,530,000 for the years ended 2000, 1999 and 1998, respectively.

MAALP  employees at the Mortgaged  Properties  participate  in employee  benefit
plans sponsored by MAAC.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Annual Report on Form
10-K:

1.     Independent Auditors' Report
       Balance Sheets as of December 31, 2000 and 1999
       Statements of Operations for the years ended
          December 31, 2000, 1999 and 1998
       Statements of Partners' Capital for the years ended
          December 31, 2000, 1999 and 1998
       Statement of Cash Flows for the years ended
          December 31, 2000, 1999 and 1998
       Notes to Financial Statements for the years ended
          December 31, 2000, 1999 and 1998


2.     Financial Statement Schedule required to be filed by item 8
       and Paragraph (d) of this item 14:
       Schedule III - Real Estate Investments and Accumulated
       Depreciation as of December 31, 2000


3.     The exhibits required by Item 601 of Regulation S-K, except as otherwise
       noted, have been filed with previous reports by the registrant and are
       herein incorporated by reference.

Exhibit
Numbers     Exhibit Description
1.1*        Underwriting Agreement
3.1*        Certificate of Limited Partnership of Mid-America Capital  Partners,
            L.P.
3.2*        Limited  Partnership  Agreement  between   MAAC,  Inc.,  as  General
            Partner and Mid-America Apartments, L.P., a limited partner relating
            to the formation of Mid-America Capital Partners,  L.P.,  a Delaware
            limited partnership
3.3*        Certificate of Incorporation of MAACP, Inc.
3.4*        Bylaws of MAACP, Inc.
3.5*        Certificate of Incorporation of Mid-America Finance, Inc.
3.6*        Bylaws of Mid-America Finance, Inc.
4.1*        Form of Amended and Restated  Indenture  among  Mid-America  Capital
            Partners, L.P. and Mid-America Apartments, as issuer  and  La  Salle
            National Bank, as Trustee
4.2*        Form  of  Trust  Agreement  between  Mid-America  Finance,  Inc.  as
            depositor and La Salle National Bank, as Trustee
4.3*        Form of Certificate
4.4*        Form of Bond
5.1*        Opinion  of  Baker,  Donelson,  Bearman  &  Caldwell, a professional
            corporation
10.1*       Cash  Collateral  Account  Security, Pledge and Assignment Agreement
            among Mid-America Capital Partners, L.P. and Mid-America Apartments,
            L.P.  and  First  Union  Bank,  and Morgan Stanley Mortgage Capital,
            Inc., and La Salle National Bank dated November 21, 1997
10.2*       Form of Deed of Trust, Assignment  of  Leases and Rents and Security
            Agreement
25.1*       Statement  of  Eligibility and Qualification of Indenture Trustee on
            Form

----------------------------------------
* Previously filed as exhibits to the  Partnership's  Registration  Statement on
Form S-3, filed with the Commission on December 17, 1997 under  Commission  File
No. 333-42441.

(b)   Reports on Form 8-K
        The following reports were filed on Form 8-K by  the  registrant  during
        the fourth quarter of 2000:
        Form     Events Reported      Date of Report
        None.
(c)   Exhibits:
      See Item 14(a)(3) above.
(d)   Financial Statement Schedules:
      See Item 14(a)(2) above.

<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: March 27, 2001                /s/Simon R.C. Wadsworth
                                    President
                                    (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: March 27, 2001                /s/Simon R. C. Wadsworth
                                    President
                                    (Principal Executive Officer)


Date: March 26, 2001                /s/Mark S. Martini
                                    (Principal Financial and Accounting Officer)



Date: March 26, 2001                /s/George E. Cates
                                    Director


Date: March 26, 2001                /s/H. Eric Bolton, Jr.
                                    Director


Date: March 22, 2001                /s/Stephen M. Carpenter
                                    Director


Date: March 14, 2001                /s/Howard Eddings, Jr.
                                    Director

<PAGE>
                          Independent Auditors' Report


The Partners
Mid-America Capital Partners, L.P.:


We have audited the accompanying balance sheets of Mid-America Capital Partners,
L.P.  (the  "Partnership")  as of December  31,  2000 and 1999,  and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year  period ended December 31, 2000. In connection with our audits
of the  financial  statements  we also  have  audited  the  financial  statement
Schedule  III,  Real  Estate  Investment  and  Accumulated  Depreciation.  These
financial statements and the financial statement schedule are the responsibility
of the  management  of the  Partnership.  Our  responsibility  is to  express an
opinion on these financial  statements and financial statement schedule based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  Unites  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Partnership as of December
31,  2000  and  1999,  and the  results  of  operations  and  cash  flows of the
Partnership  for each of the years in the  three-year  period ended December 31,
2000, in conformity with accounting  principles generally accepted in the United
States of  America.  Also,  in our  opinion,  the  related  financial  statement
schedule,  when  considered in relation to the financial  statements  taken as a
whole,  presents  fairly,  in all material  respects,  the information set forth
therein.



                                    KPMG LLP

Memphis, Tennessee
February 23, 2001
<PAGE>

                         PART I. Financial Information
                                     ITEM 1.

<TABLE>
                    Mid-America Capital Partners, L.P.
                          (a limited partnership)
                              Balance Sheets
                        December 31, 2000 and 1999
                          (Dollars in thousands)

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

Real estate assets:
     Land                                            $  21,305    $  21,305
     Buildings and improvements                        212,941      210,761
     Furniture, fixtures and equipment                   5,801        5,439
     Construction in progress                            1,431          814
----------------------------------------------------------------------------
                                                       241,478      238,319
     Less accumulated depreciation                     (40,512)     (31,162)
----------------------------------------------------------------------------
         Real estate assets, net                       200,966      207,157

     Cash                                                  859        3,667
     Restricted cash                                        35           34
     Deferred financing costs, net                       2,202        3,258
     Other assets                                          501           79
----------------------------------------------------------------------------
       Total assets                                  $ 204,563    $ 214,195
============================================================================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
     Bonds payable                                   $ 142,000    $ 142,000
     Accounts payable                                      118          404
     Accrued expenses and other liabilities              2,652        2,895
     Due to affiliate                                    1,382        1,499
     Security deposits                                     803          794
----------------------------------------------------------------------------
       Total liabilities                               146,955      147,592
----------------------------------------------------------------------------

Partners' Capital:
     General Partner                                     2,504        2,453
     Limited Partner                                    85,412       80,402
     Due from Limited Partner                          (30,308)     (16,252)
----------------------------------------------------------------------------
       Total partners' capital                          57,608       66,603
----------------------------------------------------------------------------
       Total liabilities and partners' capital       $ 204,563    $ 214,195
============================================================================

              See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
                             Mid-America Capital Partners, L.P.
                                  (a limited partnership)
                                 Statements of Operations
                      Years ended December 31, 2000, 1999 and 1998
                                  (Dollars in thousands)

<CAPTION>
                                                               2000       1999       1998
--------------------------------------------------------------------------------------------
<S>                                                        <C>        <C>        <C>
Revenues:
     Rental                                                  $ 40,652   $ 39,260   $ 38,316
     Other                                                        457        423        426
--------------------------------------------------------------------------------------------
     Total revenues                                            41,109     39,683     38,742

Expenses:
     Personnel                                                  4,353      4,251      4,251
     Building repairs and maintenance                           1,943      1,964      2,053
     Real estate taxes and insurance                            4,017      4,044      3,826
     Utilities                                                  1,447      1,516      1,554
     Landscaping                                                1,198      1,090        978
     Other operating                                            1,794      1,652      1,545
     Depreciation and amortization real estate assets           9,328      8,825      8,284
     Depreciation and amortization non-real estate assets          32         28         40
     General and administrative                                 1,758      1,596      1,515
     Interest                                                   9,078      9,083      9,162
     Amortization of deferred financing costs                   1,056        990      1,026
--------------------------------------------------------------------------------------------
     Total expenses                                            36,004     35,039     34,234

Loss on disposition of assets                                      44          -          -
--------------------------------------------------------------------------------------------
Income before extraordinary item                                5,061      4,644      4,508
--------------------------------------------------------------------------------------------

Extraordinary item:
     Loss on debt extinguishment                                    -          -         86
--------------------------------------------------------------------------------------------
Net income                                                   $  5,061   $  4,644   $  4,422
============================================================================================

                      See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                             Mid-America Capital Partners, L.P.
                                   (a limited partnership)
                               Statements of Partners' Capital
                         Years ended December 31, 2000, 1999 and 1998
                                   (Dollars in thousands)

<CAPTION>
                                                                       Due
                                                                       From       Total
                                                General    Limited    Limited   Partners'
                                                Partner    Partner    Partner    Capital
-----------------------------------------------------------------------------------------
 <S>                                           <C>       <C>        <C>        <C>
 Balance December 31, 1997                      $ 2,363   $ 71,426   $ (1,264)  $ 72,525
      Net cash payments to Limited Partner            -          -     (7,349)    (7,349)
      Net income                                     44      4,378          -      4,422
 -----------------------------------------------------------------------------------------
 Balance December 31, 1998                        2,407     75,804     (8,613)    69,598
      Net cash payments to Limited Partner            -          -     (7,639)    (7,639)
      Net income                                     46      4,598          -      4,644
------------------------------------------------------------------------------------------
 Balance December 31, 1999                        2,453     80,402    (16,252)    66,603
      Net cash payments to Limited Partner            -          -    (14,056)   (14,056)
      Net income                                     51      5,010         -       5,061
------------------------------------------------------------------------------------------
 Balance December 31, 2000                      $ 2,504   $ 85,412   $(30,308)  $ 57,608
==========================================================================================

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

                               Mid-America Capital Partners, L.P.
                                    (a limited partnership)
                                    Statements of Cash Flows
                          Years ended December 31, 2000, 1999 and 1998
                                     (Dollars in thousands)

<CAPTION>
                                                                                 2000      1999       1998
------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>       <C>      <C>
Cash flows from operating activities:
   Net income                                                                  $ 5,061   $ 4,644  $   4,422
   Adjustments to reconcile net income to net cash provided by operating
     activities:
          Depreciation and amortization                                         10,416     9,843      9,350
          Loss on disposition of assets                                             44         -          -
          Extraordinary item - loss on early extinguishment of debt                  -         -         86
          Changes in assets and liabilities:
              Restricted cash                                                       (1)      372        526
              Due to/from affiliate                                               (117)    1,025     (1,122)
              Other assets                                                        (422)      123         29
              Accounts payable                                                    (286)      (34)        48
              Accrued expenses and other liabilities                              (243)    1,067     (1,047)
              Security deposits                                                      9        88         (7)
------------------------------------------------------------------------------------------------------------
          Net cash provided by operating activities                             14,461    17,128     12,285
------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
          Net cash used in investing activities - improvements to properties    (3,213)   (5,155)    (5,556)
------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
          Bank overdraft                                                             -      (667)       667
          Proceeds from notes payable                                                -         -    142,000
          Principal payments on bridge notes payable                                 -         -   (140,000)
          Deferred financing costs                                                   -         -     (3,617)
          Distributions to limited partner                                     (14,056)   (7,639)    (7,349)
------------------------------------------------------------------------------------------------------------
          Net cash used in financing activities                                (14,056)   (8,306)    (8,299)
------------------------------------------------------------------------------------------------------------
          Net increase (decrease) in cash and cash equivalents                  (2,808)    3,667     (1,570)
------------------------------------------------------------------------------------------------------------
Cash, beginning of period                                                        3,667         -      1,570
------------------------------------------------------------------------------------------------------------
Cash, end of period                                                            $   859   $ 3,667  $       -
============================================================================================================

Supplemental disclosure of cash flow information:
   Interest paid                                                               $ 9,077   $ 9,083  $   9,276

                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998



(1)  Organization and Summary of Significant Accounting Policies

     Organization

     Mid-America  Capital Partners,  L.P. (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.

     Distributions  to the  Partners  relating to  operations  of the  Mortgaged
     Properties  will be based upon net cash flow as defined in the  Partnership
     Agreement.  Profits and losses are  allocated to the Partners in proportion
     with  their  ownership.   Distributions  from  ongoing  operations  of  the
     Partnership  are  distributed  100% to MAALP  and  charged  to its  capital
     account.

     Basis of Presentation

     All significant intercompany accounts and transactions have been eliminated
     in consolidation.

     Revenue Recognition

     The Partnership leases  residential  apartments under operating leases with
     terms  generally one year or less.  Rental and other  revenues are recorded
     when earned.

     Rental Operations

     The  Partnership  owns and  operates  apartment  units  which are leased to
     tenants on terms of one year or less, with monthly payments due in advance.
     In  management's  opinion,  due to the  number  of  tenants,  the  type and
     diversity of submarkets in which the Mortgaged  Properties operate, and the
     collection terms, there is no concentration of credit risk.

     Restricted Cash

     Restricted  cash  consists of escrow  deposits held by lenders for property
     taxes, insurance, debt service and replacement reserves.

     Real Estate Assets and Depreciation

     Real estate assets are carried at depreciated cost. Repairs and maintenance
     costs are expensed as incurred while significant improvements,  renovations
     and  replacements  are capitalized.  The cost of interior  painting,  vinyl
     flooring and blinds are expensed as incurred.

     Depreciation is computed on a straight-line basis over the estimated useful
     lives  of the  related  assets  which  range  from 8 to 40  years  for land
     improvements  and  buildings  and  5  years  for  furniture,  fixtures  and
     equipment.

     Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

     The  Partnership  accounts for  long-lived  assets in  accordance  with the
     provisions of SFAS No. 121,  "Accounting  for the  Impairment of Long-Lived
     Assets  and for  Long-Lived  Assets  to Be  Disposed  Of."  This  Statement
     requires that  long-lived  assets and certain  identifiable  intangibles be
     reviewed  for  impairment  whenever  events  or  changes  in  circumstances
     indicate  that the  carrying  amount  of an asset  may not be  recoverable.
     Recoverability of assets to be held and used is measured by a comparison of
     the  carrying  amount of an asset to future net cash flows  expected  to be
     generated by the asset.  If such assets are considered to be impaired,  the
     impairment to be recognized is measured by the amount by which the carrying
     amount of the assets  exceeds  the fair value of the  assets.  Assets to be
     disposed of are reported at the lower of the carrying  amount or fair value
     less costs to sell.

     Deferred Financing Costs

     Deferred  financing  costs are amortized over the terms of the related debt
     using a method which approximates the interest method.

     Due from Limited Partner

     The  Partnership  periodically  makes payments to the Limited Partner based
     upon the excess cash flows of the Mortgaged Properties (other than the five
     properties  discussed  below) from rental  operations or receives cash from
     the  limited  partner  to  fund  capital   improvements  on  the  Mortgaged
     Properties.  These  payments and receipts are recorded on the balance sheet
     of the Partnership as a receivable or payable to the Limited Partner.

     Due to Affiliate

     The  Partnership  has five  properties,  Hidden Lake II,  High Ridge,  Park
     Place,  Southland  Station I and Willow Creek that make payments or receive
     cash from MAAC in a manner similar to that of the  Partnership  and Limited
     Partner  described  above.  These payments and receipts are recorded on the
     balance  sheet  of  the  Partnership  as a  receivable  or  payable  to  an
     affiliate, MAAC.

     Income Taxes

     No provision  for federal  income  taxes has been made in the  accompanying
     financial  statements.  Each partner is responsible for reporting his share
     of taxable income or loss from the real estate investments.

     Use of Estimates

     Management  of  the   Partnership  has  made  a  number  of  estimates  and
     assumptions  relating to the  reporting of assets and  liabilities  and the
     disclosure of contingent  assets and liabilities to prepare these financial
     statements in conformity with accounting  principles  generally accepted in
     the United  States of  America.  Actual  results  could  differ  from those
     estimates.

(2)  Bridge Notes and Bonds Payable

     On  November  24,  1997  the  Mortgaged  Properties  were  acquired  by the
     Partnership  and were  pledged to secure a $140  million  loan (the "Bridge
     Notes") received from Morgan Stanley Mortgage Capital Inc. A portion of the
     proceeds  from the  Bridge  Notes  were  utilized  in  connection  with the
     acquisition  of certain of the  Reorganization  Properties,  the funding of
     deferred financing costs, the establishment of replacement reserves and the
     remainder being distributed to MAALP.

     On March 6, 1998, the Partnership  issued $142 million aggregate  principal
     amount of 6.376% Bonds due 2003 (the  "Bonds").  The Bonds are secured by a
     first  priority deed of trust,  security  agreement and assignment of rents
     and leases in respect of the 26 mortgaged properties, with a net book value
     of $201.0  million at December 31, 2000.  The net proceeds from the sale of
     the Bonds were  applied to the Bridge  Notes and  utilized to fund costs of
     the issuance.

     In anticipation  of the March 6, 1998 Bond issuance  discussed  above,  the
     Partnership  entered four separate forward treasury lock agreements in 1997
     with notional amounts aggregating $140 million,  the effect of which was to
     lock the  interest  rate on $140 million of the Bonds at an average rate of
     6.62%. On March 6, 1998 the Partnership realized a $1.4 million loss on the
     interest rate contracts. The realized loss resulting from the change in the
     market value of these  contracts is being  amortized into interest  expense
     over the life of the related debt issuance.  Thus, the effective  borrowing
     cost of the Bonds is 6.62% until maturity in March 2003.

(3)  Fair Value Disclosure of Financial Instruments

     Cash,  restricted  cash,  accounts  payable and accrued  expenses and other
     liabilities and security  deposits are carried at amounts which  reasonably
     approximate their fair value.

     The fixed rate Bonds payable had a carrying  value at December 31, 2000 and
     1999 of $142  million.  The  Partnership  estimates  that their fair market
     value (excluding  prepayment penalties) based upon interest rates available
     for the issuance of debt with similar terms and remaining  maturities as of
     December 31, 2000 was $141  million.  These notes are subject to prepayment
     penalties which would be required to retire these notes prior to maturity.

     The  fair  value  estimates  presented  herein  are  based  on  information
     available  to  management  as of  December  31,  2000  and  1999.  Although
     management is not aware of any factors that would significantly  affect the
     estimated  fair value amounts,  such amounts have not been  comprehensively
     revalued for purposes of these  financial  statements  since that date, and
     current estimates of fair value may differ  significantly  from the amounts
     presented herein.

(4)  Recent 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 a
     material impact on the Partnership's financial statements.

(5)  Commitments and Contingencies

     The Partnership is not presently subject to any material litigation nor, to
     the Partnership's  knowledge, is any material litigation threatened against
     the  Partnership  or any of the  Mortgaged  Properties,  other than routine
     litigation  arising in the ordinary  course of  business,  some of which is
     expected to be covered by liability insurance and none of which is expected
     to have a  material  adverse  effect  on the  financial  statements  of the
     Partnership.

(7)  Related Party Transactions

     MAALP  provides the properties  management  and other  services  (including
     employee  benefits) at a 4% management  fee and also provides funds for the
     improvement of the Mortgaged  Properties.  Management  fees incurred by the
     Partnership under the terms of the agreement with MAALP were  approximately
     $1,642,000,  $1,587,000,  and $1,530,000 for the years ended 2000, 1999 and
     1998, respectively.

     MAALP employees at the Mortgaged Properties participate in employee benefit
     plans sponsored by MAAC.

(8)  Financial Instruments with Off-Balance Sheet Risk

     The Partnership  has only limited  involvement  with  derivative  financial
     instruments and does not use them for trading purposes. The Partnership has
     utilized  derivative  financial  instruments as hedges in  anticipation  of
     future debt transactions to manage well-defined interest rate risk.

<PAGE>
(9)  Segment Information

     At December 31, 2000,  the  Partnership  owned and operated 26  multifamily
     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.
     The Partnership's  chief operating decision maker evaluates the performance
     of each  individual  property  based on its  contribution  to net operating
     income in order to ensure that the  individual  property  continues to meet
     the  Partnership's  return  criteria and long term  investment  goals.  The
     Partnership  defines each of its  multifamily  communities as an individual
     operating segment.  It has also determined that all of its communities have
     similar  economic  characteristics  and also meet the other  criteria which
     permit the communities to be aggregated into one reportable segment,  which
     is acquisition,  development,  and operation of the multifamily communities
     owned.

     The  revenues,  net  operating  income,  assets and real estate  investment
     capital expenditures for the aggregated  multifamily segment are summarized
     as follows for the years ended December 31, 2000, 1999 and 1998 (in 000's):

<TABLE>
<CAPTION>

                                                               2000     1999     1998
--------------------------------------------------------------------------------------
<S>                                                       <C>      <C>      <C>
Multifamily rental revenues                                 $41,109  $39,683  $38,742

Multifamily net operating income                             26,357   25,166   24,535
Reconciling items to net income:
  Depreciation and amortization                              (9,360)  (8,853)  (8,324)
  General and administrative expenses                        (1,758)  (1,596)  (1,515)
  Interest expense                                           (9,078)  (9,083)  (9,162)
  Amortization of deferred financing costs                   (1,056)    (990)  (1,026)
  Loss on sale of assets                                        (44)       -        -
  Extraordinary item - loss on early extinguishment of debt       -        -      (86)
--------------------------------------------------------------------------------------
    Net income                                              $ 5,061  $ 4,644  $ 4,422
======================================================================================
</TABLE>

<TABLE>
<CAPTION>
Assets                                                      2000         1999
--------------------------------------------------------------------------------
<S>                                                     <C>         <C>
Multifamily real estate assets                            $ 241,478   $ 238,319
Accumulated depreciation - multifamily assets               (40,512)    (31,162)
--------------------------------------------------------------------------------
                                                            200,966     207,157
Cash and restricted cash                                        894       3,701
Other assets                                                  2,703       3,337
--------------------------------------------------------------------------------
    Total assets                                          $ 204,563   $ 214,195
================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                               2000       1999       1998
------------------------------------------------------------------------------------------
<S>                                                       <C>        <C>         <C>
Total expenditures for property additions                   $ 3,159    $ 5,155     $ 5,556
==========================================================================================
</TABLE>

<PAGE>
(10)   Selected Quarterly Financial Data (Unaudited)

<TABLE>
(Dollars in thousands)

<CAPTION>
                             Year Ended December 31, 2000
-----------------------------------------------------------------
                         First      Second     Third      Fourth
-----------------------------------------------------------------
<S>                   <C>        <C>        <C>         <C>
Total revenues          $10,136    $10,278    $10,365     $10,330
Net income              $ 1,301    $ 1,217    $ 1,264     $ 1,279

<CAPTION>
                             Year Ended December 31, 1999
-----------------------------------------------------------------
                         First      Second     Third      Fourth
-----------------------------------------------------------------
<S>                   <C>        <C>        <C>         <C>
Total revenues          $ 9,655    $ 9,874    $10,063     $10,091
Net income              $ 1,088    $ 1,220    $ 1,104     $ 1,232
</TABLE>
<PAGE>
<TABLE>
                                                   MID-AMERICA CAPITAL PARTNERS, L.P.
                                                              Schedule III
                                          REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

                                                            December 31, 2000
                                                         (Dollars in thousands)

<CAPTION>
                                                                                 Cost Capitalized     Gross Amount
                                                                                   Subsequent to       Carried at
                                                                  Initial Cost      Acquisition     December 31, 2000
                                                                ---------------- ---------------- --------------------
                                                                       Building         Building            Building
                           Metropolitan                                  and              and                  and
Property Name                  Area             Encumbrances     Land  Fixtures   Land  Fixtures     Land    Fixture      Total
-------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                    <C>           <C>      <C>        <C>    <C>      <C>       <C>        <C>
Belmere                  Tampa, FL              $      - (1)  $   851  $  7,667   $  1   $ 1,847  $   852   $  9,514   $ 10,366
Crosswinds               Jackson, MS                   - (1)    1,535    13,826      -     1,348    1,535     15,174     16,709
Fairways at Royal Oak    Cincinnati, OH                - (1)      814     7,335      -     1,050      814      8,385      9,199
Hermitage at Beechtree   Cary, NC                      - (1)      900     8,099      -       954      900      9,053      9,953
Hidden Lake II           Union City, GA                - (1)      621     5,587      -       243      621      5,830      6,451
High Ridge               Athens, GA                    - (1)      884     7,958      -       401      884      8,359      9,243
Howell Commons           Greenville, SC                - (1)    1,304    11,740      -       767    1,304     12,507     13,811
Kirby Station            Memphis, TN                   - (1)    1,148    10,337      -     2,491    1,148     12,828     13,976
Lakepointe               Lexington, KY                 - (1)      411     3,699      -       723      411      4,422      4,833
Lakeside                 Jacksonville, FL              - (1)    1,431    12,883    289     2,773    1,720     15,656     17,376
Marsh Oaks               Atlantic Beach, FL            - (1)      244     2,829      -       718      244      3,547      3,791
Napa Valley              Little Rock, AR               - (1)      960     8,642      -       803      960      9,445     10,405
Park Haywood             Greenville, SC                - (1)      325     2,925     35     2,744      360      5,669      6,029
Park Place               Spartanburg, SC               - (1)      723     6,504      -       860      723      7,364      8,087
Pear Orchard             Jackson, MS                   - (1)    1,352    12,168     (1)    1,682    1,351     13,850     15,201
Savannah Creek           Memphis, TN                   - (1)      778     7,013      -       807      778      7,820      8,598
Shenandoah Ridge         Augusta, GA                   - (1)      650     5,850      8     2,028      658      7,878      8,536
Somerset                 Jackson, MS                   - (1)      477     4,294      -       779      477      5,073      5,550
Southland Station I      Warner Robins, GA             - (1)      777     6,992      -       639      777      7,631      8,408
Steeplechase             Chattanooga, TN               - (1)      217     1,957      -     1,424      217      3,381      3,598
Sutton Place             Memphis, TN                   - (1)      894     8,053      -     1,087      894      9,140     10,034
The Village              Lexington, KY                 - (1)      900     8,097      -     1,192      900      9,289     10,189
Tiffany Oaks             Altamonte Springs, FL         - (1)    1,024     9,219      -     1,279    1,024     10,498     11,522
Westside Creek I         Little Rock, AR               - (1)      616     5,559      -       614      616      6,173      6,789
Williamsburg Village     Jackson, TN                   - (1)      523     4,711      -       584      523      5,295      5,818
Willow Creek             Columbus, GA                  - (1)      623     5,523     (9)      869      614      6,392      7,006
-------------------------------------------------------------------------------------------------------------------------------
Total                                           $142,000      $20,982  $189,467   $323   $30,706  $21,305   $220,173   $241,478
-------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                   Life Used
                                                                   to Compute
                                                                  Depreciation
                                                                   in Latest
                         Accumulated                                 Income
Property Name            Depreciation      Net    Construction    Statement (1)
-------------------------------------------------------------------------------
<S>                    <C>           <C>         <C>              <C>
Belmere                  $ (2,133)     $  8,233    1984             5 - 40
Crosswinds                 (2,554)       14,155    1988/1989        5 - 40
Fairways at Royal Oak      (1,898)        7,301    1988             5 - 40
Hermitage at Beechtree     (1,073)        8,880    1988             5 - 40
Hidden Lake II               (656)        5,795    1987             5 - 40
High Ridge                   (930)        8,313    1987             5 - 40
Howell Commons             (1,801)       12,010    1986/1988        5 - 40
Kirby Station              (2,993)       10,983    1978             5 - 40
Lakepointe                 (1,051)        3,782    1986             5 - 40
Lakeside                   (3,193)       14,183    1985             5 - 40
Marsh Oaks                   (814)        2,977    1986             5 - 40
Napa Valley                (1,472)        8,933    1984             5 - 40
Park Haywood               (1,227)        4,802    1983             5 - 40
Park Place                   (869)        7,218    1987             5 - 40
Pear Orchard               (3,342)       11,859    1985             5 - 40
Savannah Creek             (1,300)        7,298    1989             5 - 40
Shenandoah Ridge           (1,984)        6,552    1975/1984        5 - 40
Somerset                   (1,182)        4,368    1981             5 - 40
Southland Station I          (898)        7,510    1987             5 - 40
Steeplechase                 (967)        2,631    1986             5 - 40
Sutton Place               (1,553)        8,481    1991             5 - 40
The Village                (2,207)        7,982    1985             5 - 40
Tiffany Oaks               (1,572)        9,950    1989             5 - 40
Westside Creek I             (857)        5,932    1984             5 - 40
Williamsburg Village       (1,231)        4,587    1987             5 - 40
Willow Creek                 (755)        6,251    1968/1978        5 - 40
-------------------------------------------------------------------------------
Total                    $(40,512)     $200,966
-------------------------------------------------------------------------------

(1) These 26  communities  are encumbered by the $142 million Bonds which mature
on March 3, 2003 and have an interest rate of 6.376%.
</TABLE>
<PAGE>
                       MID AMERICA CAPITAL PARTNERS, L.P.

              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

                  Years ended December 31, 2000, 1999 and 1998


A summary of activity for real estate  investments and accumulated  depreciation
is as follows:

<TABLE>
                      Mid - America Capital Partners, L.P.
                             (a limited partnership)
              Real Estate Investments and Accumulated Depreciation
                             (Dollars in thousands)

<CAPTION>
                                         2000            1999           1998
-------------------------------------------------------------------------------
<S>                                 <C>             <C>            <C>
Real estate investments:
     Balance at beginning of year     $ 238,319       $ 233,164      $ 227,608
     Improvements                         3,213           5,155          5,556
     Disposals                              (54)              -              -
-------------------------------------------------------------------------------
     Balance at end of year           $ 241,478       $ 238,319      $ 233,164
===============================================================================

Accumulated depreciation:
     Balance at beginning of year     $  31,162       $  22,309      $  13,985
     Depreciation                         9,360           8,853          8,324
     Disposals                              (10)              -              -
-------------------------------------------------------------------------------
     Balance at end of year           $  40,512       $  31,162      $  22,309
===============================================================================

                 See accompanying independent auditor's report.
</TABLE>