As Filed With the Securities and Exchange Commission on May 25, 2004

                                                Registration No.333-____________

.................................................................................

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
.................................................................................

                     MID-AMERICA APARTMENT COMMUNITIES, INC.
             (Exact name of registrant as specified in its charter)

                   TENNESSEE                                    62-1543819
        (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                     Identification No.)

    Mid-America Apartment Communities, Inc.
         6584 Poplar Avenue, Suite 340                            38138
              Memphis, Tennessee                                (Zip Code)
   (Address of Principal Executive Offices)


     Fourth Amended and Restated 1994 Restricted Stock and Stock Option Plan
                                       and
             Mid-America Apartment Communities, Inc. 2004 Stock Plan
                            (Full title of the plan)

                               H. Eric Bolton, Jr.
                      President and Chief Executive Officer
                     Mid-America Apartment Communities, Inc.
                          6584 Poplar Avenue, Suite 340
                            Memphis, Tennessee 38138
                     (Name and address of agent for service)

                                 (901) 682-6600
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                               John A. Good, Esq.
                             Bass, Berry & Sims PLC
                          100 Peabody Place, Suite 900
                                Memphis, TN 38103

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

 Title of securities to                               Proposed maximum    Proposed maximum aggregate
    be registered          Amount to be registered   offering price per         offering price           Amount of registration
                                                            share                                                 fee
====================================================================================================================================
<S>                     <C>                       <C>                  <C>                            <C>
Common Stock, par value        851,042 shares 1             $ 33.21 2            $ 28,263,104.82 2               $3,580.94
$.01 per share

Common Stock, par value        500,000 shares 3             $ 33.21 2            $ 16,605,000.00 2               $2,103.85
$.01 per share

Total                        1,351,042 shares                                    $ 44,868,104.82                 $5,684.79
</TABLE>
1.       On April 20, 1995, Mid-America Apartment Communities, Inc. (the
         "Registrant") registered 650,000 shares of common stock under its
         original 1994 Restricted Stock and Stock Option Plan (the "Plan") on a
         Form S-8 filed with the Securities and Exchange Commission (the
         "Commission"), File No. 033-91416. On August 14, 2002, the Registrant
         registered an additional 850,000 shares under the Plan with the
         Commission, on a Form S-8, filed with the Commission, File No.
         333-98065. Pursuant to this Registration Statement, the Registrant is
         registering an additional 851,042 shares of common stock under the
         Plan.
2.       The offering price is estimated solely for the purpose of determining
         the amount of the registration fee. Such estimate has been calculated
         in accordance with Rule 457(c) and Rule 457(h) and is based upon the
         average of the high and low prices per share of the Registrant's common
         stock as reported on the New York Stock Exchange on May 20, 2004.
3.       Represents the total number of shares of the Registrant's common stock
         currently reserved for issuance under the Registrant's 2004 Stock Plan
         (the "2004 Plan").
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference as of their
respective dates:

         a.       The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2003;

         b.       All other reports of the Registrant filed pursuant to Section
                  13(a) or 15(d) of the Exchange Act since December 31, 2003
                  (but excluding all information furnished to the Securities and
                  Exchange Commission pursuant to Item 9 and Item 12 of any
                  Current Report on Form 8-K); and

         c.       The description of the Common Stock contained in the effective
                  registration statement filed by the Registrant to register
                  such securities under the Exchange Act, including all
                  amendments and reports filed for the purpose of updating such
                  description prior to the termination of the offering of the
                  Common Stock offered hereby.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment that indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The Registrant is a Tennessee corporation. Sections 48-18-501 through
48-18- 509 of the Tennessee Business Corporation Act contain detailed provisions
on indemnification of directors and officers of a Tennessee corporation.

         The Registrant's restated charter provides that no director of the
Registrant shall be personally liable to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except: (i) for any
breach of the director's duty of loyalty to the Registrant or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or (iii) for unlawful distributions
under Section 48-18-304 of the Tennessee Business Corporation Act.
         The Registrant's bylaws provide that the Registrant shall indemnify any
person who is made a party to a suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate is or was a director or officer of the Registrant, against amounts
paid in settlement and reasonable expenses including attorneys' fees actually
and necessarily incurred as a result of such suit or proceeding or any appeal
therein to the extent permitted by and in the manner provided by the laws of
Tennessee. The Registrant shall indemnify any person made or threatened to be
made a party to a suit or proceeding other than by or in the right of any
company of any type or kind, domestic or foreign, which any director or officer
of the Registrant, by reason of the fact that he, his testator or intestate, was
a director or officer of the Registrant or served such other company in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such suit or proceeding, or any appeal therein, if such director or
officer acted in good faith for a purpose which he reasonably believed to be in
the best interest of the Registrant and, in criminal actions or proceedings, had
no reasonable cause to believe that this conduct was unlawful, and to the extent
permitted by, and in the manner provided by, the laws of Tennessee.

         The directors and officers of the Registrant are covered by an
insurance policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.

Item 7.           Exemption From Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         See the Index to Exhibits following the signature pages hereof.

Item 9.           Undertakings.

         A. The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"), (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) of this paragraph do not
apply if the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the Securities Act,
  each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  hereof.

(3) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.

B. The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and
  each filing of an employee benefit plan's annual report pursuant to Section
  15(d) of the Exchange Act) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Memphis, State of Tennessee, on this 25th day of
May, 2004.

                      MID-AMERICA APARTMENT COMMUNITIES, INC.
                      By: /s/H. Eric Bolton, Jr.
                      H. Eric Bolton, Jr., President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Simon R.C. Wadsworth, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:

Signature                  Title                                   Date

                           President and Chief Executive Officer   May 25, 2004
/s/H.Eric Bolton, Jr.      and Chairman of the Board (Principal
H. Eric Bolton, Jr.        Executive Officer)

                           Executive Vice President, Chief         May 25, 2004
/s/Simon R.C. Wadsworth    Financial Officer and Director
Simon R.C. Wadsworth       (Principal Financial Officer and
                           Principal Accounting Officer)

/s/George E. Cates         Director                                May 25, 2004
George E. Cates

/s/John F. Flournoy        Director                                May 25, 2004
John F. Flournoy

/s/Robert F. Fogelman      Director                                May 25, 2004
Robert F. Fogelman

/s/Alan B. Graf, Jr.       Director                                May 25, 2004
Alan B. Graf, Jr.

/s/John S. Grinalds        Director                                May 25, 2004
John S. Grinalds

/s/Ralph Horn              Director                                May 25, 2004
Ralph Horn

/s/Michael S. Starnes      Director                                May 25, 2004
Michael S. Starnes
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number   Description
--------------------------------------------------------------------------------

4.1  Amended and Restated Charter of Registrant dated as of January 10, 1994, as
     filed  with  the  Tennessee  Secretary  of  State on  January  25,  1994 is
     incorporated  by reference from an exhibit to the 1997 Annual Report of the
     Registrant on Form 10-K for the year ended December 31, 1997

4.2  Articles of Amendment to the Charter of the Registrant  dated as of January
     28, 1994 as filed with the Tennessee Secretary of State on January 28, 1994
     is  incorporated  by reference from an exhibit to the 1996 Annual Report of
     the Registrant on Form 10-K for the year ended December 31, 1996

4.3  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of October 9, 1996, as filed with the Tennessee Secretary of
     State on October 10, 1996 is incorporated  herein by reference from exhibit
     1 to the  Registrant's  Registration  Statement  on Form 8-A filed with the
     Commission on October 11, 1996

4.4  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of November 17, 1997, as filed with the Tennessee  Secretary
     of State on November 18, 1997 is  incorporated  herein by reference from an
     exhibit to the 1997 Annual  Report of the  Registrant  on Form 10-K for the
     year ended December 31, 1997

4.5  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of November 17, 1997, as filed with the Tennessee  Secretary
     of State on November  18, 1997 is  incorporated  herein by  reference  from
     exhibit 4.1 to the  Registrant's  Registration  Statement on Form 8-A filed
     with the Commission on November 19, 1997

4.6  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of December 15, 1997, as filed with the Tennessee  Secretary
     of State on December 31, 1997 is  incorporated  herein by reference from an
     exhibit to the 1997 Annual  Report of the  Registrant  on Form 10-K for the
     year ended December 31, 1997

4.7  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of June 25, 1998, as filed with the  Tennessee  Secretary of
     State on June 30, 1998 is incorporated herein by reference from exhibit 4.3
     to the  Registrant's  Registration  Statement  on Form 8-A  filed  with the
     Commission on June 26, 1998

4.8  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of December 24, 1998, as filed with the Tennessee  Secretary
     of State on December 30, 1998 is  incorporated  herein by reference from an
     exhibit to the  Registrant's  Registration  Statement on Form S-8, File No.
     333-112469

4.9  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     Designating  and Fixing the Rights and Preferences of a Series of Shares of
     Preferred  Stock dated as of October 11, 2002,  as filed with the Tennessee
     Secretary of State on October 14, 2002 is incorporated  herein by reference
     from  exhibit 4.2 to the  Registrant's  Registration  Statement on Form 8-A
     filed with the Commission on October 11, 2002

4.10 Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     Designating  and Fixing the Rights and Preferences of a Series of Shares of
     Preferred  Stock dated as October  28,  2002,  as filed with the  Tennessee
     Secretary of State on October 28, 2002 is incorporated by reference from an
     exhibit  to the  Registrant's  S-3/A,  File No.  333-112469  filed with the
     Commission on March 13, 2004

4.11 Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     Designating  and Fixing the Rights and Preferences of a Series of Shares of
     Preferred  Stock  dated as of August 7, 2003,  as filed with the  Tennessee
     Secretary of State on August 7, 2003 is  incorporated  by reference from an
     exhibit  to the  Registrant's  S-3/A,  File No.  333-112469  filed with the
     Commission on March 13, 2004

4.12 Bylaws of Registrant is incorporated herein by reference from an exhibit to
     the Registrant's Registration Statement on Form S-11/A filed on January 21,
     1994

4.13 Fourth Amended and Restated 1994 Restricted  Stock and Stock Option Plan of
     Registrant  is  incorporated  herein  by  reference  from  exhibit A to the
     Registrant's Proxy Statement for the Annual Meeting of Shareholders held on
     June 10, 2002

4.14 2004 Stock Plan of  Registrant  is  incorporated  herein by reference  from
     Appendix C to the  Registrant's  Proxy  Statement for the Annual Meeting of
     Shareholders held on Monday, May 24, 2004

5    Opinion of Bass, Berry & Sims PLC

23.1 Consent of KPMG LLP

23.3 Consent of Bass, Berry & Sims PLC (contained in Exhibit 5)

24.1 Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement)
[{"type": "S-8", "sequence": "1", "filename": "s8may04.txt", "secsgml_size_bytes": 21777}]
{"company-data": {"conformed-name": "MID AMERICA APARTMENT COMMUNITIES INC", "cik": "0000912595", "assigned-sic": "6798", "irs-number": "621543819", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115834", "film-number": "04829181"}, "business-address": {"street1": "6584 POPLAR AVE", "street2": "STE 340", "city": "MEMPHIS", "state": "TN", "zip": "38138", "phone": "9016826600"}, "mail-address": {"street1": "6584 POPLAR AVE", "street2": "SUITE 340", "city": "MEMPHIS", "state": "TN", "zip": "38138"}}
As Filed With the Securities and Exchange Commission on May 25, 2004

                                                Registration No.333-____________

.................................................................................

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
.................................................................................

                     MID-AMERICA APARTMENT COMMUNITIES, INC.
             (Exact name of registrant as specified in its charter)

                   TENNESSEE                                    62-1543819
        (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                     Identification No.)

    Mid-America Apartment Communities, Inc.
         6584 Poplar Avenue, Suite 340                            38138
              Memphis, Tennessee                                (Zip Code)
   (Address of Principal Executive Offices)

     Fourth Amended and Restated 1994 Restricted Stock and Stock Option Plan
                                       and
             Mid-America Apartment Communities, Inc. 2004 Stock Plan
                            (Full title of the plan)

                               H. Eric Bolton, Jr.
                      President and Chief Executive Officer
                     Mid-America Apartment Communities, Inc.
                          6584 Poplar Avenue, Suite 340
                            Memphis, Tennessee 38138
                     (Name and address of agent for service)

                                 (901) 682-6600
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                               John A. Good, Esq.
                             Bass, Berry & Sims PLC
                          100 Peabody Place, Suite 900
                                Memphis, TN 38103
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

 Title of securities to                               Proposed maximum    Proposed maximum aggregate
    be registered          Amount to be registered   offering price per         offering price           Amount of registration
                                                            share                                                 fee
====================================================================================================================================
Common Stock, par value        851,042 shares 1             $ 33.21 2            $ 28,263,104.82 2               $3,580.94
$.01 per share

Common Stock, par value        500,000 shares 3             $ 33.21 2            $ 16,605,000.00 2               $2,103.85
$.01 per share

Total                        1,351,042 shares                                    $ 44,868,104.82                 $5,684.79
1.       On April 20, 1995, Mid-America Apartment Communities, Inc. (the
         "Registrant") registered 650,000 shares of common stock under its
         original 1994 Restricted Stock and Stock Option Plan (the "Plan") on a
         Form S-8 filed with the Securities and Exchange Commission (the
         "Commission"), File No. 033-91416. On August 14, 2002, the Registrant
         registered an additional 850,000 shares under the Plan with the
         Commission, on a Form S-8, filed with the Commission, File No.
         333-98065. Pursuant to this Registration Statement, the Registrant is
         registering an additional 851,042 shares of common stock under the
         Plan.
2.       The offering price is estimated solely for the purpose of determining
         the amount of the registration fee. Such estimate has been calculated
         in accordance with Rule 457(c) and Rule 457(h) and is based upon the
         average of the high and low prices per share of the Registrant's common
         stock as reported on the New York Stock Exchange on May 20, 2004.
3.       Represents the total number of shares of the Registrant's common stock
         currently reserved for issuance under the Registrant's 2004 Stock Plan
         (the "2004 Plan").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference as of their
respective dates:

         a.       The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2003;

         b.       All other reports of the Registrant filed pursuant to Section
                  13(a) or 15(d) of the Exchange Act since December 31, 2003
                  (but excluding all information furnished to the Securities and
                  Exchange Commission pursuant to Item 9 and Item 12 of any
                  Current Report on Form 8-K); and

         c.       The description of the Common Stock contained in the effective
                  registration statement filed by the Registrant to register
                  such securities under the Exchange Act, including all
                  amendments and reports filed for the purpose of updating such
                  description prior to the termination of the offering of the
                  Common Stock offered hereby.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment that indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The Registrant is a Tennessee corporation. Sections 48-18-501 through
48-18- 509 of the Tennessee Business Corporation Act contain detailed provisions
on indemnification of directors and officers of a Tennessee corporation.

         The Registrant's restated charter provides that no director of the
Registrant shall be personally liable to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except: (i) for any
breach of the director's duty of loyalty to the Registrant or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or (iii) for unlawful distributions
under Section 48-18-304 of the Tennessee Business Corporation Act.
         The Registrant's bylaws provide that the Registrant shall indemnify any
person who is made a party to a suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate is or was a director or officer of the Registrant, against amounts
paid in settlement and reasonable expenses including attorneys' fees actually
and necessarily incurred as a result of such suit or proceeding or any appeal
therein to the extent permitted by and in the manner provided by the laws of
Tennessee. The Registrant shall indemnify any person made or threatened to be
made a party to a suit or proceeding other than by or in the right of any
company of any type or kind, domestic or foreign, which any director or officer
of the Registrant, by reason of the fact that he, his testator or intestate, was
a director or officer of the Registrant or served such other company in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such suit or proceeding, or any appeal therein, if such director or
officer acted in good faith for a purpose which he reasonably believed to be in
the best interest of the Registrant and, in criminal actions or proceedings, had
no reasonable cause to believe that this conduct was unlawful, and to the extent
permitted by, and in the manner provided by, the laws of Tennessee.

         The directors and officers of the Registrant are covered by an
insurance policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.

Item 7.           Exemption From Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         See the Index to Exhibits following the signature pages hereof.

Item 9.           Undertakings.

         A. The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"), (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) of this paragraph do not
apply if the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the Securities Act,
  each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  hereof.

(3) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.

B. The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and
  each filing of an employee benefit plan's annual report pursuant to Section
  15(d) of the Exchange Act) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Memphis, State of Tennessee, on this 25th day of
May, 2004.

                      MID-AMERICA APARTMENT COMMUNITIES, INC.
                      By: /s/H. Eric Bolton, Jr.
                      H. Eric Bolton, Jr., President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Simon R.C. Wadsworth, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:

Signature                  Title                                   Date

                           President and Chief Executive Officer   May 25, 2004
/s/H.Eric Bolton, Jr.      and Chairman of the Board (Principal
H. Eric Bolton, Jr.        Executive Officer)

                           Executive Vice President, Chief         May 25, 2004
/s/Simon R.C. Wadsworth    Financial Officer and Director
Simon R.C. Wadsworth       (Principal Financial Officer and
                           Principal Accounting Officer)

/s/George E. Cates         Director                                May 25, 2004
George E. Cates

/s/John F. Flournoy        Director                                May 25, 2004
John F. Flournoy

/s/Robert F. Fogelman      Director                                May 25, 2004
Robert F. Fogelman

/s/Alan B. Graf, Jr.       Director                                May 25, 2004
Alan B. Graf, Jr.

/s/John S. Grinalds        Director                                May 25, 2004
John S. Grinalds

/s/Ralph Horn              Director                                May 25, 2004
Ralph Horn

/s/Michael S. Starnes      Director                                May 25, 2004
Michael S. Starnes
INDEX TO EXHIBITS

Exhibit
Number   Description
--------------------------------------------------------------------------------

4.1  Amended and Restated Charter of Registrant dated as of January 10, 1994, as
     filed  with  the  Tennessee  Secretary  of  State on  January  25,  1994 is
     incorporated  by reference from an exhibit to the 1997 Annual Report of the
     Registrant on Form 10-K for the year ended December 31, 1997

4.2  Articles of Amendment to the Charter of the Registrant  dated as of January
     28, 1994 as filed with the Tennessee Secretary of State on January 28, 1994
     is  incorporated  by reference from an exhibit to the 1996 Annual Report of
     the Registrant on Form 10-K for the year ended December 31, 1996

4.3  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of October 9, 1996, as filed with the Tennessee Secretary of
     State on October 10, 1996 is incorporated  herein by reference from exhibit
     1 to the  Registrant's  Registration  Statement  on Form 8-A filed with the
     Commission on October 11, 1996

4.4  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of November 17, 1997, as filed with the Tennessee  Secretary
     of State on November 18, 1997 is  incorporated  herein by reference from an
     exhibit to the 1997 Annual  Report of the  Registrant  on Form 10-K for the
     year ended December 31, 1997

4.5  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of November 17, 1997, as filed with the Tennessee  Secretary
     of State on November  18, 1997 is  incorporated  herein by  reference  from
     exhibit 4.1 to the  Registrant's  Registration  Statement on Form 8-A filed
     with the Commission on November 19, 1997

4.6  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of December 15, 1997, as filed with the Tennessee  Secretary
     of State on December 31, 1997 is  incorporated  herein by reference from an
     exhibit to the 1997 Annual  Report of the  Registrant  on Form 10-K for the
     year ended December 31, 1997

4.7  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of June 25, 1998, as filed with the  Tennessee  Secretary of
     State on June 30, 1998 is incorporated herein by reference from exhibit 4.3
     to the  Registrant's  Registration  Statement  on Form 8-A  filed  with the
     Commission on June 26, 1998

4.8  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     designating  and fixing the Rights and Preferences of a Series of Preferred
     Stock dated as of December 24, 1998, as filed with the Tennessee  Secretary
     of State on December 30, 1998 is  incorporated  herein by reference from an
     exhibit to the  Registrant's  Registration  Statement on Form S-8, File No.
     333-112469

4.9  Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     Designating  and Fixing the Rights and Preferences of a Series of Shares of
     Preferred  Stock dated as of October 11, 2002,  as filed with the Tennessee
     Secretary of State on October 14, 2002 is incorporated  herein by reference
     from  exhibit 4.2 to the  Registrant's  Registration  Statement on Form 8-A
     filed with the Commission on October 11, 2002

4.10 Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     Designating  and Fixing the Rights and Preferences of a Series of Shares of
     Preferred  Stock dated as October  28,  2002,  as filed with the  Tennessee
     Secretary of State on October 28, 2002 is incorporated by reference from an
     exhibit  to the  Registrant's  S-3/A,  File No.  333-112469  filed with the
     Commission on March 13, 2004

4.11 Articles of  Amendment to the Amended and  Restated  Charter of  Registrant
     Designating  and Fixing the Rights and Preferences of a Series of Shares of
     Preferred  Stock  dated as of August 7, 2003,  as filed with the  Tennessee
     Secretary of State on August 7, 2003 is  incorporated  by reference from an
     exhibit  to the  Registrant's  S-3/A,  File No.  333-112469  filed with the
     Commission on March 13, 2004

4.12 Bylaws of Registrant is incorporated herein by reference from an exhibit to
     the Registrant's Registration Statement on Form S-11/A filed on January 21,
     1994

4.13 Fourth Amended and Restated 1994 Restricted  Stock and Stock Option Plan of
     Registrant  is  incorporated  herein  by  reference  from  exhibit A to the
     Registrant's Proxy Statement for the Annual Meeting of Shareholders held on
     June 10, 2002

4.14 2004 Stock Plan of  Registrant  is  incorporated  herein by reference  from
     Appendix C to the  Registrant's  Proxy  Statement for the Annual Meeting of
     Shareholders held on Monday, May 24, 2004

5    Opinion of Bass, Berry & Sims PLC

23.1 Consent of KPMG LLP

23.3 Consent of Bass, Berry & Sims PLC (contained in Exhibit 5)

24.1 Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement)