As Filed With the Securities and Exchange Commission on August 14, 2002

                        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.)

       6584 Poplar Avenue, Suite 300
            Memphis, Tennessee                       38138
               (901) 682-6600                      (Zip Code)
    (Address of Principal Executive Offices)


     Fourth Amended and Restated 1994 Restricted Stock and Stock Option Plan
                            (Full title of the plan)

                              Simon R.C. Wadsworth
                          6584 Poplar Avenue, Suite 300
                            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 950
                                Memphis, TN 38103

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                       Proposed      Proposed
Title of securities      Amount        maximum       maximum
to be registered         to be         offering      aggregate       Amount of
                       registered       price        offering      registration
                                      per share*       price*           fee
================================================================================
Common Stock,        850,000 shares    $ 24.39     $ 20,731,500      $1,907.30
par value
$.01 per share

* 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 August 8, 2002.
<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, 2001, as amended and restated;

b.   All other  reports of the  Registrant  filed  pursuant to Section  13(a) or
     15(d) of the Exchange Act since December 31, 2001; 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
July, 2002.

                                        MID-AMERICA APARTMENT COMMUNITIES, INC.

                                        By: /s/ 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 H. Eric Bolton, Jr. and Simon R. C. Wadsworth, and each
of them, 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

/s/ George E. Cates          Chairman of the Board                July 26, 2002
--------------------------   and Director
George E. Cates


/s/ H. Eric Bolton, Jr.      President and Chief Executive        July 25, 2002
--------------------------   Officer (Principal Executive
H. Eric Bolton, Jr.          Officer) and Director


/s/ Simon R.C. Wadsworth     Chief Financial Officer              July 22, 2002
--------------------------   (Principal Financial and
Simon R. C. Wadsworth        Accounting Officer) and Director


/s/ John F. Flournoy         Director                             July 24, 2002
--------------------------
John F. Flournoy


/s/ Robert F. Fogelman       Director                             August 2, 2002
--------------------------
Robert F. Fogelman


/s/ Alan B. Graf, Jr.        Director                             July 24, 2002
--------------------------
Alan B. Graf, Jr.


/s/ John S. Grinalds         Director                             July 26, 2002
--------------------------
John S. Grinalds


/s/ Ralph Horn               Director                             July 31, 2002
--------------------------
Ralph Horn


/s/ Michael S. Starnes       Director                             July 24, 2002
--------------------------
Michael S. Starnes

<PAGE>
                               INDEX TO EXHIBITS

Exhibit
 Number                                   Description
--------  -------------------------------------------------------------------
4.1       Amended and Restated Charter of Mid-America Apartment Communities,
          Inc. dated as of January 10, 1994, as filed with the Tennessee
          Secretary of State on January 25, 1994 (filed as an exhibit to the
          1997 Annual Report of the Registrant on Form 10-K for the year ended
          December 31, 1997 and incorporated herein by reference)

4.2       Articles of Amendment to the Charter of Mid-America Apartment
          Communities, Inc. dated as of January 28, 1994, as filed with the
          Tennessee Secretary of State on January 28, 1994
          (filed as an exhibit to the 1996 Annual Report of the Registrant on
          Form 10-K for the year ended December 31, 1996 and incorporated
          herein by reference)

4.3       Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter 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 (filed as Exhibit 1 to the Registrant's Registration Statement
          on Form 8-A filed with the Commission on October 11, 1996 and
          incorporated herein by reference)

4.4       Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter dated November 17, 1997, as filed with
          the Tennessee Secretary of State on November 18, 1997 (filed as an
          exhibit to the 1997 Annual Report of the Registrant on Form 10-K for
          the year ended December 31, 1997 and incorporated herein by
          reference)

4.5       Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter 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 (filed as Exhibit 4.1 to the Registrant's Registration
          Statement on Form 8-A filed with the Commission on November 19, 1997
          and incorporated herein by reference)

4.6       Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter dated December 15, 1997, as filed with
          the Tennessee Secretary of State on December 31, 1997 (filed as an
          exhibit to the 1997 Annual Report of the Registrant on Form 10-K for
          the year ended December 31, 1997 and incorporated herein by
          reference)

 4.7      Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter dated June 25, 1998, as filed with the
          Tennessee Secretary of State on June 30, 1998 (filed as Exhibit 4.3
          to the Registrant's Registration Statement on Form 8-A filed with
          the Commission on June 26, 1998 and incorporated herein by reference)

 4.8      Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter dated December 28, 1998, as filed with
          the Tennessee Secretary of State on December 28, 1998 (filed as an
          exhibit to the 1998 Annual Report of the Registrant on Form 10-K for
          the year ended December 31, 1998 and incorporated herein by
          reference)

 4.9      Bylaws of Mid-America Apartment Communities, Inc. (filed as an
          exhibit to the Registrant's Registration Statement on Form S-11/A
          filed on January 21, 1994 and incorporated herein by reference)

4.10      Mid-America Apartment Communities, Inc. Fourth Amended and Restated
          1994 Restricted Stock and Stock Option Plan  (filed as Exhibit A to
          the Registrant's Proxy Statement for the Annual Meeting of
          Shareholders held on June 10, 2002 and incorporated herein by
          reference)

  5       Opinion of Bass, Berry & Sims PLC

23.1      Consent of KPMG LLP

23.2      Consent of Bass, Berry & Sims PLC (contained in Exhibit 5)
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 19403}]
{"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": "333-98065", "film-number": "02732171"}, "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 August 14, 2002

                        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.)

       6584 Poplar Avenue, Suite 300
            Memphis, Tennessee                       38138
               (901) 682-6600                      (Zip Code)
    (Address of Principal Executive Offices)

     Fourth Amended and Restated 1994 Restricted Stock and Stock Option Plan
                            (Full title of the plan)

                              Simon R.C. Wadsworth
                          6584 Poplar Avenue, Suite 300
                            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 950
                                Memphis, TN 38103

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                       Proposed      Proposed
Title of securities      Amount        maximum       maximum
to be registered         to be         offering      aggregate       Amount of
                       registered       price        offering      registration
                                      per share*       price*           fee
================================================================================
Common Stock,        850,000 shares    $ 24.39     $ 20,731,500      $1,907.30
par value
$.01 per share

* 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 August 8, 2002.
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, 2001, as amended and restated;

b.   All other  reports of the  Registrant  filed  pursuant to Section  13(a) or
     15(d) of the Exchange Act since December 31, 2001; 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
July, 2002.

                                        MID-AMERICA APARTMENT COMMUNITIES, INC.

                                        By: /s/ 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 H. Eric Bolton, Jr. and Simon R. C. Wadsworth, and each
of them, 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

/s/ George E. Cates          Chairman of the Board                July 26, 2002
--------------------------   and Director
George E. Cates

/s/ H. Eric Bolton, Jr.      President and Chief Executive        July 25, 2002
--------------------------   Officer (Principal Executive
H. Eric Bolton, Jr.          Officer) and Director

/s/ Simon R.C. Wadsworth     Chief Financial Officer              July 22, 2002
--------------------------   (Principal Financial and
Simon R. C. Wadsworth        Accounting Officer) and Director

/s/ John F. Flournoy         Director                             July 24, 2002
--------------------------
John F. Flournoy

/s/ Robert F. Fogelman       Director                             August 2, 2002
--------------------------
Robert F. Fogelman

/s/ Alan B. Graf, Jr.        Director                             July 24, 2002
--------------------------
Alan B. Graf, Jr.

/s/ John S. Grinalds         Director                             July 26, 2002
--------------------------
John S. Grinalds

/s/ Ralph Horn               Director                             July 31, 2002
--------------------------
Ralph Horn

/s/ Michael S. Starnes       Director                             July 24, 2002
--------------------------
Michael S. Starnes
INDEX TO EXHIBITS

Exhibit
 Number                                   Description
--------  -------------------------------------------------------------------
4.1       Amended and Restated Charter of Mid-America Apartment Communities,
          Inc. dated as of January 10, 1994, as filed with the Tennessee
          Secretary of State on January 25, 1994 (filed as an exhibit to the
          1997 Annual Report of the Registrant on Form 10-K for the year ended
          December 31, 1997 and incorporated herein by reference)

4.2       Articles of Amendment to the Charter of Mid-America Apartment
          Communities, Inc. dated as of January 28, 1994, as filed with the
          Tennessee Secretary of State on January 28, 1994
          (filed as an exhibit to the 1996 Annual Report of the Registrant on
          Form 10-K for the year ended December 31, 1996 and incorporated
          herein by reference)

4.3       Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter 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 (filed as Exhibit 1 to the Registrant's Registration Statement
          on Form 8-A filed with the Commission on October 11, 1996 and
          incorporated herein by reference)

4.4       Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter dated November 17, 1997, as filed with
          the Tennessee Secretary of State on November 18, 1997 (filed as an
          exhibit to the 1997 Annual Report of the Registrant on Form 10-K for
          the year ended December 31, 1997 and incorporated herein by
          reference)

4.5       Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter 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 (filed as Exhibit 4.1 to the Registrant's Registration
          Statement on Form 8-A filed with the Commission on November 19, 1997
          and incorporated herein by reference)

4.6       Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter dated December 15, 1997, as filed with
          the Tennessee Secretary of State on December 31, 1997 (filed as an
          exhibit to the 1997 Annual Report of the Registrant on Form 10-K for
          the year ended December 31, 1997 and incorporated herein by
          reference)

 4.7      Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter dated June 25, 1998, as filed with the
          Tennessee Secretary of State on June 30, 1998 (filed as Exhibit 4.3
          to the Registrant's Registration Statement on Form 8-A filed with
          the Commission on June 26, 1998 and incorporated herein by reference)

 4.8      Mid-America Apartment Communities, Inc. Articles of Amendment to the
          Amended and Restated Charter dated December 28, 1998, as filed with
          the Tennessee Secretary of State on December 28, 1998 (filed as an
          exhibit to the 1998 Annual Report of the Registrant on Form 10-K for
          the year ended December 31, 1998 and incorporated herein by
          reference)

 4.9      Bylaws of Mid-America Apartment Communities, Inc. (filed as an
          exhibit to the Registrant's Registration Statement on Form S-11/A
          filed on January 21, 1994 and incorporated herein by reference)

4.10      Mid-America Apartment Communities, Inc. Fourth Amended and Restated
          1994 Restricted Stock and Stock Option Plan  (filed as Exhibit A to
          the Registrant's Proxy Statement for the Annual Meeting of
          Shareholders held on June 10, 2002 and incorporated herein by
          reference)

  5       Opinion of Bass, Berry & Sims PLC

23.1      Consent of KPMG LLP

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