MID-AMERICA APARTMENT COMMUNITIES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS





I.       Introduction



II.      Conflicts of Interest



         A.       Introduction



         B.       General Policy



         C.       Serving  as  a  Director, Officer or Employee of a Non-Company

                  Business



         D.       Potential Conflicts by Family and Friends



         E.       Political Activities



III.     Corporate Opportunities



         A.       Prohibition on Taking Company Corporate Opportunities



         B.       Understanding Permissible Business Gifts



IV.      Confidentiality and Preservation of Records



V.       Business Conduct and Fair Dealing



         A.       General Policy



         B.       Relationships with Competitors



         C.       Relationships with Residents



VI.      Protection and Use of Company Property



         A.       Company Property



         B.       Use of Technology



VII.     Compliance with Laws, Rules and Regulations



         A.       General



         B.       Integrity of Company Records



         C.       Compliance with Insider Trading Laws



         D.       Fair Employment Practices



         E.       Government Requests



VIII.    Additional  Provisions  Applicable  to  the Chief Executive Officer and

         Senior Financial Officers



IX.      Compliance with and Implementation of Business Code of Conduct



         A.       General



         B.       Questions Regarding Code



         C.       Determination of Violations



         D.       Request for Waivers



         E.       Good Faith Reporting of Wrongdoing



X.       Disclaimer of Employment Contract



XI.      Reservation of Rights



XII.     Certification

{PAGE}



                     MID-AMERICA APARTMENT COMMUNITIES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS



I.       INTRODUCTION



     Mid-America  Apartment  Communities,  Inc. (the  "Company") is committed to

achieving  high  standards  of business  and  personal  and ethical  conduct for

itself, its Directors and all personnel.  Through performance in accordance with

these standards,  the Company, its Directors and all of its employees will merit

and enjoy the respect of one another, the business community,  our shareholders,

our residents, our vendors, and the public.



     It is  the  personal  responsibility  of all  Directors  and  employees  to

acquaint  themselves  with all  legal  and  policy  standards  and  restrictions

applicable  to their  duties and  responsibilities,  and to  conduct  themselves

accordingly.  Over and above the strictly legal aspects involved,  all Directors

and  employees  are expected to observe high  standards of business and personal

ethics in the  discharge  of their  duties.  This Code of  Business  Conduct and

Ethics (the "Code") is designed to help ensure that these things occur.



     This  Code  applies  to  all   Directors  and  employees  of  the  Company.

"Employees" means an officer or employee of the Company and its affiliates,  and

it includes Executive Officers,  unless otherwise stated.  Certain parts of this

Code may apply  specifically  to  "Executive  Officers,"  and are so  indicated.

"Executive Officer" means a member of the Company's  management so designated by

resolution  of the Board.  All  employees and Directors are required to read and

understand this Code, and compliance with the conduct  policies set forth herein

is required of all personnel.



     This Code  supercedes  and replaces in its  entirety  our previous  Code of

Conduct  for  Officers  and  Employees  and  is  intended  to  comply  with  the

requirements of the New York Stock Exchange and the  Sarbanes-Oxley Act of 2002.

Directors  and  employees   are   encouraged  to  report   violations  of  laws,

regulations,  or this Code using the  processes  described in Article IX of this

Code. The Company will not permit retaliation against Directors or employees for

reports made in good faith.



II.      CONFLICTS OF INTEREST



A.       Introduction



     For  purposes  of our  Code,  a  "conflict  of  interest"  occurs  when  an

individual's  private  interests  interfere in a material way or appear from the

perspective  of a  reasonable  person to  interfere  in a material  way with the

interests  of the  Company as a whole.  A conflict  situation  can arise when an

employee or Director  takes actions or has interests  that may make it difficult

to perform his or her responsibilities objectively and effectively.  Ordinarily,

a conflict  exists  when an  outside  interest  could  actually  or  potentially

influence  the  judgment  or  actions  of an  individual  in the  conduct of the

Company's  business.  Conflicts  of interest  may also arise when an employee or

Director or a member of his or her family,  receives  improper personal benefits

as a  result  of his or her  position  with  the  Company.  Notwithstanding  the

foregoing,  accepting  things of value in accordance  with Section III.B of this

Code shall not constitute the receipt of improper personal benefits.



B.       General Policy



     The  Company  must have the  confidence  of its  residents  and the public.

Directors and employees must avoid conflicts or the appearance of conflicts,  as

discussed  above.  Specifically,  employees  should avoid any outside  financial

interests  that  might  conflict  with the  Company's  interests.  Such  outside

interests could include, among other things:



     1.   Personal  or  family   financial   interests  in  or  indebtedness  to

          enterprises that have business relations with the Company.



     2.   Acquiring any interest in outside entities, properties, etc., in which

          the Company has an interest or potential interest.  This would include

          stock in businesses being  considered for acquisition,  or real estate

          or possible new or expanded operations.



     3.   Conduct of any  business not on behalf of the Company with any vendor,

          supplier, resident or agency or any of their officers or employees.



     4.   Sale of Company  property to employees or  Directors.  There should be

          sensitivity  to possible  criticism  of the  Company,  employees,  and

          Directors on the grounds of self-dealing for personal  advantage.  For

          this  reason,  no employee  or  Director  may  purchase  any  property

          directly or indirectly from the Company or any of its  subsidiaries or

          affiliates except when that property has been authorized for such sale

          by the Chief  Executive  Officer or the Chief Financial  Officer.  The

          Chief  Executive   Officer  and  Chief   Financial   Officer  will  be

          responsible for ascertaining,  or establishing procedures or standards

          for ensuring,  a fair price which shall be no less than which would be

          paid by a willing buyer who is not affiliated with the Company.



     5.   Sale/disposition  of Company  property to third parties.  Special care

          must be taken to avoid the  appearance  of  favoritism  in  selling or

          otherwise  disposing of Company  property to individuals or businesses

          not related to the Company. The sale or donation of any asset having a

          market value between  $1,000 and $10,000 must be approved by the Chief

          Executive  Officer  or the  Chief  Financial  Officer  or the Board of

          Directors, if the donee or purchaser is related to the Chief Executive

          Officer or Chief Financial Officer. All cash donations shall be to the

          Company's  captive  charity,  Open Arms  Foundation,  unless otherwise

          approved  by  the  Chief  Executive  Officer.  The  acceptance  of any

          gratuity or fee for such placement is expressly  prohibited.  The sale

          of the Company's business assets, including real estate, should at all

          times be in accordance with the policies  adopted from time to time by

          the Board of  Directors  and  should be  approved  by the Board  where

          appropriate or required by such policies.



     Employees should report any material transaction or relationship that could

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