EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



          This Eighth Amendment to Revolving Credit Agreement (the "Eighth

Amendment") is dated as of April 19, 2001, among MID-AMERICA APARTMENT

COMMUNITIES, INC. ("MAAC"), MID-AMERICA APARTMENTS, L.P. ("Mid-America"), the

financial institutions listed on SCHEDULE 1, as amended or supplemented from

time to time (the "Lenders"), AMSOUTH BANK, an Alabama banking corporation, as

Administrative Agent for the Lenders, its successors and assigns (in such

capacity, the "Administrative Agent"), and COMMERZBANK AG, NEW YORK AND GRAND

CAYMAN BRANCHES, as Co-Arranger and Syndication Agent.



                                    RECITALS



          A.     MAAC, Mid-America, certain Lenders and the Administrative Agent

entered into that certain Revolving Credit Agreement dated as of March 16, 1998,

executed in amendment and restatement of that certain Revolving Credit Agreement

among MAAC, Mid-America, the Administrative Agent and certain lenders, dated

November 20, 1997, as amended by First Amendment thereto dated as of May 15,

1998, by Second Amendment thereto dated as of October 1, 1998, by Third

Amendment thereto dated as of November 12, 1998, by Fourth Amendment thereto

dated as of March 31, 1999, by Fifth Amendment thereto dated as of May 28, 1999,

by Sixth Amendment thereto dated as of November 12, 1999, and by Seventh

Amendment thereto dated as of July 21, 2000 (as it may be amended further from

time to time, the "Agreement"). Unless otherwise defined in this Eighth

Amendment, capitalized terms shall have the meaning assigned to them in the

Agreement.



          B.     The Borrowers have requested that the Agreement be amended to

modify certain provisions of the Agreement.



          C.     The parties to the Agreement desire to execute this Eighth

Amendment to evidence the extension of the Maturity Date and the other

modifications.



                                    AGREEMENT



          NOW, THEREFORE, in consideration of the above Recitals, the parties

hereby agree as follows:



     1.   SECTION 1.1, The Loans, is hereby amended by deleting the amount of

          "$85,000,000" and replacing it with the amount of "$70,000,000".



     2.   SECTION 1.3, Commitments, is hereby amended by deleting the amount of

          "$85,000,000.00" and replacing it with the amount of "$70,000,000.00".



                                       1

{Page}



     3.   SECTION 1.11(a), Letter of Credit Fees, is hereby deleted in its

          entirety and replaced with the following:



     (a)  Letter of Credit Fees



          The Borrowers shall pay to the Lenders in accordance with their

          respective Proportionate Share an annual fee for the issuance of each

          Letter of Credit; and any such fee shall be paid annually in advance

          for the entire period of time that such Letter of Credit is

          outstanding (the "Letter of Credit Fee"). The Letter of Credit Fee

          described herein shall be paid as follows:



{Table}

{Caption}

ADVANCES UNDER SWING LINE FACILITY AND

NOTES PLUS LETTERS OF CREDIT/DEVELOPMENT               ADJUSTED NOI/ASSUMED       LETTER OF CREDIT

PROJECT COSTS PLUS VALUE OF STABILIZED PROPERTIES      DEBT SERVICE               FEE

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

                {S}                                    {C}                        {C}

                $55% but less than 57%                 $1.75 but less than 1.8    1.65%

                $52.5% but less than 55%               $1.8 but less than 1.9     1.55%

                $50% but less than 52.5%               $1.9 but less than 2.0     1.45%

                less than 50%                          $2.0                       1.05%

{/Table}



          If the calculation of the two covenants used to determine the Letter

of Credit Fee would result in two different Letter of Credit Fees, the higher

Letter of Credit Fee shall be deemed the applicable Letter of Credit Fee.



     4.   SECTION 1.11(c), Facility Fees, is hereby deleted in its entirety and

          replaced with the following:



     (c)  Facility Fee



          The Borrowers shall pay to the Lenders in accordance with their

          respective Proportionate Share an annual fee quarterly in arrears

          beginning April 19, 2001 (the "Facility Fee"). Said Facility Fee shall

          be in the amount of 15 basis points of the aggregate outstanding

          amount of the Loans.



     5.   The parties acknowledge that in determining compliance with the

          dividend payout ratio set forth in SECTION 6.7 of the Agreement, the

          amount of dividends paid and Funds from Operations shall be calculated

          on a rolling 12-month period.



     6.   SECTION 6.8, Other Financial Covenants, is hereby amended as follows:



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     (a)  Subsection (f) is hereby deleted in its entirety and replaced with the

          following (which change shall be reflected on the Debt Covenant

          Worksheet for Compliance Certificate, as appropriate):



          (f)    Beginning with the quarter ended June 30, 2001, permit the

                 ratio of Adjusted NOI for all Mortgaged Properties (based on

                 the prior three (3) months, annualized) to Assumed Debt Service

                 to be less than 1.75 to 1.0.



     (b)  Subsection (h) is hereby deleted in its entirety and replaced with the

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