8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

                                 December 2, 2003
                Date of Report (Date of earliest event reported)

                    MID-AMERICA APARTMENT COMMUNITIES, INC.
               (Exact Name of Registrant as Specified in Charter)

        TENNESSEE                     1-12762                   62-1543819
(State of Incorporation)      (Commission File Number)       (I.R.S. Employer
                                                          Identification Number)

                         6584 POPLAR AVENUE, SUITE 300
                           MEMPHIS, TENNEESSEE 38138
                    (Address of principal executive offices)

                                 (901) 682-6600
              (Registrant's telephone number, including area code)

             (Former name or address, if changed since last report)

ITEM 5. Other Events

On December 2, 2003, the registrant  issued a press release  announcing the sale
of 400,000  shares of its common stock to RREEF  America LLC on behalf of itself
and  Scudder  RREEF Real  Estate  Fund II,  Inc.  The  release is attached as an
exhibit to this Current Report.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits

    (c) Exhibits

        Exhibit
        Number   Description
        -------  -----------------------------------
        10.1     Purchase Agreement with RREEF America LLC
        99.1     Press Release dated December 2, 2003


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                            MID-AMERICA APARTMENT COMMUNITIES, INC.

Date:  December 2, 2003     /s/Simon R.C. Wadsworth
                            Simon R.C. Wadsworth
                            Executive Vice President and Chief Financial Officer
                            (Principal Financial and Accounting Officer)

EX-10

EXHIBIT 10.1




                               PURCHASE AGREEMENT

     This Purchase Agreement (this  "Agreement"),  dated as of December 1, 2003,
is by and among RREEF  America  L.L.C.,  a Delaware  limited  liability  company
("RREEF"),  on behalf of itself and Scudder  RREEF Real Estate Fund II,  Inc., a
Maryland corporation (the "Purchaser"),  and Mid-America Apartment  Communities,
Inc. (the "Seller").

     WHEREAS, RREEF, as the Purchaser's investment adviser, desires to cause the
Purchaser to purchase from Seller,  and Seller  desires to issue and sell to the
Purchaser,  in the aggregate 400,000 shares of common stock of Seller, par value
$0.01 per share (the "Shares").

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the parties hereto agree as follows:

1.   Purchase and Sale. Subject to the terms and conditions hereof, RREEF hereby
     agrees to cause the Purchaser to purchase from Seller, and Seller agrees to
     issue and sell to the Purchaser,  the Shares at a price per share of $30.00
     for an aggregate purchase price of $12,000,000 (the "Purchase Price").

2.   Purchaser   Representations  and  Warranties.   RREEF,  on  behalf  of  the
     Purchaser, represents and warrants that:

     (a)  Due  Authorization.  The Purchaser is duly  authorized to purchase the
          Shares.  This  Agreement  has  been  duly  authorized,   executed  and
          delivered by the Purchaser,  or by RREEF on behalf of such  Purchaser,
          and  constitutes  a  legal,   valid  and  binding  agreement  of  such
          Purchaser,  or of  RREEF  on  behalf  of such  Purchaser,  enforceable
          against such  Purchaser in accordance  with its terms except as may be
          limited by (i) the effect of bankruptcy,  insolvency,  reorganization,
          moratorium  or other  similar laws relating to or affecting the rights
          or remedies of creditors or (ii) the  effect of general  principles of
          equity, whether enforcement is considered in a proceeding in equity or
          at law  and  discretion  of the  court  before  which  any  proceeding
          therefor may be brought.

     (b)  Prospectus  and  Prospectus  Supplement.  The  Purchaser,  or RREEF on
          behalf of such Purchaser,  has received a copy of Seller's  Prospectus
          dated September 9, 1998, and Prospectus  Supplement  dated December 1,
          2003 (collectively, the "Prospectus").

     (c)  Investment   Company.   The  Purchaser  is  a  closed-end   management
          investment company  registered  pursuant to the Investment Company Act
          of 1940, as amended.

3.   Representations  and Warranties of Seller.  Seller  represents and warrants
     that:

     (a)  Due Authorization.  This Agreement has been duly authorized,  executed
          and  delivered by Seller and  constitutes  a legal,  valid and binding
          agreement of Seller, enforceable against Seller in accordance with its
          terms  except as may be  limited  by  (i) the  effect  of  bankruptcy,
          insolvency, reorganization,  moratorium or other similar laws relating
          to or affecting the rights or remedies of creditors or (ii) the effect
          of general principles of equity,  whether enforcement is considered in
          a  proceeding  in  equity  or at law and the  discretion  of the court
          before which any proceeding therefor may be brought.

     (b)  Organization  and  Authority.  Seller has been duly  organized  and is
          validly  existing in good standing  under the laws of Tennessee,  with
          full power and authority to own or lease and occupy its properties and
          conduct its business as described in the Prospectus.

     (c)  Issuance  of the  Shares.  The  Shares  have  been  duly  and  validly
          authorized and, when issued and delivered  pursuant to this Agreement,
          will be fully paid and  nonassessable  and will be listed,  subject to
          notice of issuance, on the New York Stock Exchange effective as of the
          Closing (as defined in Paragraph 6 of this Agreement).

     (d)  No Restrictions,  Liens and Claims. When issued and delivered pursuant
          to this  Agreement,  the Shares  will be free and clear of any and all
          restrictions  on  transfer,   liens,   security   interests,   claims,
          encumbrances  and  assessments  of every kind and  nature  whatsoever,
          whether   arising  by   agreement,   operation  of  law  or  otherwise
          (collectively,  "Encumbrances") except to the extent such Encumbrances
          are created by Purchaser or RREEF or are described in the Prospectus.

     (e)  Registration. The Shares have been duly registered with the Securities
          and  Exchange  Commission   pursuant  to  an  effective   registration
          statement of which the Prospectus is a part.

     (f)  Absence of Conflicts. The execution,  delivery and performance of this
          Agreement and the consummation of transactions  contemplated herein do
          not and will not result in the  creation  or  imposition  of any lien,
          charge or encumbrance upon any property or assets of the Seller.

4.   Representation  and Warranty of RREEF.  RREEF  represents and warrants that
     (a) it is an investment  adviser duly  registered  with the  Securities and
     Exchange  Commission under the Investment Advisers Act of 1940, as amended;
     (b) it has been duly  authorized to act as investment  adviser on behalf of
     the  Purchaser;  and (c) it has the power and  authority to enter into this
     Agreement on behalf of the Purchaser.

5.   Conditions to  Obligations of the Parties.  The  obligations of the parties
     hereto to consummate the transactions  contemplated by this Agreement shall
     be subject to the satisfaction or waiver at or prior to the Closing Time of
     the following conditions:

     (a)  each of the representations and warranties of the parties hereto shall
          be true and correct in all respects; and

     (b)  at Closing (as defined  below),  the Purchaser shall have received the
          favorable  opinion of counsel to the Seller and a  certificate  of the
          officers of the Seller, dated as of the Closing, in form and substance
          reasonably satisfactory to the Purchaser.

6.   Closing.  The  transactions  contemplated  hereby shall be  consummated  on
     December 3, 2003 (such time and date of payment and  delivery  being herein
     called the "Closing") on a delivery versus payment basis in accordance with
     the "DTC ID System" through  Jefferies & Company,  Inc., or any appropriate
     affiliate thereof (with each party to pay a commission of $.01 per share to
     Jefferies & Company, Inc.).

7.   Governing  Law. This  Agreement  shall be construed in accordance  with and
     governed by the substantive laws of the State of New York.

8.   Entire Agreement.  This Agreement  constitutes the entire agreement between
     the parties  hereto with  respect to the  subject  mater  hereof and may be
     amended only in a writing that is executed by each of the parties hereto.

9.   Counterparts. This Agreement may be executed in separate counterparts, each
     of which shall be deemed an original,  and all of which  together  shall be
     deemed to constitute one and the same instrument.

10.  Fees and  Expenses.  Each of the parties  hereto shall pay its own fees and
     expenses  incident to the  negotiation,  preparation  and execution of this
     Agreement, including attorneys', accountants' and other advisors' fees.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered as of the date first above written.


                  Seller

                  Mid-America Apartment Communities, Inc.

                  By:
                            /s/ Leslie Wolfgang
                            Leslie B.C. Wolfgang
                            Vice President and Corporate Secretary


                  RREEF America L.L.C., on behalf of itself and on behalf of
                  Scudder RREEF Real Estate Fund II, Inc.

                  By:
                            /s/ Mark Zeisloft
                            Mark D. Zeisloft
                            Managing Director

EX-99

EXHIBIT 99.1

Memphis, TN. Mid-America Apartment Communities, Inc. (NYSE: MAA) announced today
the sale of  400,000  shares of its common  stock to RREEF  America,  L.L.C.  on
behalf of itself and Scudder  RREEF Real Estate Fund II, Inc. Net proceeds  from
the sale,  after  deducting  expenses,  are  expected  to be  approximately  $12
million.  . The sale is being made  pursuant  to the  Company's  existing  shelf
registration  statement  previously  filed with, and declared  effective by, the
Securities  and  Exchange  Commission.  Proceeds  from the sale  will be used to
partially  fund the  acquisition of Lighthouse  Court,  a new 501-unit  up-scale
apartment  community  located in  Jacksonville,  FL which the Company expects to
acquire on December 3, 2003.  Lighthouse  Court is a newly  developed  apartment
community  within  the new  golf  course  community  of  Fleming  Island  in the
Jacksonville  metro. Spread over 48 acres, the community offers residents resort
style  amenities,  large upscale unit interiors  averaging 1,110 square feet and
detached garages.

Eric Bolton,  Chairman and CEO, said "The  acquisition  of  Lighthouse  Court is
another step towards deploying additional capital in new up-scale properties, in
high growth  markets,  that we believe will deliver robust  earnings growth over
the next 10 years and  continue to balance our  diversified  portfolio in large,
middle and small tier  markets  throughout  the stable  southeast  and  mid-west
regions of the country. We have a strong and experienced  management team in the
Jacksonville area and this newest addition will further enhance our productivity
in the market."

"By partially  financing the acquisition with a pre-committed and cost efficient
direct stock sale,  we have been able to avoid any dilution to current  dividend
coverage  while  continuing to position the balance sheet for stronger  earnings
and  dividend  coverage in 2004 and beyond.  This  transaction  is  accretive to
current shareholder value and continues our focus on growing value and improving
current  dividend  coverage  through  disciplined new growth and positioning the
portfolio for improving market conditions."

Mid-America Apartment Communities is a NYSE traded multifamily REIT specializing
in  the  acquisition,  redevelopment  and  management  of  apartment  properties
throughout the southeast and south central US with 35,233 units under  ownership
and management. For further details, please refer to our website at www.maac.net
or contact Simon R. C.  Wadsworth at  901/682-6668,  ext. 105. 6584 Poplar Ave.,
Suite 300, Memphis, TN 38138.

Certain matters in this press release may constitute  forward-looking statements
within the meaning of Section 27-A of the Securities Act of 1933 and Section 21E
of the Securities and Exchange Act of 1934. Such statements include, but are not
limited to, statements made about  anticipated  market  conditions,  anticipated
acquisitions,   redevelopment  opportunities,  and  property  financing.  Actual
results and the timing of certain  events  could  differ  materially  from those
projected in or contemplated by the  forward-looking  statements due to a number
of factors,  including a downturn in general economic  conditions or the capital
markets,  competitive  factors  including  overbuilding  or other  supply/demand
imbalances  in some or all of our markets,  changes in interest  rates and other
items that are difficult to control, as well as the other general risks inherent
in the  apartment  and real estate  businesses.  Reference is hereby made to the
filings of  Mid-America  Apartment  Communities,  Inc.,  with the Securities and
Exchange  Commission,  including quarterly reports on Form 10-Q, reports on Form
8-K, and its annual report on Form 10-K, particularly including the risk factors
contained in the latter filing.