<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  FORM 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended September 30, 1995              Commission File No. 0-1748



                           MAJOR REALTY CORPORATION 
                           ------------------------
       (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                                                 <C>
                          DELAWARE                                                                 59-0898509            
-----------------------------------------------------------------                   -------------------------------------
(State or other jurisdiction of incorporation or organization                        (I.R.S. Employer Identification No.)



        5728 MAJOR BOULEVARD, ORLANDO, FLORIDA                                                        32819              
-------------------------------------------------------                             -------------------------------------
          (Address of principal executive offices)                                                  (Zip Code)

</TABLE>

       Registrant's Telephone Number, Including Area Code:  407/351-1111

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.   
YES   X     NO 
    ----       ----

At November 10, 1995, 6,893,378 shares of common stock of the issuer were
outstanding.

Transitional Small Business Disclosure Format (Check One): Yes     No  X
                                                               ---    ---

================================================================================
                                        
<PAGE>   2



                                     INDEX


<TABLE>
<CAPTION>
                                                                                                  Page No.
                                                                                                  --------
<S>                                                                                               <C>
PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

             Consolidated Balance Sheets at September 30, 1995 and
                December 31, 1994   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1

             Consolidated Statements of Income for the
                Nine Months Ended September 30, 1995 and 1994   . . . . . . . . . . . . . . .      2

             Consolidated Statements of Cash Flows for the
                Nine Months Ended September 30, 1995 and 1994   . . . . . . . . . . . . . . .      3

             Notes to Consolidated Financial Statements   . . . . . . . . . . . . . . . . . .      4

   Item 2 - Management's Discussion and Analysis of Financial
             Condition and Results of Operations    . . . . . . . . . . . . . . . . . . . . .     10


PART II - OTHER INFORMATION


   Item 5. - Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     13

   Item 6. - Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . .     13


SIGNATURES        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22
    
</TABLE>
<PAGE>   3

                         ITEM I - FINANCIAL INFORMATION

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                    September 30, 1995 and December 31, 1994

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                              September 30,          December 31,
                                                                                   1995                  1994     
                                                                              -------------          -------------
                            ASSETS                                             (unaudited)              (audited)
<S>                                                                            <C>                    <C>
Cash and cash equivalents                                                      $       765            $       244
Restricted cash                                                                        252                     36
Mortgage note receivable                                                             7,640                  2,750
Land held for sale or development                                                    4,474                  7,038
Land under lease                                                                       171                    171
Other assets                                                                           647                    513
                                                                               -----------            -----------
                                                                               $    13,949            $    10,752
                                                                               ===========            ===========

                                           LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable - trade                                                       $        84            $       101
Accrued expenses                                                                     1,056                  1,311
Deferred income                                                                         -                      50
Mortgage notes payable                                                               5,463                  8,038
Deferred income taxes                                                                  104                    149
                                                                               -----------            -----------
                                                                                     6,707                  9,649
                                                                               -----------            -----------

Stockholders' equity:
  Series A Junior participating preferred stock -
    $1.00 par value; authorized, 80,000 shares,
    none outstanding                                                                    -                      -
  Common stock - $.01 par value; authorized,
    12,000,000 shares; issued and outstanding,                                                          
    6,893,378 shares                                                                    69                     69
Capital in excess of par value                                                       7,822                  7,822
Accumulated deficit                                                                   (649)                (6,788)
                                                                                 ---------              --------- 

    Total stockholders' equity                                                       7,242                  1,103
                                                                                 ---------              ---------

                  TOTAL                                                          $  13,949              $  10,752
                                                                                 =========              =========

</TABLE>

See Notes to Consolidated Financial Statements.


                                      1

<PAGE>   4

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)

                     (in thousands; except per share data)

<TABLE>
<CAPTION>
                                                                       
                                                                       
                                                                                                       
                                                                                                       

                                                           FOR THE THREE                    FOR THE NINE
                                                           -------------                    ------------
                                                           MONTHS ENDED:                    MONTHS ENDED:
                                                           ------------                     ------------ 
                                                   Sept. 30,      Sept. 30,          Sept. 30,        Sept. 30,
                                                     1995           1994                1995            1994  
                                                   ---------      ---------          ---------       ---------
<S>                                               <C>            <C>                 <C>             <C>
REVENUES:
  Sales of real estate                             $  8,380      $       -          $  10,390        $   3,618
  Lease income                                           38               40              115              135
  Interest income                                       100               68              235              201
  Other income                                            3               11               11               20
                                                   --------       ----------        ---------        ---------
    Total revenues                                    8,521              119           10,751            3,974
                                                   --------       ----------        ---------        ---------

COSTS AND EXPENSES:
  Cost of real estate sold:
    Improved and unimproved land                      2,095               11            2,656              771
    Commissions & other expenses                        357               -               437              266
  Selling, general and administrative                   241              197              717              664
  Interest cost                                         200              218              802              631
                                                  ---------       ----------        ---------        ---------
Total costs and expenses                              2,893              426            4,612            2,332
                                                  ---------       ----------        ---------        ---------

INCOME (LOSS) BEFORE PROVISION FOR
  INCOME TAXES                                        5,628             (307)           6,139            1,642
PROVISION FOR INCOME TAXES                               -                -                -               -  
                                                  ---------       ----------        ---------        ---------
  NET INCOME (LOSS)                               $   5,628       $     (307)        $  6,139        $   1,642
                                                  =========       ==========         ========        =========

NET INCOME (LOSS) PER COMMON SHARE                $     .82      $      (.04)        $    .89        $     .24
                                                  =========      ===========         ========       ==========

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                                  6,893            6,893            6,893            6,893
                                                  =========       ==========         ========         ========

</TABLE>

See Notes to Consolidated Financial Statements


                                       2
<PAGE>   5

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the nine months ended September 30, 1995 and 1994
                                  (unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                   1995                   1994   
                                                                                 ----------             ----------
<S>                                                                              <C>                    <C>
Cash flows from operating activities:
Net income                                                                        $  6,139              $   1,642
                                                                                  --------              ---------
   Adjustments to reconcile net income (loss) to net
      cash used for operating activities:
      Depreciation and amortization                                                    118                     71
      Net gain on sales of real estate                                              (7,297)                (2,592)
      Increase in other assets and other receivables                                  (252)                  (247)
      (Decrease) increase in accounts payable
          and accrued liabilities                                                     (321)                   214
      Change in deferred income taxes                                                  (45)                  (305)
                                                                                  --------              ----------
          Total adjustments                                                         (7,797)                (2,859)
                                                                                  --------              --------- 
          Net cash used for operating activities                                    (1,658)                (1,217)
                                                                                  --------              --------- 

Cash flows from investing activities:
   Additions to land held for sale or development                                      (92)                  (255)
   Proceeds from the sale of real estate, net                                        5,063                  3,238
                                                                                  --------              ---------

          Net cash (used for) provided by
          investing activities                                                       4,971                  2,983
                                                                                  --------              ---------

Cash flows from financing activities:
   Proceeds from mortgage notes payable                                              1,707                     -
   Principal payments of mortgage
      notes payable                                                                 (4,283)                (1,399)
   Decrease in land sales deposits                                                      -                    (100)
   Increase in restricted cash                                                        (216)                  (251)
                                                                                  --------              --------- 
      Net cash used for
           financing activities                                                     (2,792)                (1,750)
                                                                                  --------              --------- 

Net (decrease) increase in cash and cash equivalents                                   521                     16
Cash and cash equivalents at beginning
   of period                                                                           244                    297
                                                                                  --------              ---------
Cash and cash equivalents at end of period                                        $    765              $     313
                                                                                  ========              =========

</TABLE>

See Note 3 for non-cash activities.
See Notes to Consolidated Financial Statements


                                       3
<PAGE>   6

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)


Note 1 - Consolidated Financial Statements

        The interim consolidated financial statements for Major Realty
Corporation and its subsidiaries (the "Company") are unaudited and should be
read in conjunction with the financial statements and notes thereto contained
in the Company's Form 10-KSB Annual Report for the year ended December 31,
1994.

        In the opinion of management, all adjustments (which include only
normal recurring adjustments except as otherwise disclosed) necessary to
present fairly the financial position, results of operations and cash flows for
the interim periods reported herein have been made.  Interim financial
statements are not necessarily indicative of the results which may be reported
for the year ended December 31, 1995.

Note 2 - Per Share Data

        Per share data is computed by dividing net income (loss) by the
weighted average number of shares of common stock and common stock equivalents
outstanding during each period.  Common stock equivalents include shares
issuable on the exercise of stock options net of shares assumed to have been
purchased from the proceeds.  For the nine months ended September 30, 1995 and
1994, common stock equivalents have been excluded from the computation since
their effect would be antidilutive.

Note 3 - Land Held for Sale or Development

        During February, 1994 the Company sold 4.84 acres of commercial land
located at the intersection of Kirkman Road and Vineland Road near the entrance
to Universal Studios Florida to Bara Investments for $3,618,000.  The sales
transaction consisted of $2,125,000 cash plus a 30-day $1,493,000 mortgage
which was paid in full during March, 1994.  The net proceeds from the sale were
used for company operations and for the payment of company debt.


                                  (Continued)


                                       4
<PAGE>   7

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)

Note 3 - Land Held for Sale or Development (continued)

        During October, 1994, the Company signed a $240,000 contract for the
sale of 30,000 square feet of vacant land near the corner of Conroy Road and
Vineland Road in Orlando, Florida.  The contract was canceled in September
1995.  The Buyer was unable to obtain financing.

        During November, 1994, the Company signed a $2,100,000 contract for the
sale of approximately five acres of vacant land at the northwest intersection
of Major Boulevard and Vineland Road in Orlando, Florida.  The Buyer made a
$50,000 deposit which became non-refundable during December, 1994, and the
transaction closed on May 5, 1995.  Additional cash in the amount of $650,000
was received at closing and was used to retire company debt and for opera-
tions.  The balance of the purchase price, $1,310,000, was represented by a
promissory note originally due in May, 1996.  The note was satisfied at a
discount on October 18, 1995 for $1,234,000.

        During November, 1994, the Company signed a $925,000 contract for the
sale of 2.26 acres of commercial land located at the northwest corner of the
intersection of Conroy Road and Vineland Road in Orlando.  The contract
subsequently was modified to provide for the sale of 1.38 acres of land for a
purchase price of $750,000.  The sale closed on September 8, 1995.  The sales
price was paid in cash at closing.  Proceeds from the sale were used to retire
company debt and for company operations.

        During December, 1994, the Company signed a contract for $2,040,000,
subsequently adjusted to $1,800,000, for approximately 55 acres gross (17 acres
net) of multi-family land located on Vineland Road at the Florida Turnpike in
Orlando.   The contract was cancelled in April, 1995 when the Buyer informed
the Company that it was unable to satisfy the conventional financing
contingency.

        During January, 1995, the Company signed a $6,280,000 contract for sale
of 10.36 acres of commercial land located at the northeast intersection of
Interstate 4 and Kirkman Road in Orlando.  The Buyer made an additional escrow
deposit on April 30, 1995 and the six months "free look" period expired on July
31, 1995.  The Company received $3,640,000 cash at closing on September 1,
1995, plus a $3,580,000 mortgage which will be due in two equal payments, one
in April 1996 and the other in April 1997.  Approximately $2,000,000 of the net
proceeds was used to repay company debt and the remainder has been and will be
used for company operations.

                                  (Continued)


                                       5
<PAGE>   8

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)

Note 3 - Land Held for Sale or Development (continued)

        During April, 1995, the Company signed a $1,000,000 contract for sale
of 12.95 acres of multi-family land located at the northeast corner of Cason
Cove Road and Mission Road in Orlando.  The transaction was closed on August
18, 1995, and the sales price was paid in cash at closing. Proceeds from the
sale were used to retire company debt and for company operations.

        During June, 1995, the Company executed an agreement for the purchase
of 1.06 acres located at the southeast corner of Vineland Road and Major
Boulevard in Orlando for $350,000.  The transaction closed on September 25,
1995, and the sales price was paid in cash at closing.

Note 4 - Related Party Transactions

        On March 25, 1992, the Company entered into a loan agreement (the "Loan
Agreement") with Valassis Enterprises, L.P. ("Enterprises"), a Delaware limited
partnership controlled by George F. Valassis, a 9.7% shareholder, pursuant to
which Enterprises made a loan in the amount of $3 million, a substantial
portion of which was used by the Company to pay 1991 real estate taxes due on
March 31, 1992.  During 1994, the Company made payments on this obligation
aggregating $665,000 including accrued interest of $63,000.  Charlotte Drake
Apartments, Inc. ("Apartments"), a Maryland corporation and affiliate of Allied
Domecq Pension Funds, a 6.46% shareholder of the Company, participated in
Enterprises' loan to the Company pursuant to arrangements between it and
Enterprises.  There was no contractual relationship between the Company and
Apartments.

        On September 1, 1990, the Company entered into a Management and
Advisory Agreement (the "Agreement") with The Major Group, Inc. ("Major Group")
at that time a 51% owned subsidiary of Acceptance Insurance Companies Inc.
("Accep- tance"), f/k/a Stoneridge Resources, Inc., the Company's principal
shareholder, pursuant to which Major Group provided real estate advisory
services, as well as day-to-day managerial and administrative services and
personnel, to the Company.


                                  (Continued)


                                       6
<PAGE>   9

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)

Note 4 - Related Party Transactions continued:

         The Company entered into an agreement for settlement and termination
of the Agreement with Major Group in March, 1992 pursuant to which Major Group
accepted two promissory notes from the Company in the aggregate amount of
$1,515,000 ("Notes").  Interest costs on the Notes were $17,000 for 1994.
During 1994, the Company made payments aggregating $335,000 on the Notes
including accrued interest of $25,000.  On September 25, 1992, Major Group
assigned the Notes to Acceptance in connection with the settlement of certain
mortgage notes payable to Acceptance by Major Group and the merger of Major
Group and a wholly-owned subsidiary of Acceptance.

         The Company's obligations to Enterprises and Acceptance, as assignee
of Major Group, were collateralized by a second mortgage on the Core Area
Commercial property, the International/Republic Drive Area property, and the
Cypress Creek and Lakes Residential Area property, located in Orlando, Florida
(collectively the "Property").  Acceptance also held a third mortgage on the
Property.

         During February, 1995, the Company entered into a loan arrangement
with Acceptance whereby Acceptance acquired the Company's promissory note and
mortgage to Enterprises of $282,000, including accrued interest, and provided
additional funds which were used to repay two promissory notes in the aggregate
amount of $103,000, including accrued interest, held by Acceptance, fund the
$770,000 interest reserve required by PNC Bank, Kentucky Inc. ("PNC"), the
Company's primary lender, pay real estate taxes in the amount of $327,000, pay
loan closing and extension costs of $75,000 and provide working capital of
approximately $43,000.  The aggregate indebtedness to Acceptance in connection
with these transactions was $1,600,000, represented by a single promissory note
due in January, 1996, which provided for interest, at the rate of twelve
percent (12%) per annum, to accrue monthly and be paid at maturity.  Subject to
the Company's right to repay the note, the outstanding principal amount of the
note (or any portion thereof), plus accrued but unpaid interest, was
convertible into the Company's common stock at the option of Acceptance at any
time upon 20 days prior notice, based upon a price per share equal to the
average closing price of the common stock during the 30-day period immediately
preceding the date of Acceptance's notice of its election to convert.  The note
to Acceptance was collateralized by a second mortgage on substantially all of
the Company's property.


                                  (Continued)


                                       7
<PAGE>   10

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)

Note 4 - Related Party Transactions continued:

         During October, 1995, Acceptance acquired from PNC a note made by the
Company with an outstanding balance of approximately $4,316,831, the first
mortgage securing the note and other associated loan documents.  The
indebtedness to PNC was due on January 31, 1996.  On October 18, 1995, the
Company entered into a debt restructuring agreement with Acceptance, for the
Company's $5,064,144 debt to Acceptance ($747,313 due from the February 1995
loan plus the PNC Note).

         The interest rate on the restructured loan is prime plus 1.5%, and
interest is payable quarterly in arrears.  The maturity of the loan, which
prior to the restructuring was January 31, 1996, was extended to May 1, 1998,
unless there is a change in control prior to such time, in which event the
maturity of the loan will be accelerated.  The Company's  indebtedness to
Acceptance is secured by a first mortgage on substantially all of the Company's
property, including certain notes and mortgages payable to the Company from
third parties.  The restructured loan extended the maturity and improved the
Company's cash flow through the elimination of the PNC interest reserve.

         On March 26, 1992, the Board of Directors elected David L. Treadwell
to the Board of Directors and appointed him as Chairman of the Board and Chief
Executive Officer of the Company.  The Company entered into an agreement (the
"Employee Lease Agreement") with Heritage Network, Incorporated ("Heritage"),
Mr. Treadwell's primary employer, pursuant to which the Company agreed to pay
Heritage $100,000 per year for Mr. Treadwell's services as Chief Executive
Officer ("the Annual Fee").  The Employee Lease Agreement was subsequently
amended to defer 75% of the Annual Fee incurred from April 1, 1994 through
March 31, 1995, and Heritage has agreed informally to continue the deferral
until December, 1995.  Interest accrues on the deferred amount at 12% per
annum, beginning December 31, 1994.  At September 30, 1995, the Company owed
Heritage $120,400 under the Employee Lease Agreement, including $7,900 in
interest.  In addition, the Company reimburses Mr. Treadwell for all reasonable
travel expenses including transportation to and from his home city of
Southgate, Michigan.  The Company has also granted Mr. Treadwell options to
purchase 200,000 shares of common stock.


                                       8
<PAGE>   11

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)

Note 5 - Other

         During October, 1995, the Company settled litigation relating to a
condominium project in Orlando, Florida, The Townes of Southgate, developed by
Major Development Company ("MDC"), a wholly-owned, now dissolved, subsidiary of
the Company.

         The condominium association sought damages in excess of $1.5 million
relating to defects in the construction of the project, together with interest,
costs and attorneys fees, against the Company, MDC, and the individual members
of MDC's last board of directors.  Under the terms of the settlement agreement
approved by the Circuit Court for Orange County, Florida, the Company agreed,
without acknowledging any liability, to make installment payments totalling
$596,000 to the plaintiff.  The Company previously had accrued reserves for a
substantial portion of the settlement amount, and the net financial impact on
the Company is expected to be less than $100,000.


                                       9
<PAGE>   12

Item 2. -        Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

RESULTS OF OPERATIONS

         NET INCOME

         The Company recorded a net income of $5,628,000, or $.82 per share,
for the three months ended September 30, 1995, as compared to a net loss of
$307,000, or ($.04) per share, for the same three month period in 1994.  The
1995 net income was derived from four property sales comprised of 12.77 acres
of commercial land and 12.95 acres of multifamily land, for an aggregate of
$8,380,000 in sales.  The cost basis of such real property was $2,095,000,
resulting in a net gain to the Company of $6,285,000.  The 1994 net loss was
due to the fact the Company had no land sales during the period.

         REVENUES

         Substantially all of the Company's revenues for the three months ended
September 30, 1995, were generated by land sales, as described above.

         COSTS AND EXPENSES

         For the three months ended September 30, 1995, selling, general and
administrative costs were $241,000, as compared to $197,000 during the
comparable period of the prior year.  The increase was primarily due to
professional fees incurred in connection with the consideration of a potential
transaction, expenses of a Board of Directors meeting held during the quarter
and engineering and permitting pertaining to land held by the Company.

         Interest costs for the three months ended September 30, 1995 and
September 30, 1994 were $200,000 and $218,000, respectively.  For the nine
months periods ended September 30, 1995 and September 30, 1994, interest costs
were $802,000 and $631,000, respectively.  The decrease for the three months is
due to the reduction in debt as a result of the four land sales during the
period.  The increase for the nine months is due primarily to an increase in
the prime rate and the average outstanding balance of the debt due to the
additional monies advanced to the Company by Acceptance.  See "Note 4 - Related
Party Transactions" to Notes to Consolidated Financial Statements.


                                       10
<PAGE>   13

FINANCIAL CONDITION AND LIQUIDITY

         The Company relies on internal sources of capital to meet its
operating and debt service requirements.  Current internal sources of funds are
cash on hand, proceeds from land sales and lease payments.  Due to adverse
economic conditions prevalent in the real estate and financial markets,
development activities with respect to the Company's properties have been
significantly reduced, with none of the Company's properties currently
designated for any significant above-ground development activity.

         On September 30, 1995, the Company was indebted to Citizens Fidelity
Bank and Trust Company, now known as PNC Bank, Kentucky, Inc. ("PNC"), in the
amount of $4,717,000, under a revolving credit facility.  Loan modification
agreements with PNC were executed on January 31, 1995, extending the maturity
of this credit facility until January 31, 1996.  A $38,500 fee was paid to the
lender in connection with the extension of the loan facility.  The interest
rate on outstanding loans under the facility is prime plus 1.5%.  The agreement
also requires the maintenance of adequate reserves to assure that interest
obligations under the extended facility can be met.  Under the agreement,
reductions in the outstanding loan balance were deferred pending the
consummation of certain land sales.  The Company's indebtedness to PNC is
secured by a first mortgage on substantially all of the Company's property,
including the Chavez and the Cracker Barrel Mortgages.

         The Company is indebted to Acceptance, a 33% shareholder of the
Company, pursuant to a loan restructure arrangement entered into on October 18,
1995, in the amount of $5,064,144, comprised of $747,313 due to Acceptance
under the terms of a February 1995 restructuring and $4,316,831 previously owed
to PNC, which indebtedness was acquired by Acceptance immediately prior to the
restructuring.  See "Note 4 - Related Party Transactions" to Notes to
Consolidated Financial Statements.

         The interest rate on the restructured loan is prime plus 1.5%, and
interest is payable quarterly in arrears.  The maturity of the loan is May 1,
1998, unless there is a change in control prior to such time, in which event
the maturity of the loan will be accelerated.  The Company's  indebtedness to
Acceptance is secured by a first mortgage on substantially all of the Company's
property, including certain notes and mortgages payable to the Company from
third parties.  The restructured loan extended the maturity of the prior PNC
and Accceptance loans, and improved the Company's cash flow through the
elimination of the PNC interest reserve, thereby allowing the Company greater
flexibility in its operations.

         David L. Treadwell, the Company's Chairman of the Board and Chief
Executive Officer, performs services pursuant to an Employee Lease Agreement
with Heritage Network, Incorporated, Mr. Treadwell's primary employer.
Currently, payment of 75% of the $100,000 Annual Fee is being deferred through
December 31, 1995, with interest at 12% on the deferred amounts from December
31, 1994.  At September 30, 1995, the Company owed Heritage $120,400 under the
Employee Lease Agreement.  See "Note 4 - Related Party Transactions" to Notes
to Consolidated Financial Statements.

         The Company's operations are dependent upon its ability to generate
sufficient cash flow to meet its obligations and operating costs on a timely
basis.  Management believes the Company has sufficient capital to allow it to 



                                       11
<PAGE>   14

continue to meet its obligations at least through the second quarter of 1996
from the property sales that occurred during the quarter ended September 30,
1995 and restructuring of Company debt.  Thereafter, operations and the ability
to make the quarterly interest payments due under the Company's $5.1 million
loan from Acceptance will depend upon the Company's ability to obtain
additional capital through a merger, sales of additional securities or
additional properties, or some combination of the foregoing.  There can be no
assurance that the Company will be successful in any of such endeavors.

         In October 1995, the Company announced that its Board of Directors had
determined that it was in the best interests of the shareholders to seek a
merger partner or otherwise seek a transaction for the sale of the Company.
David L. Treadwell, Chairman of the Company, cited capital constraints limiting
the feasibility of independently developing the Company's existing properties
as a primary factor in the Board's decision to seek a merger or sale
transaction.


                                       12
<PAGE>   15

                          PART II - OTHER INFORMATION


Item 5. - Other


Item 6. - Exhibits and Reports on Form 8-K

         (a)     Exhibits

<TABLE>
<CAPTION>
    Exhibit
    Number                                           Exhibit Description
    ------                                           -------------------
      <S>       <C>
       3.1      Certificate of Incorporation of the Company, as amended (previously filed as an exhibit to
                the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1987 and as
                Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 1987).

       3.2      Bylaws of the Company, as amended (previously filed as an exhibit to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1990).

       4        Other instruments, notes or extracts from agreements defining the rights of holders of
                long-term debt of the Company or its subsidiaries have not been filed because (i) in each
                case the total amount of long-term debt permitted thereunder does not exceed 10% of the
                Company's consolidated assets, and (ii) the Company hereby agrees that it will furnish such
                instruments, notes and extracts to the Securities and Exchange Commission upon its request.

      10.1      Indemnity Agreement dated December 12, 1988, between the Company and James R. Heistand
                (previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1988).

      10.2      Indemnity Agreements between the Company and Marilyn M. Barnett, Harold J. Bresnan, Warren
                M. Cason, Charles L. Knight, Alvin L. Lawing, Jr., Francis E. Sawyer, George A. Smathers,
                Joseph H. Thomas, Edward W. Turville, Thomas E. Weaver and Stanley Weintraub.   The
                Agreements between the Company and Harold J. Bresnan, Warren M. Cason, Charles L. Knight,
                Alvin L. Lawing, Jr., Francis E. Sawyer, George A. Smathers, Joseph H. Thomas, Edward W.
                Turville, Thomas E. Weaver and Stanley Weintraub are substantially identical in all material
                respects to the  Agreement between the Company and Marilyn M. Barnett (previously filed as an
                exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
                1987).

</TABLE>

                                       13
<PAGE>   16

<TABLE>
      <S>       <C>
      10.3      Form of Indemnity Agreement between the Company and its directors and certain officers, as
                utilized since December 12, 1988, (previously filed as an exhibit to the Company's Annual
                Report on Form 10-K for the year ended December 31, 1988).

      10.4*     Salary Continuation Agreement dated November 19, 1986, between the Company and Alvin  L.
                Lawing, Jr. (previously filed as an exhibit to the Company's Annual Report on Form 10-K for
                the fiscal year ended December 31, 1987).

      10.5      Agreements dated July 8, 1982, between the Company and Oxford Development Enterprises, Inc.,
                as amended (previously filed as an exhibit to Registration Statement Number 2-84680).

      10.6      Agreement dated  June 16, 1978,  between the  Company, American Television and Communications
                Corporation and others (previously filed as an exhibit to Registration Statement Number
                2-84680).

      10.7*     1990 Stock Option Plan (previously filed as an exhibit to the Company's Proxy Statement
                dated November 6, 1990, relating to the Annual Meeting held on November 30, 1990).

      10.8      Promissory Note dated April 30, 1991, given by Major Center, a Joint Venture, a Florida
                general partnership (formerly known as The Major-Pru Development Joint Venture), as Maker,
                to and in favor of The Prudential Insurance Company of America, as Payee, in the original
                principal sum of $31,000,000.00 (previously filed as an exhibit to the Company's Current
                Report on Form 8-K dated April 30, 1990).

      10.9      Mortgage and Security Agreement  securing the Promissory Note,  dated April 30, 1990, given by
                Major Center,  a Joint Venture,  a Florida general partnership, as Mortgagor,  to and in favor
                of The  Prudential Insurance  Company of  America, as Mortgagee, said  Mortgage and  Security
                Agreement being filed in  Orange County and Hillsborough  County, Florida (previously filed as
                an exhibit to the Company's Current Report on Form 8-K dated April 30, 1990).

      10.10     Assignment  of Leases and Rents dated April 30, 1990, given by  Major Center, a Joint Venture,
                a  Florida general  partnership,  to and  in favor  of The  Prudential  Insurance Company  of
                America, said  Assignment of Leases and  Rents being filed in  Orange County and Hillsborough
                County, Florida (previously filed as  an exhibit to the Company's  Current Report on  Form 8-K
                dated April 30, 1990).

      10.11     Assumption and  Indemnification Agreement dated April  30, 1990, by  and between the Company,
                MPJV Corporation, a Florida  corporation for the benefit  of The Prudential  Insurance Company
                of America,  a New  Jersey  corporation (previously  filed  as an  exhibit  to the  Company's
                Current Report on Form 8-K dated April 30, 1990).


</TABLE>

                                       14
<PAGE>   17

<TABLE>
      <S>       <C>
      10.12     Loan Agreement dated as  of October 11,  1989, between the Company and Citizens  Fidelity Bank
                and Trust Company  (now known as PNC Bank,  Kentucky, Inc.), Louisville, Kentucky  (previously
                filed as an exhibit  to the Company's Annual Report on  Form 10-K for the year ended  December
                31, 1989).

      10.13     Indemnification  Agreement  dated April  30,  1990,  by  and between  Major  Center,  a  Joint
                Venture,  a  Florida general  partnership, MPJV  Corporation, a  Florida corporation,  and The
                Prudential Insurance  Company of  America, a  New Jersey  corporation (previously filed  as an
                exhibit to the Company's Current Report on Form 8-K dated April 30, 1990).

      10.14     Mortgage  Deed and Security  Agreement granted October  11, 1989, by  the Company  in favor of
                Citizens  Fidelity Bank  and  Trust Company,  Louisville,  Kentucky  (previously  filed as  an
                exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1989).

      10.15     Security  Agreement dated  November 30,  1990, granted  by the Company  in favor  of Citizens
                Fidelity Bank and Trust Company,  Louisville, Kentucky (previously filed as an exhibit to  the
                Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).

      10.16     Amendment to Loan Agreement, dated as of November  30, 1990, between the Company  and Citizens
                Fidelity Bank and Trust Company,  Louisville, Kentucky (previously filed as  an exhibit to the
                Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).

      10.17     Second  Amendment to  Loan Agreement, dated as  of August 29,  1991, between  the Company and
                Citizens  Fidelity  Bank and  Trust  Company, Louisville,  Kentucky  (previously filed  as  an
                exhibit to the Company's  Annual Report on Form  10-K for  the fiscal year ended  December 31,
                1991).

      10.18     Amendment to Mortgage Deed  and Security  Agreement, dated  August 29, 1991,  granted by  the
                Company  in  favor  of  Citizens  Fidelity  Bank  and   Trust  Company,  Louisville,  Kentucky
                (previously filed as  an exhibit to the  Company's Annual Report on Form 10-K for  the fiscal
                year ended December 31, 1991).

      10.19     Loan Agreement,  dated as of  March 25, 1992,  between the Company  and Valassis Enterprises,
                L.P.  (previously filed  as an exhibit  to the Company's  Annual Report on Form  10-K for the
                fiscal year ended December 31, 1991).

      10.20     Agreement for  Settlement and Termination of  Management and Advisory  Agreement, dated as of
                March  25,  1992,  between the  Company and  The  Major Group,  Inc. (previously  filed  as an
                exhibit to  the Company's Annual Report  on Form  10-K for the fiscal  year ended December 31,
                1991).

      10.21     Note,  dated March  25, 1992,  given by  the  Company  to Valassis  Enterprises, L.P.,  in the
                original principal  sum of $3,000,000.00 (previously  filed as  an exhibit  to the  Company's
                Annual Report on Form 10-K for the fiscal year ended December 31, 1991).

</TABLE>

                                       15
<PAGE>   18

<TABLE>
      <S>       <C>
      10.22     Note, dated  March 25, 1992, given  by the Company  to The Major Group,  Inc. in the  original
                principal  sum of  $1,000,000.00 (previously  filed  as an  exhibit  to the  Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1991).

      10.23     Note, dated  March 25, 1992, given  by the Company  to The Major Group,  Inc. in the  original
                principal  sum of $514,581.00 (previously filed as an exhibit  to the Company's Annual Report
                on Form 10-K for the fiscal year ended December 31, 1991).

      10.24     Second Mortgage and Security Agreement,  dated as of March 25, 1992,  given by the Company to
                The  Major Group, Inc. and Valassis  Enterprises, L.P. (previously  filed as an exhibit to the
                Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991).

      10.25     Third Mortgage and Security  Agreement, dated as of  March 25, 1992,  given by the Company  to
                The Major Group, Inc. (previously filed  as an exhibit to the  Company's Annual Report on Form
                10-K for the fiscal year ended December 31, 1991).

      10.26     Hazardous  Materials Indemnification  Agreement,  dated  as of  March 25, 1992,  between  the
                Company  and Valassis  Enterprises, L.P.  (previously filed  as an  exhibit to  the  Company's
                Annual Report on Form 10-K for the fiscal year ended December 31, 1991).

      10.27     Hazardous  Materials Indemnification  Agreement,  dated  as of  March 25, 1992,  between  the
                Company  and The Major  Group, Inc. (previously  filed as an  exhibit to  the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1991).

      10.28     Citizens Agreement,  dated as of March  25, 1992,  among the  Company, Valassis  Enterprises,
                L.P., The Major Group, Inc., and Citizens Fidelity  Bank and Trust Company (previously  filed
                as an  exhibit  to  the Company's  Annual  Report on  Form  10-K for  the fiscal  year  ended
                December 31, 1991).

      10.29     Lenders  Agreement for  Administration of  and Joint  Action with  Respect to  Mortgages  from
                Major  Realty Corporation,  dated March 25,  1992, among  the Company,  Valassis Enterprises,
                L.P.  and The Major Group, Inc  (previously filed as an exhibit to the Company's Annual Report
                on Form 10-K for the fiscal year ended December 31, 1991).

      10.30     Agreement Regarding Extension  and Modification  of Promissory Note  dated April 21, 1992,  by
                and between  Major Centre, A Joint  Venture, a  Florida general  partnership, and  Prudential
                Insurance  Company of  America (previously  filed as  an exhibit  to the  Company's  Quarterly
                Report on Form 10-Q for the quarter ended June 30, 1992).

</TABLE>

                                       16
<PAGE>   19

<TABLE>
      <S>       <C>
      10.31     Agreement  Regarding Renewal, Extension  and Modification of Mortgage  and Security Agreement
                dated April 21,  1992, by  and  between Major  Centre,  A Joint  Venture,  a Florida  general
                partnership, and Prudential Insurance  Company of America (previously  filed as an  exhibit to
                the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992).

      10.32     Agreement for  Sale and  Purchase between  Major Centre,  a Florida  general partnership, the
                Company,  MPJV Corporation, a Florida  corporation, and Universal City Development Partners, a
                Florida  general  partnership  (previously  filed as  an  exhibit to  the  Company's Quarterly
                Report on Form 10-Q for the quarter ended June 30, 1992).

      10.33     Second  Mortgage  and Security  Agreement  dated June 30,  1992, by  Major Centre,  a Florida
                general partnership,  and the Company, in  favor of  Universal City  Development Partners,  a
                Florida  general partnership  (previously  filed as  an  exhibit to  the  Company's  Quarterly
                Report on Form 10-Q for the quarter ended June 30, 1992).

      10.34*    Employee Lease Agreement  executed as of  the 26th  day of March,  1992, between the  Company,
                Heritage Network Incorporated and David L. Treadwell (previously  filed as an exhibit to  the
                Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992).

      10.35*    Employment  Agreement  between  the  Company  and  Gary  E.  Jahraus  dated  January 20,  1993
                (previously filed as an exhibit to  the Company's Annual Report on  Form 10-KSB for the fiscal
                year ended December 31, 1992).

      10.36     Contract for Sale and  Purchase between Major  Center, A Joint Venture, formerly known  as The
                Major-Pru Development Joint  Venture, a Florida General  Partnership, and Chavez Properties, a
                Georgia general  partnership, dated February 2,  1993 (previously filed as an  exhibit to the
                Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992).

      10.37     Nonrecourse  Purchase   Money  Mortgage   by  Chavez   Properties-Garrison  Channel,  Limited
                Partnership, a Georgia limited partnership,  in favor of Major Center, A Joint Venture,  dated
                April 26, 1993 (previously filed as an exhibit to  the Company's Annual Report on  Form 10-KSB
                for the fiscal year ended December 31, 1993).

      10.38     Nonrecourse  Purchase Money  Promissory Note  for  $2,750,000 from  Chavez Properties-Garrison
                Channel, Limited  Partnership, a Georgia limited  partnership, in  favor of  Major Center,  A
                Joint Venture, dated April 26,  1993 (previously filed as an  exhibit to the Company's Annual
                Report on Form 10-KSB for the fiscal year ended December 31, 1993).

</TABLE>

                                       17
<PAGE>   20

<TABLE>
      <S>       <C>
      10.39     Amendment to  Mortgage Deed and Security  Agreement, dated January 31,  1994, granted  by the
                Company in favor  of PNC  Bank, Kentucky,  Inc., formerly  Citizens Fidelity  Bank and  Trust
                Company, Louisville, Kentucky (previously filed as an exhibit  to the Company's Annual  Report
                on Form 10-KSB for the fiscal year ended December 31, 1993)

      10.40     Second  Amendment to  Mortgage Note,  dated January 31, 1994,  by the  Company and  PNC Bank,
                Kentucky, Inc.,  formerly  Citizens Fidelity  Bank  and  Trust Company,  Louisville,  Kentucky
                (previously  filed as an exhibit to  the Company's Annual Report on Form 10-KSB for the fiscal
                year ended December 31, 1993).

      10.41     Third Amendment  to Loan  Agreement, dated  as of  January 31, 1994,  by the  Company and  PNC
                Bank,  Kentucky,  Inc.,  formerly  Citizens  Fidelity Bank  and  Trust  Company,  Louisville,
                Kentucky (previously filed as  an exhibit  to the Company's Amendment  No. 1 to Annual  Report
                on Form 10-KSB for the fiscal year ended December 31, 1993).

      10.42     Collateral Assignment  of Nonrecourse  Purchase Money Promissory  Note and Mortgage,  dated as
                of January 31,  1994, by Major Center, a  Florida joint venture partnership,  the Company and
                PNC  Bank, Kentucky, Inc. (previously filed as an exhibit to the  Company's Amendment No. 1 to
                Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993).

      10.43*    Consultant Services Agreement,  effective April 1, 1994, between the Company  and Development
                Consultants,  Inc. of  Orlando (previously  filed  as Exhibit 10.43  to the  Company's  Annual
                Report on Form 10-KSB for the fiscal year ended December 31, 1994).

      10.44*    Amendment No. 1 to Employee Lease  Agreement, as of the first day of April, 1994, between  the
                Company  and David  L. Treadwell (previously  filed as Exhibit 10.44 to  the Company's Annual
                Report on Form 10-KSB for the fiscal year ended December 31, 1994).

      10.45*    Option Agreement,  dated  as of  June 14,  1994, by  and  between the  Company and  David  L.
                Treadwell (previously  filed as Exhibit 10.45  to the Company's Annual Report  on Form 10-KSB
                for the fiscal year ended December 31, 1994).

      10.46*    Amendment  No. 2 to Employee Lease Agreement, as of January  1, 1995, between the Company and
                David L. Treadwell (previously filed as Exhibit 10.46 to the  Company's Annual Report on Form
                10-KSB for the fiscal year ended December 31, 1994).

      10.47     Amendment to Citizens  Agreement, dated as of the first day of February,  1995, among Valassis
                Enterprises,  L.P., Acceptance Insurance Companies  Inc., the Company and  PNC Bank, Kentucky,
                Inc., formerly  known  as  Citizens  Fidelity Bank  and  Trust  Company (previously  filed  as
                Exhibit 10.47 to  the  Company's Annual  Report on  Form 10-KSB  for  the fiscal  year  ended
                December 31, 1994).

</TABLE>

                                       18
<PAGE>   21

<TABLE>
      <S>       <C>
      10.48     Mortgage  Modification  and  Future   Advance  Agreement,  dated   February 1,  1995,  between
                Acceptance  Insurance Companies  Inc. and  the Company  (previously filed  as Exhibit 10.48 to
                the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994).

      10.49     Assignment of  Mortgage and Other  Security Documents, dated  January 25, 1995,  from Valassis
                Enterprises, L.P. to  Acceptance Insurance Companies Inc. (previously filed  as Exhibit 10.49
                to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994).

      10.50     Renewal and  Consolidation Promissory Note, dated  February 1, 1995, made  by the  Company in
                favor of Acceptance  Insurance Companies Inc. in the  original principal sum of  $1,600,000.00
                (previously  filed as Exhibit 10.50 to  the Company's  Annual Report  on Form 10-KSB  for the
                fiscal year ended December 31, 1994).

      10.51     Third Amendment  to Mortgage  Note, dated  January 31, 1995,  by the  Company  and PNC  Bank,
                Kentucky, Inc.,  formerly  Citizens Fidelity  Bank  and  Trust Company,  Louisville,  Kentucky
                (previously filed  as Exhibit 10.51  to the  Company's Annual Report  on Form  10-KSB for the
                fiscal year ended December 31, 1994).

      10.52     Fourth  Amendment to  Loan Agreement, dated  as of January 31, 1995,  by the  Company and PNC
                Bank,  Kentucky,  Inc.,  formerly  Citizens  Fidelity Bank  and  Trust  Company,  Louisville,
                Kentucky (previously  filed as Exhibit 10.52  to the  Company's Annual Report  on Form 10-KSB
                for the fiscal year ended December 31, 1994).

      10.53     Amendment to  Mortgage Deed and Security  Agreement, dated January 31,  1995, granted  by the
                Company  in favor of  PNC Bank,  Kentucky, Inc.,  formerly Citizens  Fidelity Bank  and Trust
                Company,  Louisville, Kentucky  (previously filed  as Exhibit 10.53  to the  Company's Annual
                Report on Form 10-KSB for the fiscal year ended December 31, 1994).

      10.54     Purchase  Money  Mortgage and  Promissory  Note for  $1,310,000 from  Bara Vineland,  Inc., a
                Florida corporation,  in favor of Major  Realty Corporation,  dated May  5, 1995  (previously
                filed as  Exhibit 10.54 to  the Company's  Quarterly Report  on Form 10-QSB  for the  quarter
                ended June 30, 1995).

      10.55     Collateral  Assignment  of  Nonrecourse  Purchase  Money Promissory  Note  and  Mortgage  for
                $1,310,000  from  Bara  Vineland, Inc.,  a  Florida  corporation,  in  favor  of Major  Realty
                Corporation,  dated  May  5,   1995,  to  PNC  Bank,   Kentucky,  Inc.  (previously  filed  as
                Exhibit 10.55  to  the Company's  Quarterly  Report  on  Form 10-QSB  for  the  quarter ended
                June 30, 1995).

      10.56     Fifth Amendment  to Loan Agreement, dated  as of  September 1, 1995, by  the Company  and PNC
                Bank,  Kentucky,  Inc.,  formerly  Citizens  Fidelity Bank  and  Trust  Company,  Louisville,
                Kentucky.
</TABLE>

                                       19
<PAGE>   22

<TABLE>
      <S>  <C>
      10.57     Purchase Money  Mortgage and  Promissory Note  for $3,580,000  from Cracker Barrel  Old County
                Store, Inc.,  a Kentucky corporation, in  favor of Major  Realty Corporation, dated September
                1, 1995.

      10.58     Restated and  Consolidated Promissory Note, dated  October 18, 1995, made  by the  Company in
                favor of Acceptance Insurance Companies Inc. in the original principal sum of $5,064,144.

      10.59     Sixth Amendment  to  Loan Agreement,  dated  as  of  October 18, 1995,  by  the  Company  and
                Acceptance Insurance Companies Inc.

      10.60     Mortgage and Note  Modification Agreement, dated as  of October 18, 1995, by  the Company and
                Acceptance Insurance Companies Inc.

      27        Financial Data Schedules (for SEC use only) 

         ---------------------------------------------------
         *  MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.
</TABLE>

                                       20
<PAGE>   23


          (b)    Reports on Form 8-K

                 Report on Form 8-K dated August 30, 1995, announcing the sale
                 of 12.95 acres of multi-family land in Orlando, Florida, to
                 National HealthCare L.P. for $1,000,000.  The sales
                 transaction was paid in cash at closing.  The receipts from
                 the sale will be used to reduce company debt and for company
                 operations.

                 Report on Form 8-K dated September 8, 1995, announcing (i) the
                 sale of 10.36 acres of commercial land in Orlando, Florida, to
                 Cracker Barrel Old Country Store for $6,280,000, and (2) the
                 sale of 1.38 acres of commercial land in Orlando, Florida,  to
                 Aseel, Inc. for $750,000.

                 Report on Form 8-K dated October 20, 1995, announcing that (1)
                 the Company's Board of Directors had determined that it was in
                 the best interests of the shareholders to seek a merger
                 partner or otherwise seek a transaction for the sale of the
                 Company; (2) the Company had entered into a debt restructuring
                 agreement with Acceptance Insurance Companies Inc. for the
                 Company's $5,064,144 debt to such lender; and (3) settlement
                 of The Townes of Southgate litigation for $596.000.


                                       21
<PAGE>   24

                                   SIGNATURES


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


                                      MAJOR REALTY CORPORATION
                                           (Registrant)




      November 13, 1995               By: /s/ David L. Treadwell         
------------------------------            -------------------------      
          Date                            David L. Treadwell, Chairman   
                                          (Chief Executive Officer and   
                                            Principal Financial Officer) 


                                       22