<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, 1996             Commission File No. 0-1748



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



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




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


       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 13, 1996, 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, 1996 and
                December 31, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

             Consolidated Statements of Operations for the Three Months and
                Nine Months Ended September 30, 1996 and 1995   . . . . . . . . . . . . . . .      4

             Consolidated Statements of Cash Flows for the
                Nine Months Ended June 30, 1996 and 1995  . . . . . . . . . . . . . . . . . .      5

             Notes to Consolidated Financial Statements   . . . . . . . . . . . . . . . . . .      6

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


PART II - OTHER INFORMATION

   Item 5. - Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12

   Item 6. - Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . .     12

SIGNATURES    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     21

</TABLE>




                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                    September 30, 1996 and December 31, 1995

                                 (in thousands)

<TABLE>                                         
<CAPTION>                                       
                                                       September 30,           December 31,
                                                           1996                    1995     
                                                       -------------           ------------
                            ASSETS                     (unaudited)              (audited)
<S>                                                          <C>                   <C>          
Cash and cash equivalents                                    $   431               $  1,006     
Mortgage note receivable                                       2,750                  2,750     
Land held for sale or development                              4,986                  5,121     
Land under lease                                                 171                    171     
Other assets                                                     850                    674     
Income taxes receivable                                            7                     -      
                                                             -------               --------     
                                                             $ 9,196               $  9,722     
                                                             =======               ========     
                                                                                                
                    LIABILITIES AND STOCKHOLDERS' EQUITY                                        
                                                                                                
Accounts payable - trade                                     $    93               $    129     
Accrued expenses                                                 596                    658     
Income taxes payable                                              -                      78     
Convertible mortgage note payable due                                                           
  to related party                                             5,064                  5,064     
Deferred income taxes                                             26                     26     
                                                             -------               --------     
                                                               5,779                  5,955     
                                                             -------               --------     
                                                                                                
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                                           (4,474)                (4,124)    
                                                             -------               --------     
                                                                                                
    Total stockholders' equity                                 3,417                  3,767     
                                                             -------               --------     
                                                                                                
                  TOTAL                                      $ 9,196               $  9,722     
                                                             =======               ========     
                                                
</TABLE>

See Notes to Consolidated Financial Statements.





                                       3
<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,
                                                    1996             1995              1996              1995   
                                                 -----------      ----------         ---------         --------
<S>                                                 <C>            <C>                <C>              <C>
Revenues:
   Sales of real estate                             $    411       $  4,800           $    411         $  6,810
   Lease income                                           32             38                 98              115     
   Interest and other income                              75            103                220              246  
                                                    --------       --------           --------         --------
        Total revenues                                   518          4,941                729            7,171 
                                                    --------       --------           --------         --------

Costs and Expenses:
   Cost of real estate sold:
       Improved and unimproved land                      160          1,552                160            2,113
       Commissions & other expenses                       17            357                 17              437 
   Selling, general and administrative                   132            245                493              721
   Interest cost                                         136            200                409              802
                                                    --------       --------           --------         --------
        Total costs and expenses                         445          2,354              1,079            4,073     
                                                    --------       --------           --------         --------

Income (loss) before provision for income taxes           73          2,587               (350)           3,098
Provision for income taxes                                -              -                  -                - 
                                                    --------       --------           --------         --------

   Net income (loss)                                $     73       $  2,587           $   (350)        $  3,098  
                                                    ========       ========           ========         ========

Net loss per common share                           $    .02       $    .38           $   (.06)        $    .45
                                                    ========       ========           ========         ========
Average number of
   common and common
   equivalent shares outstanding                       6,893          6,893              6,893            6,893   
                                                    ========       ========           ========         ========

</TABLE>



See Notes to Consolidated Financial Statements.





                                       4
<PAGE>   5

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the nine months ended September 30, 1996 and 1995
                                  (unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                   1996                   1995   
                                                                                ----------             ----------
<S>                                                                              <C>                    <C>
Cash flows from operating activities:
Net (loss) income                                                                $    (350)             $   3,098
                                                                                 ---------              ---------
   Adjustments to reconcile net (loss) income to net
      cash used for operating activities:
      Depreciation and amortization                                                     19                    118
      Net gain on sales of real estate                                                (235)                (4,579)
      Increase in other assets and other receivables                                  (195)                  (254)
      Decrease in income taxes receivable                                               (7)                    -
      Change in deferred income taxes                                                   -                     (45)
      Decrease in income taxes payable                                                 (78)                    -
      Decrease in accounts payable
          and accrued expenses                                                         (97)                  (316)
                                                                                 ---------              ---------
          Total adjustments                                                           (594)                (5,076)
                                                                                 ---------              ---------
          Net cash used for operating activities                                      (943)                (1,978)
                                                                                 ---------              ---------
Cash flows from investing activities:
   Additions to land held for sale or development                                      (25)                   (92)
   Proceeds from the sale of land held for sale
      or development                                                                   394                  5,383
   Purchase of equipment                                                                (1)                    - 
                                                                                 ---------              ---------
          Net cash provided by
          investing activities                                                         368                  5,291
                                                                                 ---------              ---------
Cash flows from financing activities:
   Proceeds from mortgage notes payable                                                 -                   1,707
   Principal payments of mortgage
      notes payable                                                                     -                  (4,283)
   Increase in restricted cash                                                          -                    (216)
                                                                                 ---------              ---------
      Net cash used for
           financing activities                                                          0                 (2,792)
                                                                                 ---------              ---------

Net (decrease) increase in cash and cash equivalents                                  (575)                   521
Cash and cash equivalents at beginning
   of period                                                                         1,006                    244
                                                                                 ---------              ---------
Cash and cash equivalents at end of period                                       $     431              $     765
                                                                                 =========              =========

</TABLE>
See Notes 3 and 4 for non-cash activities.
See Notes to Consolidated Financial Statements





                                       5
<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,
1995.

         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, 1996.


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 three months and nine months ended
September 30, 1996 and 1995, common stock equivalents have been excluded from
the computation since their effect would be antidilutive.


Note 3 - Land Held for Sale or Development

         During  May, 1995, the Company sold 6.12 acres of vacant land at the
northwest intersection of Major Boulevard and Vineland Road in Orlando, Florida
to Bara Vineland, Inc for $2,100,000.  The Buyer had previously made a $50,000
deposit which became non-refundable during December, 1994.  Additional cash in
the amount of $650,000 was received at closing and was used to retire Company
debt and for operations.  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 during October, 1995 for $1,234,000.  The difference
between the original amount of the promissory note and the satisfaction amount
has been included in cost of real estate sold.

                                  (Continued)





                                       6
<PAGE>   7

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)


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


         During August, 1995, the Company sold 12.95 acres of multi-family land
located at the northeast corner of Cason Cove Road and Mission Road in Orlando
for $1,000,000 to National HealthCare, L.P.  The sales price was paid in cash
at closing.  Proceeds from the sale were used to retire Company debt and for
Company operations.

         During September, 1995, the Company sold 10.36 acres of commercial
land located at the northeast intersection of Interstate 4 and Kirkman Road in
Orlando to Cracker Barrel Old Country Store, Inc. ("Cracker Barrel") for
$6,280,000.  The Company received $2,700,000 cash at closing plus a $3,580,000
mortgage which was due in two equal payments, one in April 1996 and the other
in April 1997.  On March 27, 1996, Cracker Barrel formally notified the Company
of its intent to default on the mortgage note and reconvey the property to the
Company.  Consequently, the Company recorded the sale of only 4.0 acres of land
for $2,700,000 during 1995 and included the cost of the remaining 6.36 acres of
land subject to the sale as "Land held for sale or development" at December 31,
1995.  Approximately $2,000,000 of the net proceeds was used to repay company
debt.

         During September, 1995, the Company sold 1.38 acres of commercial land
located at the northwest corner of the intersection of Conroy Road and Vineland
Road in Orlando for $750,000 to San Alto Construction for the construction of a
7-11.  The sales price was paid in cash at closing.  Proceeds from the sale
were used to retire company debt and for company operations.

         During September, 1995, the Company sold 1.06 acres located at the
southeast corner of Vineland Road and Major Boulevard in Orlando to Orlando
Foods, Ltd. for the construction of a Wendy's fast food restaurant for
$350,000.  The sales price was paid in cash at closing.

         During February, 1996, the Company signed a contract for approximately
$403,000, for approximately 2.31 acres of commercial property located at the
northwest corner of the intersection of Conroy Road and Vineland Road in
Orlando.  The sale closed in September, 1996.  The sales price was paid in cash
at closing.  Approximately $240,000 of the net proceeds was  used to repay
company debt.

         During August, 1996, the Company signed a contract for approximately
$1,050,000, for the sale of approximately 2.5 acres of commercial property
located on the west side of Major Boulevard in Orlando.  The Buyer made a
$40,000 deposit and had a 90 day inspection period to determine if it wished to
proceed with the contract.  On October 15, 1996, the Company received notice
from the Buyer it was cancelling the contract.  The deposit was refunded to
the Buyer.





                                       7
<PAGE>   8

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)

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

         During September, 1996, the Company signed two contracts for the sale
of multi-family land in the southwestern sector of Orlando.  One contract is
for approximately 55 acres gross (17 acres net) in the amount of $1,800,000.
The other contract is for approximately 43 acres gross (15 acres net) in the
amount of $1,350,000.  The Buyer has a 60 day inspection period during which it
may cancel one or both of the contracts.  The sales are contingent on the Buyer
obtaining the necessary permits and approvals from the City of Orlando.  If the
Buyer proceeds with the contracts, the closings would be anticipated in May,
1997.

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.  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 25, 1992, Acceptance Insurance Companies, Inc.
("Acceptance"), f/k/a Stoneridge Resources, Inc., the Company's principal
shareholder, acquired two promissory notes made by the Company in 1990 in favor
of The Major Group, Inc. ("Major Group"), at that time a 51% owned subsidiary
of Acceptance.

         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 the two promissory notes acquired by
Acceptance from Major Group in the aggregate amount of $103,000, including
accrued interest, fund the interest reserve of $770,000 on the Company's
mortgage loan with Citizens Fidelity Bank and Trust Company, now known as PNC
Bank, Kentucky, Inc. (the "PNC Bank Note"), 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.

         During October, 1995, Acceptance acquired the PNC Bank Note and
entered into a debt restructuring agreement with the Company for the Company's
$5,064,000 debt to Acceptance ($747,000 due from the February 1995, loan plus
the outstanding balance of approximately $4,317,000 of the PNC Bank Note).  The
interest rate on the restructured loan

                                  (Continued)





                                       8
<PAGE>   9

                   MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)

Note 4 - Related Party Transactions continued:

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 the certain notes and mortgages payable to
the Company from third parties.  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, is convertible into 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 is collateralized by a first
mortgage on substantially all of the Company's property.

         On April 12, 1996, the Company received permission from Acceptance to
defer the quarterly interest payments due to Acceptance in 1996 in the event
the Company's cash flow is insufficient to make such payments, pending the
receipt of funds from the sale of additional properties or other sources.  All
such deferred interest payments must be paid no later than January 2, 1997.
The quarterly interest due for the quarter ended September 30, 1996, was
$126,000 and has been accrued.  During September, 1996 the Company paid
Acceptance $240,000 which was applied to the deferred interest due from the
first two quarters of 1996.  The total accrued unpaid interest as of September
30, 1996 was $137,000.

         David L. Treadwell, the Company's Chairman of the Board and Chief
Executive Officer, is also a member of the board of directors of Acceptance.
Mr. Treadwell performs services pursuant to an employee lease agreement (the
"Agreement") with Heritage Network, Incorporated ("Heritage"), his primary
employer.  To assist the Company's cash flow, Heritage agreed to a deferral of
$75,000 of the $100,000 annual fee due under the Agreement, pending the closing
of future property sales or other transactions.  Under three amendments to the
Agreement, the original term of the Agreement was extended through March 31,
1996, and, beginning on December 31, 1994, interest on all deferred amounts at
the rate of twelve percent (12%) per annum began to accrue.  Under a fourth
amendment to the Agreement effective April 1, 1996, the fee to Heritage is
reduced to $25,000 per annum, payable monthly, plus a success fee of .5% with
respect to transactions consummated during the term of the Agreement and
transactions contracted for which are closed within a specified period of time
after termination of the Agreement.  The renewal extends the term of the
Agreement until March 31, 1997.

         On February 13, 1996, the Company paid Heritage $142,000, which
included the deferred payment due as of December 31, 1995, in the amount of
$131,000, and interest accrued in the amount of $11,000 as of the same date.





                                       9
<PAGE>   10

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

RESULTS OF OPERATIONS

         NET LOSS

         The Company recorded net income of $73,000, or $.02 per share for the
three months ended September 30, 1996, as compared to net income of $2,587,000,
or $.38 per share for the same three month period in 1995.  The 1996 net income
was due to the fact the Company had a land sale during the period.  The 1995
net income for the same period was due to several land sales.

         REVENUES

         Approximately 79% of the Company's revenues for the three months ended
September 30, 1996, were generated by a land sale in the amount of $411,000,
with the remainder generated from interest on a mortgage note receivable and
payments under a ground lease.  Substantially all of the revenues for the same
three month period of 1995 were generated by several land sales.

         COSTS AND EXPENSES

         For the three months ended September 30, 1996, selling, general and
administrative costs were $132,000, as compared to $245,000 during the
comparable period of the prior year.  The decrease was due primarily to the
Company's efforts to keep operating and other costs at a minimum.

         Interest costs for the three months ended September 30, 1996, and
1995, were $136,000 and $200,000, respectively.  For the nine months periods
ended September 30, 1996 and 1995, such costs were $409,000 and $802,000,
respectively.  The decreases were due to the reduction of the Company's
mortgage notes payable as a result of several land sales that occurred during
the third quarter of 1995, a portion of the proceeds of which were used to
reduce the Company's mortgage note payable.

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, 1996, the Company was indebted to Acceptance 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 $4,316,881 previously owed to Citizens
Fidelity Bank and Trust Company, now known as PNC Bank, Kentucky, Inc. ("PNC"),
which indebtedness was acquired by Acceptance immediately prior to the
restructuring.  The aggregate indebtedness of the restructured loan





                                       10
<PAGE>   11

is represented by a single promissory note, due May 1, 1998, unless there is a
change in control of the Company prior to such time, in which event the
maturity of the loan will be accelerated.  The interest rate on the
restructured loan is prime plus 1.5%, and interest is payable quarterly in
arrears.  Subject to the Company's right to prepay the note, the outstanding
principal amount of the note (or any portion thereof), plus accrued but unpaid
interest, is convertible into common stock of the Company 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 Company's indebtedness to Acceptance is secured by a first
mortgage on substantially all of the Company's property, including the certain
notes and mortgages payable to the Company from third parties.  The accrued
interest due on January 1, 1996, was $106,391.  This amount was paid on January
17, 1996.  See "Note 4 - Related Party Transactions" to Notes to Consolidated
Financial Statements.  The Company has obtained permission to defer the
quarterly interest payments due in 1996 to Acceptance on its $5.1 million
mortgage note in the event the Company's cash flow is insufficient to make such
payments, pending the receipt of funds from the sale of additional properties
or other sources.  Accordingly, the Company did not make the $126,000 quarterly
interest payments due on April 1, July 1 or October 1, 1996.  In September,
1996, the Company made a payment to Acceptance in the amount of $240,000 which
was applied to the deferred interest due from the first two quarters of 1996.
The balance of the deferred interest as of September 30, 1996, was $137,000.
All such deferred interest amounts must be paid no later than January 2, 1997.

         During September, 1995, the Company sold 10.36 acres of commercial
land located in Orlando, Florida, to Cracker Barrel Old Country Store, Inc.
("Cracker Barrel") for $6,280,000.  The Company received $2,700,000 cash at
closing plus a non-interest bearing $3,580,000 non-recourse purchase money
promissory note and mortgage providing for two equal payments, one in April
1996 and the other in April 1997.  On March 27, 1996, the Company received
written notification from Cracker Barrel of its intent to default on the
mortgage note and reconvey the property to the Company.  The mortgaged property
was reconveyed to the Company by deed recorded on June 21, 1996.

         Under an amendment to the employee lease agreement with Heritage
Network, Incorporated ("Heritage"), effective April 1, 1996, pursuant to which
David L. Treadwell provides services to the Company as its Chairman of the
Board and Chief Executive Officer, the fee to Heritage was reduced to $25,000
per annum, payable monthly, plus a success fee of .5% with respect to
transactions consummated during the term of the Agreement and transactions
contracted for which are closed within a specified period of time after
termination of the Agreement.  The renewal extends the term of the Agreement
until March 31, 1997.  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 that, with reduced operations and the deferrals
previously described, the Company has sufficient capital to allow it to
continue to meet its obligations through December 31, 1996.  Thereafter,
operations will depend upon the Company's ability to obtain additional capital
through joint venture arrangements, additional loans, sales of additional
securities or additional properties, or some combination of the foregoing.  All
deferred interest payments due to Acceptance on its $5.1 million loan, which
are estimated to be approximately $260,000 as of January 2, 1997, must be paid
no later than that date.  There can be no assurance that the Company





                                       11
<PAGE>   12

will be able to secure sufficient funds to make such interest payments when
due.  The loan from Acceptance will be due on May 1, 1998, and there can be no
assurance that the Company will be able to secure sufficient funds to repay or
refinance this loan.


                          PART II - OTHER INFORMATION


Item 5. - Other

         None


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>




                                      12
<PAGE>   13

<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>




                                      13
<PAGE>   14

<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>


                                       14
<PAGE>   15

<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).

      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).

</TABLE>



                                      15

<PAGE>   16
<TABLE>
      <S>       <C>
      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).

      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).
</TABLE>




                                      16
<PAGE>   17

<TABLE>
      <S>       <C>
      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).

      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).

</TABLE>



                                       17
<PAGE>   18

<TABLE>
      <S>       <C>
      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 an exhibit 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 an exhibit
                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 (previously filed as an exhibit to the Company's Quarterly Report on Form 10-QSB
                for the quarter ended September 30, 1995).

      10.57     Purchase Money Mortgage and Promissory Note for $3,580,000 from Cracker Barrel Old Country
                Store, Inc., a Kentucky corporation, in favor of Major Realty Corporation, dated September
                1, 1995 (previously filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
                the quarter ended September 30, 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
                (previously filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1995).

      10.59     Sixth Amendment to Loan Agreement, dated as of October 18, 1995, by the Company and
                Acceptance Insurance Companies Inc. (previously filed as an exhibit to the Company's
                Quarterly Report on Form 10-QSB for the quarter ended September 30, 1995).
</TABLE>




                                      18
<PAGE>   19

<TABLE>
      <S>       <C>
      10.60     Mortgage and Note Modification Agreement, dated as of October 18, 1995, by the Company and
                Acceptance Insurance Companies Inc. (previously filed as an exhibit to the Company's
                Quarterly Report on Form 10-QSB for the quarter ended September 30, 1995).

      10.61     Indemnity Agreement, dated as of April 1, 1994, between the Company and Development
                Consultants of Orlando, Inc. (previously filed as Exhibit 10.61 to the Company's Annual
                Report on Form 10-KSB for the fiscal year ended December 31, 1995).

      10.62*    Amendment No. 1 to Consultant Services Agreement, dated as of April 1, 1995, between the
                Company and Development Consultants of Orlando, Inc. (previously filed as Exhibit 10.62 to
                the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995).

      10.63*    Amendment No. 3 to Employee Lease Agreement, dated April 1, 1995, between the Company,
                Heritage Network Incorporated and David L. Treadwell (previously filed as Exhibit 10.63 to
                the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995).

      10.64*    Amendment No. 4 to Employee Lease Agreement, dated as of April 1, 1996, between the Company,
                Heritage Network Incorporated and David L. Treadwell (previously filed as Exhibit 10.64 to
                the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995).

      27        Financial Data Schedule (for SEC use only)

</TABLE>

--------------
 *  MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.





                                       19
<PAGE>   20

         (b)     Reports on Form 8-K

                 Report on Form 8-K dated September 23, 1996, announcing the
                 Company signing two contracts for the sale of multi-family
                 land in the southwestern sector of Orlando.  One contract is
                 for approximately 55 acres gross (17 acres net) in the amount
                 of $1,800,000.  The other contract is for approximately 43
                 acres gross (15 acres net) in the amount of $1,350,000.  The
                 Company also announced that it had signed a $1,050,000
                 contract for the sale of 2.5 acres of commercial land located
                 at the southwest intersection of Major Boulevard and
                 Orlando-Vineland Road in Orlando.  In addition, the Company
                 announced it had sold 2.34 acres of commercial land located at
                 the northwest intersection of Conroy Road and Vineland Road in
                 Orlando for $410,914.





                                       20
<PAGE>   21

                                   SIGNATURES


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


                                       MAJOR REALTY CORPORATION




  November 13, 1996                   By:  /s/ David L. Treadwell
----------------------                    --------------------------------
       Date                                     David L. Treadwell
                                                Chairman and CEO





                                       21
<PAGE>   22

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
    Exhibit                                                                                           Sequentially
    Number                                    Exhibit Description                                    Numbered Page
    ------                                    -------------------                                    -------------
      <S>       <C>                                                                                  <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).

      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).
</TABLE>



                                      22
<PAGE>   23

<TABLE>
      <S>       <C>
      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).

      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).
</TABLE>





                                      23
<PAGE>   24

<TABLE>
      <S>       <C>
      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).

      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).

</TABLE>




                                       24
<PAGE>   25

<TABLE>
      <S>       <C>
      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).

      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).

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<TABLE>
      <S>       <C>
      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).

      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).

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      <S>       <C>
      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).

      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 an exhibit 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 an exhibit to the Company's  Quarterly Report on Form
                10-QSB for the quarter ended June 30, 1995).

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                                      27
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<TABLE>
      <S>       <C>
      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 (previously filed as an exhibit to the
                Company's Quarterly Report on Form 10-QSB for the quarter ended September 30,
                1995).

      10.57     Purchase Money Mortgage and Promissory Note for $3,580,000 from Cracker Barrel
                Old Country Store, Inc., a Kentucky corporation, in favor of Major Realty
                Corporation, dated September 1, 1995 (previously filed as an exhibit to the
                Company's Quarterly Report on Form 10-QSB for the quarter ended September 30,
                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 (previously filed as an exhibit to the Company's
                Quarterly Report on Form 10-QSB for the quarter ended September 30, 1995).

      10.59     Sixth Amendment to Loan Agreement, dated as of October 18, 1995, by the
                Company and Acceptance Insurance Companies Inc. (previously filed as an
                exhibit to the Company's Quarterly Report on Form 10-QSB for the quarter ended
                September 30, 1995).

      10.60     Mortgage and Note Modification Agreement, dated as of October 18, 1995, by the
                Company  and Acceptance Insurance Companies Inc. (previously filed as an
                exhibit to the Company's Quarterly Report on Form 10-QSB for the quarter ended
                September 30, 1995).

      10.61     Indemnity Agreement, dated as of April 1, 1994, between the Company and
                Development Consultants of Orlando, Inc. (previously filed as Exhibit 10.61 to
                the Company's Annual Report on Form 10-KSB for the fiscal year ended
                December 31, 1995).

      10.62*    Amendment No. 1 to Consultant Services Agreement, dated as of April 1, 1995,
                between the Company and Development Consultants of Orlando, Inc. (previously
                filed as Exhibit 10.62 to the Company's Annual Report on Form 10-KSB for the
                fiscal year ended December 31, 1995).

      10.63*    Amendment No. 3 to Employee Lease Agreement, dated April 1, 1995, between the
                Company, Heritage Network Incorporated and David L. Treadwell (previously
                filed as Exhibit 10.63 to the Company's Annual Report on Form 10-KSB for the
                fiscal year ended December 31, 1995).

      10.64*    Amendment No. 4 to Employee Lease Agreement, dated as of April 1, 1996,
                between the Company, Heritage Network Incorporated and David L. Treadwell
                (previously filed as Exhibit 10.64 to the Company's Annual Report on Form
                10-KSB for the fiscal year ended December 31, 1995).

      27        Financial Data Schedule (For SEC use only)
</TABLE>

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    *  Management contract or compensatory plan or arrangement.





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