EXHIBIT 13
                           1995 ANNUAL REPORT
                            TO SHAREHOLDERS

                                  16
<PAGE>

(Bull Run Corporation logo appears in the background of page)

                                    BULL RUN
                                  CORPORATION

                                        1
                                   DIVERSITY
                                       2
                                   LEADERSHIP
                                       3
                                     GROWTH
                                       4
                                   OPPORTUNITY





                               1995 ANNUAL REPORT

<PAGE>

(Bull Run Corporation logo appears in the background of page)


OBJECTIVE

Maximize  shareholder  value 
 
1 DIVERSITY

 through the  acquisition  and

2 LEADERSHIP

 development  of well managed

3 GROWTH

operating companies with 

4 OPPORTUNITY

excellent growth potential.



<PAGE>

Fellow stockholders,
1995 was a banner year for Bull Run Corporation.


We made great strides to add value to our Company through asset diversification,
strengthened leadership,  and operations growth. The accomplishments achieved in
1995 provide us the opportunity to further our efforts in 1996 and beyond.

DIVERSIFIED   ASSET  BASE--Early  in  1995,  Bull  Run  acquired  a  significant
investment  in  Host   Communications,   Inc.,  an   outstanding   company  with
extraordinary growth potential through its unique blend of marketing, collegiate
sports syndication,  printing,  publishing and management services.  Through the
exercise of warrants for HCI's common  stock,  Bull Run would become its largest
stockholder,  owning nearly 30% of HCI's outstanding  common shares, in addition
to owning 50% of HCI's 8% cumulative preferred stock acquired with the warrants.
With the  addition of HCI, we now have a  significantly  influential  investment
position  in  three  operating  companies,  one  of  which,  Datasouth  Computer
Corporation,  we own 100%. In 1995 our affiliate,  Gray Communications  Systems,
acquired a newspaper  operation and executed two definitive  purchase agreements
for the acquisition of three television stations. Gray now owns and operates six
television   stations,   three  newspapers  and  four  other  print  advertising
publishers.

STRONG LEADERSHIP--One  quality we value highly when considering investment in a
business is the strength of its management  team. We believe that within each of
our  affiliated  companies,  we  have a  highly-qualified,  industry-experienced
management team exemplified by their  respective Chief Executive  Officers --Jim
Busby at Datasouth,  Ralph Gabbard at Gray, and most recently,  Jim Host of Host
Communications.  Strong leaders, when positioned in opportunistic  environments,
breed success. In November 1994, you approved the addition of two new members to
our Board of  Directors--Jim  Busby and Hilton Howell,  increasing the number of
Bull Run board members to six. We welcome them to our Board and appreciate their
valuable contributions during 1995.

OPERATIONAL,  INVESTMENT AND MARKET VALUE  GROWTh--We  experienced  considerable
growth in 1995--in  operating revenue,  total assets and market  capitalization.
1995 was the second consecutive record revenue year for both Datasouth and Gray.
Datasouth's  revenue increased 22% over 1994; Gray's 61%. We invested a combined
$11.6 million in HCI and an  HCI-affiliated  company in 1995, plus an additional
$1.9 million in Gray common stock,  increasing our  investment  position in Gray
from 25.7% to 27.2%.  Our market  capitalization  increased  nearly 78% in 1995,
from $36 million as of December 31, 1994 to $64 million as of December 31, 1995.

FUTURE  OPPORTUNITIES--We  will strive to continue our rapid growth.  Already in
1996,  Gray has closed its  acquisition  of WRDW-TV in Augusta,  Georgia and, in
connection  with our purchase of a $10 million note from Gray,  we have obtained
warrants for additional  Gray common stock.  Gray is also expecting to close its
previously-announced  acquisition  of two additional  television  stations and a
communications  and paging business by September 1996.  Datasouth has introduced
two new  products  which will begin  contributing  to its revenue and  operating
profits in 1996,  furthering the diversification of its printer product line. We
will continue the pursuit of other growth  opportunities  for Datasouth  through
potential  acquisitions  or  alliances.   We  are  excited  about  HCI's  recent
investment in University Sports America ("USA"). USA is a recently-formed entity
which will assume some of HCI's  operations,  complementing  USA's marketing and
management  of  participatory  amateur  sporting  events,  such  as the  popular
"Hoop-It-Up" 3-on-3 basketball tournaments.


A new era for Bull Run Corporation began in July 1992.

A new direction.  A new focus. Much has been  accomplished  since then, and much
more is to be achieved.  We look  forward to the  challenges  and  opportunities
ahead.

Sincerely,  

/s/ Robert S. Prather, Jr.

Robert S.  Prather,  Jr.  
President and Chief Executive  Officer  

<PAGE>


                              BULL RUN CORPORATION


Bull Run Corporation,  originally a mining resource company  incorporated  under
the name Bull Run Gold Mines,  Ltd., sold its mining  interests in November 1990
and changed its name upon reincorporating in Georgia in December 1992, following
the acquisition of approximately 30% of Bull Run by Robinson-Prather Partnership
in July 1992. In 1993, Bull Run began a series of  acquisitions  and investments
in  undervalued,   well-managed   operating   companies  with  excellent  growth
potential.



                                     DIVERSITY

(Datasouth logo)            DATASOUTH COMPUTER CORPORATION

Datasouth   Computer   Corporation   ("Datasouth"),   Bull  Run's   wholly-owned
subsidiary,  designs, manufactures and markets heavy-duty dot matrix and thermal
printers for industrial  applications.  Datasouth  sells its products  through a
network of  approximately  60  distributors  worldwide and direct to high volume
major  accounts  primarily  in  the   transportation/travel,   health  care  and
manufacturing/distribution   industries.

Datasouth,  based in Charlotte,  NC, manufactures and markets three distinct dot
matrix printer product families--Performax, a cost effective alternative to the
line printer for high speed report printing; the mid-range XL series, for medium
volume  forms  printing  applications;  and  Documax(TM), introduced in 1993 as
Datasouth's first narrow carriage printer, offering a dual tractor feature which
allows automatic switching from one form to another.

Datasouth  also has developed a line of portable and desktop  thermal  printers,
the  FreeLiner(TM)  and,  new in  1996,  the  WinLiner products. These  are used
primarily for printing one packing or shipping label at a time, with the ability
to use a revolutionary  new label stock which has no silicone coated liner.  The
"linerfree"  stock offers  several  advantages  over  conventional  liner-backed
labels  including  more  printable  labels per roll,  superior  print  image and
durability, and elimination of label liner waste, resulting in lower cost of use
and greater efficiency.


Datasouth's  manufacturing  capabilities provide a strategic advantage over most
competitors.  Focusing  on  customer  response  time and high  quality  customer
service, Datasouth can provide quick, on-time product delivery while maintaining
low finished goods inventories by scheduling  product  configuration  each day--
not weeks or months in advance--and configuring each unit to meet changing order
requirements.  All assemblies,  including PC boards assembled by Datasouth,  and
raw  materials  are  pulled  through  to  replenish  stock   consumed,   thereby
eliminating unnecessary inventories and scheduling. Datasouth's warranty expense
is well under 1% of revenue,  evidencing  Datasouth's  quality  workmanship  and
designs.  Datasouth's  staff of product  engineers  are  currently  focusing  on
enhancements to existing products, as well as furthering the Company's strategic
efforts in thermal printing technology.

2
<PAGE>

(Gray Communications Systems, Inc. logo)    GRAY COMMUNICATIONS SYSTEMS, INC.

Gray  Communications  Systems,  Inc. ("Gray"),  a 27.2%-owned equity investee of
Bull Run, is a 99-year old company based in Albany, Georgia,  founded to publish
The Albany Herald,  the second oldest newspaper in Georgia.  Gray's common stock
is traded on the New York Stock Exchange  under the symbol "GCS".


Gray operates six NBC and CBS affiliated  television  stations--WALB-TV, an NBC
affiliate  established over 40 years ago, maintaining a dominant position in the
Albany,  Georgia market;  WJHG-TV, an NBC affiliate,  currently the Panama City,
Florida market leader;  KTVE-TV, an NBC affiliate currently ranked second in the
Monroe,  Louisiana - El Dorado,  Arkansas market;  WKYT-TV, the CBS affiliate in
Lexington, Kentucky and the exclusive station for University of Kentucky sports,
ranked number one in its market for the past 18 years;  WYMT-TV, a CBS affiliate
located in Hazard,  Kentucky  acquired by Gray along with  WKYT-TV in  September
1994, ranked number one in its market;  and, WRDW-TV, a CBS affiliate located in
Augusta, Georgia acquired in January 1996, currently its market leader.

Gray also operates three daily  newspapers--The Albany  Herald,  established in
1891, a Southwest  Georgia daily newspaper having a circulation of approximately
30,000 Monday through Saturday and approximately 40,000 on Sundays; The Rockdale
Citizen,  acquired  by Gray in May 1994,  a  Conyers,  Georgia  daily  newspaper
established  in 1953 having  circulation  of  approximately  10,000 and a unique
distinction of having a ratio of paid  subscribers per number of households in a
suburban county of approximately 48%; and, The Gwinnett  Post-Tribune,  acquired
by Gray in  January  1995 as a  three-day  a week  newspaper  in  Lawrenceville,
Georgia  having a  circulation  of 13,000 in the fast  growing  Gwinnett  County
market,  converted  to a five-day a week  newspaper in 1995.  In addition,  Gray
publishes four area advertising  weekly shoppers in Southwest  Georgia and North
Florida.

In December 1995, Gray executed a definitive agreement to purchase the assets of
WCTV-TV,  a CBS affiliate  located in  Tallahassee,  Florida and WKXT-TV,  a CBS
affiliate  in  Knoxville,  Tennessee,  as well as a  communications  and  paging
business  located in the  Southeast.  The  transaction  is  expected to close by
September 1996.


(Host Commmications, Inc. logo)   HOST COMMUNICATIONS,  INC.

Privately-held Host Communications,  Inc. ("HCI"), based in Lexington, Kentucky,
provides media and  marketing services to universities,  athletic conferences 
and the National Collegiate Athletic Association ("NCAA"). On a fully-diluted  
basis, Bull Run owns 29.7% of HCI's common stock and 50% of HCI's outstanding
preferred stock.  In 1995, HCI  contributed certain of its collegiate sports
marketing   operations,  representing  approximately  50% of  HCI's  revenue,
for a 33.8%  interest in the common stock of  University  Sports  America,  Inc.
("USA"),  a  newly-formed  company  which  also  markets  and  operates  amateur
participatory  sporting events. Bull Run also directly invested in USA preferred
stock  convertible  to  approximately  3% of  USA  common  stock.  Prior  to its
investment in USA, HCI  generated  approximately  $50 million in annual  revenue
providing its unique blend of services.

3
<PAGE>

HCI's present  operations  include:

SPORTS--The  NCAA,  an HCI  client  since  1975,  benefits  from  the  company's
management  and  production of five national  radio  broadcasts  and  nationally
televised  "NCAA  Today" show on ESPN.  HCI manages the NCAA  Corporate  Partner
Program which features blue chip companies such as American  Airlines,  American
Express, Frito Lay, Gillette, Hershey's,  Oldsmobile,  Pepsi-Cola and Sears. HCI
has  also been  integral  to the  development  of The Great Games that showcase
Football Alliance member collegiate football teams in bowl games.

AUDIO / VIDEO SERVICES--HCI's MainStreet Productions operates recording studios
equipped to handle live broadcast  productions and soundtracks for radio,  video
and  multi-range  presentations,  producing  captivating  and  persuasive  video
presentations  from concept to completion,  often using  pre-existing  script or
video footage.  This unit can be seen at work during "NCAA Today"  broadcasts on
ESPN, and behind the scenes  arranging  television and radio network  clearances
and distribution agreements.

PUBLISHING AND PRINTING--Among the 300-plus annual publications  produced by HCI
are NCAA basketball championship programs, including the high-profile NCAA Men's
and Women's Final Four programs.  HCI's  electronic  publishing  system provides
creative  flexibility  and  immediate  response  capabilities,  and its printing
operation  offers  the  newest  technological   advances  in  print  production,
including   computerized   typesetting,   cameras   and   stripping   equipment,
complemented  by its bindery  procedures.  HCI  provides  services  ranging from
graphic design,  typesetting and image assembly to printing and binding, to over
600 clients annually.

ASSOCIATION   MANAGEMENT--HCI   manages  the  affairs  of  the   National   Tour
Association,  a leading  group of travel and tour  professionals,  by  providing
services in the areas of marketing,  publishing,  government lobbying, business,
education  and  membership  growth.  HCI  also  offers  customized   association
management   services  ranging  from  full  service  management  to  specialized
consulting.

(University Sports America logo) UNIVERSITY SPORTS AMERICA, INC.

Effective  July 1, 1995,  HCI and  Streetball  Sports  Ventures  Partners,  L.P.
("Streetball") joined forces by forming USA, thereby offering corporate sponsors
and   advertisers  the  broadest  array  ever  of  sponsorship  and  promotional
opportunities involving college athletics and participatory sporting events. HCI
and Streetball contributed operations, while others contributed cash, for common
and/or convertible preferred stock in USA.

USA's  operations  include  the following:

COLLEGIATE  SPORTS--USA  provides  management and marketing services to athletic
departments  and  conferences,   including  the  development  and  marketing  of
corporate sponsor programs;  providing print, publication,  and video production
services (generally outsourced to HCI).

EVENTS--Building   on  the   established   success  of   Streetball's   national
"Hoop-It-Up"  3-on-3  basketball   tournaments,   USA  manages  and/or  operates
participatory   sporting   events  on  the  local,   collegiate,   national  and
international levels.

PROPERTIES--USA  develops  and markets  trademarks  that  currently  include the
Historically Black Collegiate Coalition ("HBCC"), "Pepito Ball", "Women's Sports
America" and Tradition  Bowls,  such as the Dr Pepper Red River  Shoot-out,  the
annual  football  contest  between the University of Texas and the University of
Oklahoma.

4

<PAGE>

                                   LEADERSHIP

Strong,  experienced leadership is and will be a vital element in the growth and
profitability  of Bull  Run  and its  affiliates,  due at  least  in part to the
autonomous nature of the operations.

(Bull Run logo appears here) ROBERT S.  PRATHER,  JR.--Bull  Run's  President  
and CEO since July  1992,  Bob Prather was a Vice President with Fuqua  
Industries  ("Fuqua") from 1971 through 1980,  primarily  responsible  for  the
search,  analysis  and  negotiation  of approximately  35 Fuqua  acquisitions.
He acquired  his own business in 1980, a steel fabricator, growing it 
internally from $4 million in sales in 1980 to over $75 million in 1992, with 
10 years of profitable earnings.

(Bull Run logo appears here) J. MACK  ROBINSON--Bull  Run's  Chairman  of the 
Board and since  July  1992,  a Director,  Mack  Robinson  is Chairman  and  
President  of Delta Life  Insurance Company,  Chairman  of  Atlantic  American 
Corporation,  an  insurance  holding company,  and  is a director emeritus of  
Wachovia Corporation. Over his illustrious career, he has started or controlled
more than 20 community banks, a chain of over 100 consumer lending offices, the
Paris fashion house of Yves St. Laurent, the Rhodes Inc. furniture chain, life 
and casualty insurance companies, lumber mills, a pest control company and a 
thoroughbred  race horse  breeding farm.


(Datasouth logo appears here) JAMES W. BUSBY--One of Datasouth's  founders in 
1977,  Jim Busby has been its President  since  1984, heading an organization  
which  has  manufactured  an installed  base of over  215,000  printers in a 
highly  competitive  and rapidly changing market. As a 20-year veteran of the 
computer printer  industry,  he has been a frequent speaker at various printer
industry events.

(Gray Communications System, Inc. logo appears here) RALPH W. GABBARD--Gray's  
President since December 1995, and President of Gray's Broadcast Group from 
1994 until November 1995,  Ralph Gabbard is a 30-year media executive. He is 
recognized nationally as an industry leader,  currently serving as Chairman  
of the CBS  affiliates  body as well as  Chairman of the National Association 
of Broadcasters Television Board of Directors.

(HCI Logo appears here) W. JAMES HOST--HCI's  Chairman and CEO since founding
the Company in 1971, Jim Host is a recognized  leader in the collegiate  
sports  marketing  field.  He is currently a delegate  to the White House  
Conference  on Travel & Tourism  and a board member of the Tourism Works for 
America Council of Washington, D.C.

5

<PAGE>

GROWTH

Since the investment of Robinson-Prather  Partnership in July 1992, Bull Run and
its  affiliates  have grown through a series of  acquisitions  and  investments,
achieving tremendous growth in operating revenue and market value.


JULY 1992
Robinson-Prather Partnership
acquires  30% of Bull Run

APRIL 1993
Bull Run acquires 43.6%
of  Datasouth  for $7.5 million

AUGUST 1993
Datasouth acquires 21.1% of
Gray for $11.1  million

MAY 1994
Gray  acquires  The  Rockdale
Citizen,  a daily
newspaper,  for $4.8 million

SEPTEMBER 1994
Gray  acquires 2  CBS-affiliated  TV
stations  in Kentucky  for $38  million

OCTOBER 1994
Gray  acquires 4 weekly
shoppers in SW Georgia for
$1.5 million

NOVEMBER 1994
Bull Run  acquires  remaining  56.4% of
Datasouth  through a merger

JANUARY 1995
Bull Run acquires  6.9% of HCI's
outstanding  common  stock;  Gray
acquires the Gwinnett  Post-Tribune,
then a 3-day a week  newspaper,
for $3.3 million

MARCH 1995
Bull Run acquires 50% of Capital
Sports  Properties, which owns all
of HCI's  preferred  stock and
warrants  to  acquire  48% of HCI
common  stock  for  $9.7  million

APRIL 1995
Gray signs a definitive agreement
to acquire a CBS-affiliated TV station
in  Augusta,  Georgia  for $35
million  (closed in  January  1996)

NOVEMBER 1995
Bull  Run  acquires  preferred  stock  of USA
convertible to 3% of USA's common stock

DECEMBER 1995
Gray signs a definitive  agreement
to acquire CBS affiliated TV
stations in  Knoxville  and
Tallahassee

INVESTMENTS AND  ACQUISITIONS--Since  1993, Bull Run has consummated  several of
its own  investments  and  acquisitions,  as well as functioned as a provider of
services,  including  candidate  identification,  evaluation  and analysis,  and
transaction negotiation, in connection with investments and acquisitions made by
its affiliates.

                       TOTAL INVESTMENTS AND ACQUISITIONS

 (Total Investments and Acquisitions chart appears here. Plot points are below)

                              BULL RUN CORPORATION
1993 $7.5 million
1994 $15.2 million
1995 $11.6 Million

                        DATASOUTH COMPUTER CORPORATION
1993 $11.1 Million
1994 $1.2 million
1995 $1.9 million
                       GRAY COMMUNICATIONS SYSTEMS, INC.
1993 $1.5 million
1994 $44.3 million
1995 $3.3 million
1996 $35.0 million
      (as of March 1, 1996)

6
<PAGE>


OPERATING REVENUE--Since Bull Run's  investment  in Datasouth and Gray in 1993,
operating revenue of each of the companies has steadily increased.

                               OPERATING REVENUE
         (Operating Revenue chart appears here. Plot points are below)

                        DATASOUTH COMPUTER CORPORATION

1991 $15.5 million
1992 $15.4 million
1993 $16.9 Million
1994 $21.7 million
1995 $26.4 million
                        GRAY COMMUNICATIONS SYSTEMS, INC.
1991 $22.5 million
1992 $24.6 million
1993 $25.1 million
1994 $36.5 million
1995 $58.6 million


ADJUSTED ALLOCABLE EARNINGS--Bull Run's aggregate allocable share of its
investees' undistributed earnings, based on Bull Run's economic ownership of
each investee as of the end of each year, has risen rapidly. The calculation
of allocable undistributed earnings eliminates the impact of goodwill
amortization recognized by Bull Run as required by generally accepted
accounting principles, as well as the after-tax impact of unusual charges
recognized by the investees which can distort the comparability of their
results.

                          ADJUSTED ALLOCABLE EARNINGS
                              BULL RUN CORPORATION

        (Adjusted Allocable Earnings chart appears here. Plot points are below)

  DATASOUTH COMPUTER            GRAY COMMUNICATIONS              HOST
   CORPORATION                     SYSTEMS, INC.          COMMUNICATIONS, INC.
Initial Investment: 1993     Initial Investment: 1993   Initial Investment: 1995

Bull Run's ownership as of December 31
1993 43.6%                    1993   9.2%                   1993 N/A
1994 100%                     1994  25.7%                   1994 N/A
1995 100%                     1995  27.2%                   1995 29.7% (2)

Bull Run's allocable share of undistributed
  earnings (in 000's) (1)
1993 $(15)                    1993  $126                    1993 N/A
1994 $1,021                   1994  $634                    1994 N/A
1995 $1,492                   1995  $159                    1995 $384

1993 = $111
1994 = $1,655
1995 = $2,035


(1) calculated  based on Bull Run's ownership as of December 31 of each year
(2) includes Bull Run's warrants for HCI's common stock exercisable at $.01 per
      share, assuming exercise of all outstanding warrants

7
<PAGE>


Market Value--Since the investment in Bull Run by Robinson-Prather
Partnership in 1992, market value per share and market capitalization has
increased dramatically.

                    HIGH/LOW/CLOSING MARKET PRICE PER SHARE

(High/Low/Closing Market Price Per Share chart appears here. Plot 
points are below)

                              BULL RUN CORPORATION
As of and for the years ended December 31

High    $0.53  $1.31   $1.94  $1.91  $4.25

Closing $0.38  $1.19   $1.56  $1.63  $2.89

Low     $0.38  $0.38   $0.78  $1.19  $1.63

         1991   1992    1993   1994   1995

                               TOTAL MARKET VALUE

         (Total Market Value chart appears here. Plot points are below)

                              BULL RUN CORPORATION

1991 $3.4 MILLION                                    As of December 31
1992 $12.7 MILLION
1993 $19.5 MILLION
1994 $36.0 MILLION
1995 $64.0 MILLION



OPPORTUNITY

In 1996 and beyond,  Bull Run and its affiliates are poised to take advantage of
their  recent  investment  and  operational  accomplishments.  Each  company has
positioned itself for future growth,  expansion and  profitability.  New product
offerings from Datasouth, both in the dot matrix and thermal printer categories,
are expected to solidify,  strengthen and enhance its position in the industrial
printer  market.  Gray is expected to again  increase its operating  revenue and
operating cash flow by virtue of its acquisition of WRDW-TV in Augusta,  Georgia
and its pending  acquisition of WCTV-TV in  Tallahassee,  Florida and WKXT-TV in
Knoxville, Tennessee. Assuming completion of the pending transaction, the number
of Gray television  stations would increase to eight, six of which are currently
number one in their respective markets. HCI is expected to continue its business
growth through  increasing  participation in the NCAA Corporate Partner Program,
increased emphasis on its publishing and printing operations, the development of
the "Football  Alliance" and extension of its association  management  services.
Bull Run and HCI will  also  benefit  from the  newly-formed  University  Sports
America ("USA"), which will develop and market the Historically Black Collegiate
Coalition  ("HBCC"),  college  football's  "Tradition Bowls" and enhancements in
women's  collegiate  sports,  as well as USA's enormously  popular  "Hoop-It-Up"
3-on-3  amateur  basketball  tournaments  and similar  participatory  events and
tournaments. In addition, Bull Run and its affiliated companies will continue to
pursue acquisitions and strategic alliances as opportunities  arise.

8

<PAGE>
                              BULL RUN CORPORATION
                            SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                          (Dollars and shares in thousands, except per share amounts)
                                                       1995         1994         1993         1992        1991
<S>                                                   <C>          <C>          <C>          <C>         <C>
OPERATING RESULTS FOR THE
  YEAR ENDED:
Revenue from printer operations                       $26,432      $ 2,751
Cost of goods sold                                     18,649        1,853
Gross profit                                            7,783          898
Consulting fees                                           719          100      $   250
Royalty income                                              2          223          214      $  146      $   53
Operating expenses                                     (6,764)      (1,174)        (595)       (710)       (519)
Income (loss) from operations                           1,740           47         (131)       (564)       (466)
Equity in earnings of affiliated companies                107          266          243
Interest income (expense), net                           (944)         (11)         116         294         383
Income (loss) before income taxes                         903          302          228        (270)        (83)
Income tax (provision) benefit                           (180)         (86)         (48)         54          17
Net income (loss)                                     $   723      $   216      $   180      $ (216)     $  (66)
Earnings (loss) per share                             $   .03      $   .02      $   .01      $ (.02)     $ (.01)
Weighted average shares                                23,236       13,534       12,503       9,993       9,563
FINANCIAL POSITION AS OF
  DECEMBER 31:
Working capital                                       $ 3,739      $ 4,813      $   400      $6,173      $5,356
Investment in affiliated companies                     29,246       15,709        7,798
Total assets                                           44,300       30,756        8,250       6,297       5,389
Long-term obligations                                  14,896        2,775
Stockholders' equity                                   24,079       23,584        8,151       6,176       5,362
Current ratio                                             1.9          2.6          8.9        51.9       201.4
Book value per share                                  $  1.09      $  1.07      $  0.65      $ 0.58      $ 0.59
</TABLE>

The changes in financial position from 1994 to 1995 were due to Bull Run's
investments in CSP, HCI and USA. The changes in financial position from 1992 to
1993 to 1994, and the changes in operating results from 1993 to 1994 to 1995,
were due to the investment in a 43.6% interest in Datasouth in April 1993 and
merger with Datasouth in November 1994. No dividends were declared or paid
during the periods presented.
                               SELECTED QUARTERLY
                           FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                  (Dollars in thousands, except per share amounts)
                                                                       FIRST       SECOND        THIRD       FOURTH
                                                                      QUARTER      QUARTER      QUARTER      QUARTER
<S>                                                                   <C>          <C>          <C>          <C>
1995:
Revenue from printer operations                                       $ 7,439      $ 7,132      $ 6,097      $ 5,764
Gross profit                                                            2,278        2,154        1,842        1,509
Other operating revenue                                                    83          351            1          286
Net income                                                                268          376           27           52
Earnings per share                                                        .01          .02          .00          .00
1994:
Revenue from printer operations                                                                              $ 2,751
Gross profit                                                                                                     898
Other operating revenue                                               $    62      $    64      $   161           36
Net income (loss)                                                         (40)         (73)          96          233
Earnings (loss) per share                                                (.00)        (.01)         .01          .01
1993:
Operating revenue                                                     $    17      $    55      $    71      $   321
Net income (loss)                                                         (57)        (140)          49          328
Earnings (loss) per share                                                (.00)        (.02)         .00          .03
</TABLE>

                                                                            9

<PAGE>

(The Datasouth logo appears here with DATASOUTH spelled out beside it. It
runs across pages 10 and 11)

<PAGE>

(A Photo of three people working appears here)

(A Photo of computer printers appears here)

(A Photo of the Datasouth building appears here)

(A Photo of a person with a computer printer on their side appears here)

<PAGE>

(Logo of Gray Communications Systems, Inc. appears here)

<PAGE>

(A Photo of satellite dishes appears here)

(A Photo of a television news anchor crew appears here)

(A Photo of a building appears here)

(A Photo of the breakfast table with a newspaper appears here)

(A Photo of a TV station control panel appears here)

<PAGE>

(Host Communications, Inc. Logo appears here)

(University Sports America, Inc. Logo appears here)

(The Notre Dame University Logo appears here)

(The University of Kentucky Logo appears here)

(The NCAA Logo appears here)

(The Southeastern Conference Logo appears here)

(The University of South Carolina Logo appears here)

<PAGE>

(Four photos appear on this page depicting people in a recording studio,
a person playing basketball with the words HOOP-IT-UP, football players
and the cover of a magazine labeled INSIDE OUTSIDE, A Behind the Scenes Look
at Kentucky Basketball)



<PAGE>
                              BULL RUN CORPORATION
                            MANAGEMENT'S DISCUSSION
                                  AND ANALYSIS
RESULTS OF OPERATIONS
In April 1993, Bull Run purchased approximately 43.6% of the outstanding shares
of the common stock of Datasouth Computer Corporation ("Datasouth"). On November
29, 1994, Datasouth was merged into a newly-formed, wholly-owned subsidiary of
Bull Run as a result of the exchange of three shares of Bull Run common stock
for each share of outstanding Datasouth common stock which Bull Run did not then
own. Immediately following the merger, the wholly-owned subsidiary changed its
name to Datasouth Computer Corporation (also referred to as "Datasouth"). Prior
to the merger, Bull Run accounted for its investment in Datasouth under the
equity method of accounting whereby Bull Run's proportionate share of
Datasouth's operating results were reported in the Statement of Income under the
caption "Equity in earnings of affiliated companies". Therefore, whereas in 1995
Datasouth's operating results are consolidated with Bull Run's, only Datasouth's
results for the period November 30, 1994 through December 31, 1994 are similarly
consolidated in 1994.

Revenue from printer operations of $26,432,000 in 1995 represented a 22%
increase over Datasouth's revenue in 1994 of $21,746,000, $2,751,000 of which
was realized in 1994 subsequent to the merger. The increase was largely
attributable to an increase in sales to the SABRE Travel Information Network
("SABRE"), a division of American Airlines, from approximately $4,400,000 in
1994 to approximately $7,800,000 in 1995, and a similar increase in demand for
Datasouth's DOCUMAX (TM) printer from other airlines and travel networks.

Bull Run earned $719,000 in consulting fees in 1995, compared to $100,000 and
$250,000 in 1994 and 1993, respectively, for management assistance to Gray
Communications Systems, Inc. ("Gray") relative to acquisitions and debt
financing. There is no assurance that consulting fees, if any, will be earned in
the future.

Royalties, attributable to an interest in mining properties which was sold in
1990, were earned by Bull Run based on quantities of gold processed. Royalty
income was insignificant in 1995, having decreased from $223,000 in 1994 and
$214,000 in 1993. The amount of royalty income, if any, to be received in the
future will be solely dependent on factors outside Bull Run's control.

Bull Run's consolidated operating expenses of $6,764,000 in 1995 represents a
$650,000, or 11%, increase over the combined operating expenses of Bull Run and
Datasouth in 1994, $283,000 of which resulted from an increase in goodwill
amortization attributable to the merger. The remaining increase is due to the
cost of Datasouth's research and development efforts in 1995, much of which was
incurred for the design of two new printer lines introduced in the first quarter
of 1996. Only Datasouth's operating expenses for the period November 30, 1994
through December 31, 1994 are reflected in Bull Run's consolidated operating
expenses in 1994.

Equity in earnings of affiliated companies, totaling $107,000 in 1995, includes
Bull Run's proportionate share of the earnings of Gray, Host Communications,
Inc. ("HCI") and Capital Sports Properties, Inc. ("CSP"), net of goodwill
amortization totaling $378,000, whereas the amounts presented in 1994 and 1993
of $266,000 and $243,000, respectively, include Bull Run's equity in the
earnings of Datasouth prior to the merger.

Interest income of $116,000 in 1993 was a result of temporary cash investments
on hand prior to the investment in Datasouth common stock in April of that year.
Interest expense of $984,000 in 1995 resulted from borrowings to finance
investments in Gray, HCI, CSP and University Sports America, Inc. ("USA").

In 1995, Bull Run utilized a $101,000 research and development credit which was
carried forward from prior years. As of December 31, 1995, Bull Run has
Alternative Minimum Tax ("AMT") credit carryforwards totaling $430,000 to reduce
regular Federal tax liabilities in the future, of which, $131,000 will serve to
reduce goodwill when realized. As a result of recognizing approximately $58,000
in AMT credits in 1995, and a change in judgment regarding the realizability of
remaining AMT credit carryforwards, the valuation allowance on deferred tax
assets was reduced in the fourth quarter of 1995 thereby reducing the 1995
income tax provision by approximately $250,000.

16

<PAGE>
In March 1995, the Financial Accounting Standards Board issued Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", which requires recognition of impairment losses on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Bull Run will adopt Statement No. 121 in
the first quarter of 1996 and, based on current circumstances, does not believe
the effect of adoption will be material.

LIQUIDITY AND CAPITAL RESOURCES

Investments in HCI and CSP, totaling $10,942,000 in 1995, were financed
primarily with $13,500,000 in bank term loans, which also served to refinance an
existing $3,000,000 bank term loan and $900,000 outstanding on a line of credit.
Investments in Gray and USA, totaling $2,580,000 in 1995, were financed
primarily with borrowings under Bull Run's bank line of credit and revolving
bank credit facility. Investments in Datasouth were financed with available cash
and short-term investments of $309,000 in 1994 and $7,555,000 in 1993, a private
issuance of Bull Run's common stock for $1,751,000 in January 1993, and the
issuance of Bull Run common stock valued at $15,217,000 to Datasouth's former
shareholders in connection with the November 1994 merger.

In January 1996, Bull Run entered into a Note Purchase Agreement with Gray
pursuant to which Bull Run purchased a certain 8% Subordinated Note issued by
Gray in the principal amount of $10,000,000 due in January 2005, with interest
payable quarterly beginning March 31, 1996. In connection with the Note Purchase
Agreement, Gray issued to Bull Run warrants to purchase up to 487,500 shares of
Gray common stock at approximately $17.88 per share. Warrants for 300,000 of the
487,500 shares are fully vested, with the remaining warrants vesting in five
annual installments of 37,500 shares each beginning January 3, 1997, assuming
the 8% Subordinated Note remains outstanding. Vested warrants are exercisable
after January 3, 1998 and expire in January 2006. The Note is subordinated to
Gray's outstanding debt to a bank and an institutional lender. Bull Run financed
the purchase with a $10,000,000 increase to its outstanding bank term loan
borrowings. The bank term loans totaling $23,500,000, subsequent to the January
1996 transactions, are payable in monthly installments of $200,000 beginning
February 1999, and currently bear interest at the London Interbank Offer Rate
("LIBOR") plus 1.75%, which was 7.554% as of December 31, 1995.

In November 1994, Bull Run announced that its Board of Directors had authorized
the repurchase of up to 2,000,000 shares of Bull Run's common stock. During
1995, 123,000 shares were repurchased at a cost of $330,000. Repurchases may be
made from time to time in the open market or directly from shareholders at
prevailing market prices, and may be discontinued at any time.

Working capital has decreased to $3,739,000 as of December 31, 1995 from
$4,813,000 as of December 31, 1994 as a result of borrowings under a line of
credit to finance the purchase of additional shares of Gray. The increase in
working capital during 1994 of $4,413,000 was attributable to the merger with
Datasouth, whose working capital at the effective date of the merger was
$4,803,000, and the decrease in working capital in 1993 of $5,773,000 was due to
the use of cash and short-term investments as part of the initial investment in
Datasouth.

Inventories have increased to $3,755,000 as of December 31, 1995 from $2,609,000
as of December 31, 1994 due to the fulfillment of significant purchase
commitments in 1995 and the addition of raw materials to be used in the
manufacture of Datasouth's new printer product lines in 1996. As of December 31,
1995, Datasouth had purchase commitments totaling approximately $5,800,000,
primarily for raw materials inventories.

Bull Run has an available bank line of credit of $3,000,000 expiring April 30,
1996, limited to 80% of eligible accounts receivable, and a revolving bank
credit facility providing up to $1,500,000 of available credit, due April 1,
1997. The limitation on the $3,000,000 line was $2,741,000 as of December 31,
1995. As of December 31, 1995, $1,285,000 was outstanding under the $3,000,000
line and $1,396,000 was outstanding under the $1,500,000 revolver. The
facilities bear interest at the banks' prime rate, which was 8.5% as of December
31, 1995.

Capital spending for 1996 is expected to be approximately $650,000. Bull Run
believes that its current working capital, cash flow from operations and funds
available under its line of credit and revolving credit facility will be
sufficient to fund its debt service, working capital requirements and capital
spending requirements for the next year. Any capital required for potential
additional business acquisitions would have to be funded by issuing additional
securities or by entering into other financial arrangements.

17

<PAGE>
                              BULL RUN CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (Dollars and shares in thousands)
<TABLE>
<CAPTION>
                                                                                                     DECEMBER 31
                                                                                                  1995         1994
<S>                                                                                              <C>          <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                                      $   146      $   824
  Marketable securities                                                                                           500
  Accounts receivable                                                                              3,909        3,809
  Inventories                                                                                      3,755        2,609
  Other                                                                                              185           74
     Total current assets                                                                          7,995        7,816
Property and equipment, net                                                                        2,512        2,358
Investment in affiliated companies                                                                29,246       15,709
Goodwill                                                                                           4,314        4,717
Other assets                                                                                         233          156
                                                                                                 $44,300      $30,756
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Note payable and current portion of long-term debt                                             $ 1,285      $   225
  Accounts payable                                                                                 1,591        1,612
  Accrued and other liabilities:
     Employee compensation and related taxes                                                         569          652
     Income taxes                                                                                    393          244
     Other                                                                                           418          270
        Total current liabilities                                                                  4,256        3,003
Long-term debt                                                                                    14,896        2,775
Deferred income taxes                                                                              1,069        1,394
Stockholders' equity:
  Common stock ($.01 par value; authorized 100,000 shares; issued 22,280 and 22,137 shares as
     of December 31, 1995 and 1994, respectively)                                                    223          221
  Additional paid-in capital                                                                      20,503       20,403
  Treasury stock, at cost, 123 shares                                                               (330)
  Retained earnings                                                                                3,683        2,960
     Total stockholders' equity                                                                   24,079       23,584
                                                                                                 $44,300      $30,756
</TABLE>

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.

18

<PAGE>
                              BULL RUN CORPORATION
                            CONSOLIDATED STATEMENTS
                                   OF INCOME
          (Dollars and shares in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                                       YEARS ENDED DECEMBER 31
                                                                                   1995         1994         1993
<S>                                                                               <C>          <C>          <C>
Revenue from printer operations                                                   $26,432      $ 2,751
Cost of goods sold                                                                 18,649        1,853
Gross profit                                                                        7,783          898
Other operating revenue:
  Consulting fees                                                                     719          100      $   250
  Royalties                                                                             2          223          214
                                                                                      721          323          464
Operating expenses:
  Research and development                                                          1,872          140
  Selling, general and administrative                                               4,892        1,034          595
                                                                                    6,764        1,174          595
Income (loss) from operations                                                       1,740           47         (131)
Other income (expense):
  Equity in earnings of affiliated companies                                          107          266          243
  Interest income                                                                      40           10          116
  Interest expense                                                                   (984)         (21)
                                                                                     (837)         255          359
Income before income taxes                                                            903          302          228
Income tax provision                                                                  180           86           48
Net income                                                                        $   723      $   216      $   180
Earnings per share                                                                $   .03      $   .02      $   .01
Weighted average number of common shares outstanding                               23,236       13,534       12,503
</TABLE>

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.

19

<PAGE>
                              BULL RUN CORPORATION
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                       (Dollars and shares in thousands)
<TABLE>
<CAPTION>
                                                                  ADDITIONAL                                   TOTAL
                                              COMMON STOCK         PAID-IN       TREASURY     RETAINED     STOCKHOLDERS'
                                            SHARES     AMOUNT      CAPITAL        STOCK       EARNINGS         EQUITY
<S>                                         <C>        <C>        <C>            <C>          <C>          <C>
Balances, January 1, 1993                   10,654      $107       $  3,505       $    0       $2,564         $  6,176
  Purchase of treasury stock                                                          (2)                           (2)
  Retirement of treasury stock                  (2)        0             (2)           2                             0
  Exercise of stock options                    100         1             49                                         50
  Tax benefit from exercise of stock
     options                                                             17                                         17
  Issuance of shares                         1,753        17          1,713                                      1,730
  Net income                                                                                      180              180
Balances, December 31, 1993                 12,505       125          5,282            0        2,744            8,151
  Issuance of shares in connection with
     merger                                  9,632        96         15,121                                     15,217
  Net income                                                                                      216              216
Balances, December 31, 1994                 22,137       221         20,403            0        2,960           23,584
  Purchase of treasury stock                                                        (330)                         (330)
  Exercise of stock options                    143         2            100                                        102
  Net income                                                                                      723              723
Balances, December 31, 1995                 22,280      $223       $ 20,503       $ (330)      $3,683         $ 24,079
</TABLE>

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.

20

<PAGE>
                              BULL RUN CORPORATION
                            CONSOLIDATED STATEMENTS
                                 OF CASH FLOWS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                        YEARS ENDED DECEMBER 31
                                                                                     1995         1994         1993
<S>                                                                                <C>           <C>          <C>
Cash flows from operating activities:
  Net income                                                                       $    723      $   216      $   180
  Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
  Provision for bad debts                                                                58            5
  Depreciation and amortization                                                       1,124           92            1
  Equity in earnings of affiliated companies                                           (107)        (266)        (243)
  Tax benefit from exercise of non-qualified stock options                                                         17
  Change in operating assets and liabilities:
     Accounts receivable                                                               (158)        (217)         (90)
     Inventories                                                                     (1,146)         (93)
     Other current assets                                                              (111)          20
     Accounts payable and accrued expenses                                               34          349          (70)
     Accrued income taxes                                                               204           38           48
     Deferred income taxes                                                             (211)          63           48
  Net cash provided by (used in) investing activities                                   410          207         (109)
Cash flows from investing activities:
  Cash and cash equivalents acquired in merger                                                       632
  Sale of marketable securities                                                         500
  Capital expenditures                                                                 (920)         (25)
  Investment in affiliated companies                                                (13,586)        (309)      (7,555)
  Dividends received from affiliate                                                      92           27
  Net cash provided by (used in) investing activities                               (13,914)         325       (7,555)
Cash flows from financing activities:
  Borrowings under lines of credit                                                   12,014
  Repayments on lines of credit                                                     (10,729)
  Proceeds from long-term debt                                                       15,152        3,000
  Repayments on long-term debt                                                       (3,257)      (3,000)
  Loan commitment fees                                                                 (126)
  Issuance of common stock                                                              102                     1,781
  Repurchase of common stock                                                           (330)                       (2)
  Net cash provided by financing activities                                          12,826            0        1,779
Net increase (decrease) in cash and cash equivalents                                   (678)         532       (5,885)
Cash and cash equivalents, beginning of year                                            824          292        6,177
Cash and cash equivalents, end of year                                             $    146      $   824      $   292
Supplemental cash flow disclosures:
  Interest paid                                                                    $    794      $   153      $     0
  Income taxes paid (recovered), net                                                    187          (14)          12
</TABLE>

                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.

21

<PAGE>
                              BULL RUN CORPORATION
                             NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                (Dollars in thousands, except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- On November 29, 1994, Datasouth Computer
Corporation ("Datasouth") was merged (the "Merger") into a newly-formed
wholly-owned subsidiary of Bull Run Corporation ("Bull Run"), which changed its
name to Datasouth Computer Corporation (also referred to herein as "Datasouth")
immediately following the Merger. The accompanying consolidated financial
statements include the accounts of Bull Run and, as of December 31, 1995 and
1994, for the year ended December 31, 1995 and the period November 30, 1994
through December 31, 1994, Datasouth, after elimination of intercompany accounts
and transactions. From April 29, 1993 through November 29, 1994, Bull Run owned
43.6% of the outstanding common stock of Datasouth.

USE OF ESTIMATES -- The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

CASH AND CASH EQUIVALENTS -- Cash equivalents are composed of all highly liquid
investments with an original maturity of three months or less.
MARKETABLE SECURITIES -- Marketable securities, primarily commercial paper, are
stated at cost, which approximates market value.

ACCOUNTS RECEIVABLE -- Bull Run through its wholly-owned subsidiary, Datasouth,
sells computer printers and provides service worldwide to distributors,
value-added resellers and large volume end users. Bull Run performs ongoing
credit evaluations of its customers' financial condition and generally requires
no collateral from its customers. In addition, Bull Run receives consulting fees
generally payable in monthly installments from Gray Communications Systems, Inc.
("Gray"), an investee, for the performance of services in connection with Gray's
acquisitions. As of December 31, 1995, fees of $670 were receivable from Gray.
The allowance for doubtful accounts was $50 as of December 31, 1995 and $60 as
of December 31, 1994.

INVENTORIES -- Inventories are associated with the printer operations and are
stated at the lower of cost, determined on the first-in, first-out method, or
market.

PROPERTY AND EQUIPMENT -- Property and equipment is stated at cost less
depreciation computed under the straight-line method over the estimated useful
life of the asset, generally from 3 to 7 years. When assets are disposed, the
associated cost and accumulated depreciation are eliminated from the respective
accounts and any resulting gain or loss is reflected in income. Expenditures for
maintenance, repairs and minor renewals are charged to expense. Depreciation
expense was $783 in 1995, $67 in 1994 and $1 in 1993.

INVESTMENT IN AFFILIATED COMPANIES -- Bull Run's investment in Datasouth, prior
to the Merger, was accounted for by the equity method. Since November 30, 1994
(the day after the effective date of the Merger), Bull Run has accounted for
Datasouth's investment in Gray by the equity method. Bull Run accounts for its
investments in Host Communications, Inc. ("HCI") and Capital Sports Properties,
Inc. ("CSP") by the equity method, and its investment in University Sports
America, Inc. ("USA") by the cost method. The excess of Bull Run's investment
over the underlying equity of Gray and HCI, totaling $14,991 and $7,501,
respectively, as of December 31, 1995, is being amortized over 40 years. The
equity in earnings of HCI is recognized by Bull Run on a six month lag basis, in
order to align HCI's fiscal year ending each June 30 with Bull Run's fiscal
year.

GOODWILL AND OTHER LONG-LIVED ASSETS -- Goodwill associated with Bull Run's
initial acquisition of Datasouth's common stock in 1993 and acquisition of the
remaining Datasouth common stock as a result of the Merger in 1994 is being
amortized over 15 years. The carrying value of goodwill, as well as other
long-lived assets, are reviewed if the facts and circumstances suggest that they
may be impaired. If this review indicates that the assets will not be
recoverable, as determined based on undiscounted estimated cash flows over the
remaining amortization period, the carrying value of the assets would be reduced
to their estimated fair value. Goodwill amortization was $309 in 1995 and $25 in
1994, and accumulated amortization was $334 and $25 as of December 31, 1995 and
1994, respectively.

WARRANTY COSTS -- An estimated allowance for future warranty costs of the
printer operations, based on past experience, is recorded as a charge to cost of
goods sold. Included in other accrued liabilities is $65 and $80 for future
warranty costs as of December 31, 1995 and 1994, respectively.

RESEARCH AND DEVELOPMENT -- Research and development costs of the printer
operations, including the costs of software developed internally, are expensed
as incurred.

22

<PAGE>

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED

INCOME TAXES -- Income taxes are recognized in accordance with Statement of
Accounting Standards No. 109, "Accounting for Income Taxes," whereby deferred
income tax liabilities or assets at the end of each period are determined using
the tax rate expected to be in effect when the taxes are actually paid or
recovered. Accordingly, income tax expense will increase or decrease in the same
period in which a change in tax rates is enacted. A valuation allowance is
recognized on certain deferred tax assets whose realization is not reasonably
assured.

STOCK-BASED COMPENSATION -- Bull Run grants stock options for a fixed number of
shares to employees with an exercise price equal to the fair value of the shares
at the date of grant. In accordance with APB Opinion No. 25, "Accounting for
Stock Issued to Employees," no compensation expense is recognized for such
grants. In the future, Bull Run will continue to account for stock options under
APB Opinion No. 25.

EARNINGS PER SHARE -- Earnings per share is based on the weighted average number
of shares of Bull Run common stock and common stock equivalents (i.e., stock
options) outstanding during the period, computed in accordance with the treasury
stock method. In periods where they are anti-dilutive, common stock equivalents
were excluded from the calculation.

2. MERGER AND INVESTMENTS

Immediately following the approval of Bull Run's and Datasouth's shareholders on
November 29, 1994, Datasouth was merged into a newly-formed wholly-owned
subsidiary of Bull Run through the exchange of three shares of Bull Run common
stock for each share of Datasouth common stock which Bull Run did not then own.
The acquisition was accounted for by the purchase method of accounting, and
accordingly, the purchase price was allocated to the assets acquired and the
liabilities assumed based on the estimated fair values at the merger date. The
excess of purchase price over the estimated fair values of the net assets
acquired was recorded as goodwill. The estimated fair values of assets and
liabilities acquired are summarized as follows:
<TABLE>
<CAPTION>
<S>                                                                         <C>
Cash and marketable securities                                              $ 1,132
Receivables                                                                   3,457
Inventories                                                                   2,516
Other current assets                                                             76
Property and equipment                                                        2,387
Investment in Gray                                                           15,733
Goodwill                                                                      4,743
Other assets                                                                    166
Current liabilities assumed                                                  (2,340)
Long-term debt assumed                                                       (3,000)
Deferred income taxes                                                        (1,283)
                                                                             23,587
Less: Investment in 43.6% of Datasouth immediately prior to the merger       (8,370)
Value of shares of Bull Run common stock issued                             $15,217
</TABLE>

From April 29, 1993 (the date Bull Run acquired its initial 43.6% ownership in
Datasouth) through November 29, 1994 (the date of the Merger), Bull Run
accounted for its investment in Datasouth by the equity method. In connection
with its initial investment in Datasouth, Bull Run sold 1,751,058 shares of Bull
Run common stock to a shareholder and certain of the shareholder's affiliates in
January 1993 for $1,751.

Datasouth operating results for the periods January 1, 1994 through November 29,
1994 and May 1, 1993 through December 31, 1993 follow:
<TABLE>
<CAPTION>
                                            JANUARY 1, 1994          MAY 1, 1993
                                                THROUGH                THROUGH
                                           NOVEMBER 29, 1994      DECEMBER 31, 1993
<S>                                        <C>                    <C>
Revenue                                         $18,995                $12,750
Gross profit                                      5,659                  3,717
Income from operations                              718                    491
Net income                                          719                    590
Bull Run's equity in earnings of
  Datasouth                                     $   294                $   243
</TABLE>

Bull Run, through Datasouth, owns approximately 27.2% of Gray's outstanding
common stock. Based in Albany, Georgia, Gray owns and operates three NBC and
three CBS affiliated television stations (a definitive agreement to purchase two
more television stations, plus a communications and paging business, has been
executed), three newspapers and other print advertising publications. Bull Run
recognized consulting fee income from Gray of $719, $100 and $250 in 1995, 1994
and 1993, respectively, for services rendered in connection with Gray's
acquisitions. As of December 31, 1995, income from additional consulting fees of
$266 have been deferred and will be recognized as Gray amortizes goodwill
associated with the acquisitions.

23

<PAGE>
2. MERGER AND INVESTMENTS -- CONTINUED

In January 1995, Bull Run acquired a 6.9% interest in the outstanding common
stock of HCI for $906. In March 1995, Bull Run acquired 50% of the outstanding
common stock of CSP for approximately $9,700. CSP's assets consist of all of the
outstanding HCI 8% cumulative preferred stock with a stated value of $5,446 and
warrants to purchase HCI common stock at $.01 per share, effectively providing
Bull Run an economic interest in 50% of HCI's outstanding preferred stock and a
28.7% interest in HCI's common stock assuming conversion of all outstanding
warrants. Later in 1995, Bull Run increased its ownership in HCI to 9.0% of the
currently outstanding common shares, and 29.7% of the "fully converted" total
common shares, through acquisitions of HCI common stock for $329. HCI provides
media and marketing services to universities, athletic conferences and the
National Collegiate Athletic Association ("NCAA").

In November 1995, Bull Run invested $650 in preferred stock of USA, which is
convertible to 3.0% of USA's total common shares, assuming conversion of all USA
preferred stock.

The summarized aggregate financial information of affiliated companies follows:
AGGREGATE FINANCIAL POSITION (REFLECTING GRAY AND CSP AS OF DECEMBER 31, 1995
AND 1994, COMBINED WITH HCI AS OF JUNE 30, 1995 AND 1994):
<TABLE>
<CAPTION>
                                                               1995         1994
<S>                                                          <C>           <C>
Current assets                                               $ 30,822      $28,071
Property and equipment                                         22,050       21,377
Total assets                                                  103,593       98,005
Current liabilities                                            29,118       26,316
Long-term debt                                                 51,718       53,704
Total liabilities                                              87,940       87,244
Stockholders' equity                                           15,653       10,761
</TABLE>

AGGREGATE OPERATING RESULTS (REFLECTING GRAY AND CSP FOR THE YEARS ENDED
DECEMBER 31, 1995, 1994, AND 1993, COMBINED WITH HCI FOR THE YEARS ENDED JUNE
30, 1995, 1994 AND 1993):
<TABLE>
<CAPTION>
                                                 1995         1994         1993
<S>                                            <C>           <C>          <C>
Operating revenue                              $105,726      $85,260      $72,679
Income from operations                            9,441        9,901        5,809
Net income                                        2,196        4,641        2,561
</TABLE>

Gray's stock is publicly traded on the New York Stock Exchange (symbol: GCS). As
of December 31, 1995, the value of Gray shares owned by Bull Run was
approximately $21,500, based on the per share value of the Gray shares as quoted
on the New York Stock Exchange. The value of Bull Run's investments in
privately-held HCI, CSP and USA, based on the cost of acquiring the investments
during 1995, was approximately $11,600 as of December 31, 1995.

The operating results of Datasouth are included in Bull Run's consolidated
results of operations from November 29, 1994 (the date of the Merger). The
equity in earnings of HCI and CSP are included in Bull Run's consolidated
results of operations from March 29, 1995 (the date of the CSP acquisition). The
following unaudited pro forma summary presents the consolidated results of
operations for the years ended December 31, 1995, 1994 and 1993 as if the Merger
had occurred on January 1, 1993 and the CSP acquisition had occurred on January
1, 1994, after giving effect to certain adjustments, including elimination of
Merger expenses, amortization of goodwill, elimination of interest income on
funds used for the original investment in Datasouth, addition of interest
expense associated with investment financing, elimination of equity in earnings
in Datasouth, pro forma effects of Gray's business acquisitions and related
income tax effects. These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would have occurred
had the Merger and the CSP acquisition been effective as of those dates or of
results which may occur in the future.
<TABLE>
<CAPTION>
                                                 1995         1994         1993
<S>                                             <C>          <C>          <C>
Revenue from printer operations                 $26,432      $21,746      $16,906
Other operating revenue                             721          323          464
Net income (loss)                                   374           44         (463)
Earnings (loss) per share                       $   .02      $   .00      $  (.02)
</TABLE>

3. INVENTORIES
Inventories related to the printer operations consist of the following as of
December 31:
<TABLE>
<CAPTION>
                                                                  1995        1994
<S>                                                              <C>         <C>
Raw materials                                                    $2,489      $1,784
Work-in-process                                                     617         644
Finished goods                                                      649         181
                                                                 $3,755      $2,609
</TABLE>

24

<PAGE>
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following as of December 31:
<TABLE>
<CAPTION>
                                                                  1995        1994
<S>                                                              <C>         <C>
Land                                                             $  750      $  750
Production equipment                                              1,991       1,413
Research and development equipment                                  219         107
Office furniture and equipment                                      414         167
                                                                  3,374       2,437
Accumulated depreciation and amortization                          (862)        (79)
                                                                 $2,512      $2,358
</TABLE>
 
Bull Run's executive offices are leased from a company affiliated with a
principal stockholder and director of Bull Run under an operating lease expiring
in 2002. Datasouth leases its main facility for printer operations under an
operating lease expiring in 1998, having a renewal option for an additional
three year period, and leases additional office and warehouse space under an
operating lease expiring in 1997. Bull Run's total consolidated rental expense,
which includes Datasouth's rental expense in 1995 and the period November 30,
1994 through December 31, 1994, was $317, $38 and $27 in 1995, 1994 and 1993,
respectively. The minimum annual rental commitments under these and other leases
with an original lease term exceeding one year are approximately $294 for each
of the years 1996 and 1997, $217 for 1998, $17 for 1999 and 2000, and $35
thereafter.

5. LONG-TERM DEBT AND NOTE PAYABLE

As of December 31, 1995, long-term debt consists of two term loans provided
under a Loan Agreement with a bank executed in March 1995 totaling $13,500, plus
outstanding borrowings of $1,396 under a revolving bank credit facility. As of
December 31, 1994, long-term debt consisted of a $3,000 term note payable to a
bank, which was refinanced as a result of executing the term notes in March
1995. The $3,000 note was executed in December 1993 and served to refinance
$3,000 in 8% subordinated debentures payable to insurance companies affiliated
with a principal shareholder of Bull Run.

As further discussed in Note 11, Bull Run and the bank modified the Loan
Agreement in January 1996, executing two term loans totaling $23,500 which
replaced the March 1995 term loans. The new term loans are payable in aggregate
monthly installments of $200 commencing February 1999, with all remaining
amounts due in January 2002. The loans are collateralized by common shares of
Gray owned by Bull Run, an 8% subordinated note receivable from Gray (discussed
further in Note 11), warrants to purchase Gray's common stock held by Bull Run
(also discussed further in Note 11) and shares of Bull Run common stock held by
a principal shareholder of Bull Run. The loan requires adherence to certain
financial covenants, the most restrictive of which requires maintaining a
current ratio of at least 1.5 to 1.0.

The revolving bank credit facility provides available borrowings of up to $1,500
until April 1, 1997, and bears interest at the bank's prime rate, which was 8.5%
as of December 31, 1995. The revolver is subject to the terms and conditions of
the modified Loan Agreement discussed above. In addition, Bull Run has an
available line of credit for up to $3,000, limited to 80% of eligible accounts
receivable, bearing interest at the prime rate. The line is collateralized by
accounts receivable and expires April 30, 1996. As of December 31, 1995, the
limitation on the $3,000,000 line was $2,741,000, of which $1,285,000 was
outstanding. There were no amounts outstanding under the revolver or the line of
credit as of December 31, 1994 or 1993.

6. INCOME TAXES

The income tax provision for the years ending December 31 consists of the
following:
<TABLE>
<CAPTION>
                                                          1995       1994      1993
<S>                                                       <C>        <C>       <C>
Current:
  Federal                                                 $ 300      $21       $ 0
  State                                                      91        2         0
     Total                                                  391       23         0
Deferred                                                   (211)      63        48
Total                                                     $ 180      $86       $48
</TABLE>

25

<PAGE>
6. INCOME TAXES -- CONTINUED
Deferred tax liabilities (assets) are comprised of the following as of December
31:
<TABLE>
<CAPTION>
                                                                  1995        1994
<S>                                                              <C>         <C>
Property and equipment                                           $  202      $  150
Investment in affiliated companies                                1,416       1,566
  Gross deferred tax liabilities                                  1,618       1,716
Deferred consulting fee income                                      (90)
Allowance for doubtful accounts                                     (18)        (22)
Inventory costs and reserves                                       (124)       (111)
Employee benefits                                                   (34)        (30)
Warranty reserve                                                    (24)        (29)
Alternative Minimum Tax credit carryforwards                       (432)       (473)
Business credit carryforwards                                                  (101)
Other, net                                                           (5)        (29)
  Gross deferred tax assets                                        (727)       (795)
Valuation allowance                                                 178         473
  Total deferred taxes, net                                      $1,069      $1,394
</TABLE>

A valuation allowance is provided principally to offset all of the deferred tax
asset associated with Alternative Minimum Tax ("AMT") credit carryforwards as of
December 31, 1994, and a portion of such deferred tax asset as of December 31,
1995, the realization of which is uncertain. If realized, $131 of the AMT credit
carryforward will reduce goodwill.

The principal differences between the federal statutory tax rate and the
effective tax rate are as follows:
<TABLE>
<CAPTION>
                                                           1995       1994      1993
<S>                                                        <C>        <C>       <C>
Federal statutory tax rate                                  34.0%     34.0%     34.0%
Realization of Alternative Minimum Tax credit
  carryforwards                                             (6.4)
Reduction in valuation allowance                           (28.1)
Goodwill amortization                                       11.6
Benefit of net operating loss, net of Alternative
  Minimum Tax                                                                   (7.7)
Depletion                                                             (3.7)     (5.2)
State income taxes, net of federal tax benefit               6.7
Other, net                                                   2.1      (1.8)     (0.4)
Effective tax rate                                          19.9%     28.5%     21.1%
</TABLE>

7. STOCK OPTIONS

In November 1994, Bull Run adopted the 1994 Long Term Incentive Plan (the "1994
Plan") under which 2,500,000 shares of Bull Run common stock have been reserved
for issuance of stock options, restricted stock awards and stock appreciation
rights. Under terms of the Merger with Datasouth, all outstanding stock options
to purchase Datasouth common stock were converted to Bull Run stock options
under the 1994 Plan.

Also in November 1994, Bull Run adopted the Non-Employee Directors' 1994 Stock
Option Plan (the "1994 Directors' Plan") under which 350,000 shares of Bull Run
common stock have been reserved for issuance of stock options. Options under the
1994 Directors' Plan are fully vested when granted.
Information with respect to Bull Run's stock option plans follows:
<TABLE>
<CAPTION>
                                                         OPTION          OPTION PRICE
                                                         SHARES             RANGE
<S>                                                     <C>            <C>
Outstanding at January 1, 1993                            325,000      $     0.42-$0.75
  Exercised                                              (100,000)     $     0.42-$0.75
Outstanding at December 31, 1993                          225,000      $     0.42-$0.75
  Grants as a result of Datasouth merger                1,194,000      $     0.88-$0.96
  Other grants                                            375,000      $     1.34-$1.66
Outstanding at December 31, 1994                        1,794,000      $     0.42-$1.66
  Exercised                                              (143,000)     $     0.42-$0.88
  Cancelled                                               (10,000)     $     0.88
Outstanding at December 31, 1995                        1,641,000      $     0.42-$1.66
Options exercisable at December 31, 1995                  930,000      $     0.42-$1.66
</TABLE>

26

<PAGE>
8. RETIREMENT PLANS

Effective with the Merger, Bull Run adopted the Datasouth Savings and
Profit-Sharing Plan (the "401(k) Plan"), whereby employees of Bull Run and
Datasouth may contribute 1% to 15% of their gross pay to the 401(k) Plan subject
to limitations set forth by the Internal Revenue Service. The companies may make
matching and/or discretionary contributions to the employees' accounts in
amounts to be determined annually. Total company contributions to the 401(k)
Plan were $255 for year ended December 31, 1995 and $40 for the period November
30, 1994 through December 31, 1994.

9. GEOGRAPHIC DATA AND SIGNIFICANT CUSTOMER

Revenue from printer sales to non-domestic customers, located principally in
Western Europe, Southeast Asia and Mexico were $2,361 in 1995 and $209 in 1994.
A significant amount of revenue from printer operations is derived from one
customer. In 1995 and 1994, 30% and 34% of such revenue was attributable to this
customer, respectively.

10. SUBSEQUENT EVENTS

In January 1996, Bull Run entered into a Note Purchase Agreement with Gray
pursuant to which Bull Run purchased a certain 8% Subordinated Note issued by
Gray in the principal amount of $10,000,000 due in January 2005, with interest
payable quarterly beginning March 31, 1996. In connection with the Note Purchase
Agreement, Gray issued to Bull Run warrants to purchase up to 487,500 shares of
Gray common stock at approximately $17.88 per share. Warrants for 300,000 of the
487,500 shares are fully vested, with the remaining warrants vesting in five
annual installments of 37,500 shares each beginning January 3, 1997, assuming
the 8% Subordinated Note remains outstanding. Vested warrants are exercisable
after January 3, 1998 and expire in January 2006. The Note is subordinated to
Gray's outstanding debt to a bank and an institutional lender. Bull Run financed
the purchase with a $10,000,000 increase to its outstanding bank term loan
borrowings. The bank term loans totaling $23,500,000, subsequent to the January
1996 transactions, are payable in aggregate monthly installments of $200,000
beginning February 1999, and currently bear interest at the London Interbank
Offer Rate ("LIBOR") plus 1.75%, which was 7.554% as of December 31, 1995.

                         REPORT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
  BULL RUN CORPORATION
Atlanta, Georgia

We have audited the accompanying consolidated balance sheets of Bull Run
Corporation as of December 31, 1995 and 1994, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits. The
financial statements of Host Communications, Inc. ("HCI") and Capital Sports
Properties, Inc. ("CSP") have been audited by other auditors whose reports have
been furnished to us; insofar as our opinion on the consolidated financial
statements relates to data included for HCI and CSP, it is based solely on their
reports. In the consolidated financial statements, the Company's investment in
HCI and CSP is stated at $11,165,000 at December 31, 1995 and the Company's
equity in the net income of HCI and CSP is stated at $245,000 for the year then
ended.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.

In our opinion, based on our audits and, for 1995, the reports of other
auditors, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Bull
Run Corporation at December 31, 1995 and 1994, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP 
Atlanta, Georgia
February 22, 1996

27

<PAGE>
                         DATASOUTH COMPUTER CORPORATION
                            SELECTED FINANCIAL DATA
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                  *1994         1993          1992          1991
<S>                                                              <C>           <C>           <C>           <C>
OPERATING RESULTS FOR THE
  YEAR ENDED:
Revenue from printer operations                                  $18,995       $16,906       $15,369       $15,495
Cost of goods sold                                                13,336        12,117        10,830        11,638
Gross profit                                                       5,659         4,789         4,539         3,857
Operating expenses                                                 4,941         5,031         4,492         4,681
Income (loss) from operations                                        718          (242)           47          (824)
Equity in earnings of affiliated company                             376           108
Interest income (expense), net                                      (148)          166           590           651
Income (loss) before income taxes                                    946            32           637          (173)
Income tax provision                                                (227)                        (31)
Net income (loss)                                                $   719       $    32       $   606       $  (173)
</TABLE>

* Operating results for the period January 1, 1994 through November 29, 1994,
  the effective date of the merger of Datasouth into a wholly-owned subsidiary
  of Bull Run. Subsequent to November 29, 1994, Datasouth's operating results
  are consolidated with Bull Run's.
<TABLE>
<S>                                                                             <C>           <C>           <C>
FINANCIAL POSITION AS OF
  DECEMBER 31:
Working capital                                                                 $ 4,999       $13,322       $12,906
Investment in affiliated company                                                 11,218
Total assets                                                                     21,140        16,933        16,812
Long-term obligations                                                             3,000
Stockholders' equity                                                             15,935        15,908        15,302
Current ratio                                                                       3.3          14.0           9.5
</TABLE>
 
The changes in financial position from 1992 to 1993 were the result of funding
the acquisition of a 21% interest in Gray with cash and short-term investments
totaling $8,162,000 and borrowings of $3,000,000 in long-term debt.
                               SELECTED QUARTERLY
                           FINANCIAL DATA (UNAUDITED)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     FIRST        SECOND         THIRD        FOURTH
                                                                    QUARTER       QUARTER       QUARTER       QUARTER
<S>                                                                 <C>           <C>           <C>           <C>
1994:
Revenue                                                             $ 5,140       $ 4,228       $ 5,457       $ 4,170(a)
Gross profit                                                          1,530         1,145         1,690         1,294(a)
Net income (loss)                                                       144           (49)          340           284(a)
1993:
Revenue                                                             $ 2,967       $ 4,092       $ 4,611       $ 5,236
Gross profit                                                            777         1,116         1,420         1,476
Net income (loss)                                                      (350)         (403)          289           496
</TABLE>

(a) For the period October 1, 1994 through November 29, 1994.

28
<PAGE>
                         DATASOUTH COMPUTER CORPORATION
                            MANAGEMENT'S DISCUSSION
                                  AND ANALYSIS

ACQUISITION BY BULL RUN CORPORATION

In April 1993, Bull Run acquired a 43.6% interest in Datasouth from The Cold
Heading Company and related individuals. On November 29, 1994, the remaining
56.4% of Datasouth was acquired by Bull Run as a result of the merger of
Datasouth into a newly-formed, wholly-owned subsidiary of Bull Run. Under the
terms of the merger, each outstanding share of common stock of Datasouth (other
than shares owned by Bull Run, which were cancelled) was converted into the
right to receive three shares of Bull Run's common stock. Since the merger,
Datasouth has operated as a wholly-owned consolidated subsidiary of Bull Run
under the name "Datasouth Computer Corporation."

RESULTS OF OPERATIONS

Revenue of $18,995,000 for the period January 1, 1994 through November 29, 1994
represented a 12% increase over revenue for the year ended December 31, 1993 of
$16,906,000. The principal factor contributing to the favorable difference was
an increase in sales to the SABRE Travel Information Network ("SABRE"), a
division of American Airlines, from approximately $600,000 in 1993 to
approximately $3,900,000 in the period ended November 29, 1994.

Gross profit as a percentage of revenue was 30% in the period ended November 29,
1994 and 28% in 1993. The improvement is principally due to absorption of fixed
overhead costs over greater unit volume during 1994.

Equity in earnings of Gray was $376,000 for the period ended November 29, 1994,
reflecting Datasouth's proportionate share of Gray's reported net income less
$224,000 in goodwill amortization.

Operating expenses were $4,941,000 for the period ended November 29, 1994
compared to $5,031,000 for 1993. At 26% of total revenue in 1994 compared to 30%
in 1993, the 1994 operating expenses represented a favorable change principally
due to nonrecurring advertising and product development expenses incurred in
1993 related to the DOCUMAX (TM) printer line introduction. Operating expenses 
in 1994 included $344,000 of costs associated with the merger.

Interest income decreased to $80,000 in the period ended November 29, 1994 from
$267,000 in 1993 due to a reduction in short-term investments. Interest expense
of $228,000 in 1994 and $101,000 in 1993 resulted primarily from the issuance of
8% nonconvertible subordinated debentures totaling $3,000,000, issued to
insurance companies affiliated with Bull Run in May 1993 in connection with
Datasouth's initial investment in Gray.

LIQUIDITY AND CAPITAL RESOURCES

Datasouth acquired Gray common stock in May 1993 for $11,162,000, constituting
approximately 21% of Gray's outstanding shares. In the period January 1, 1994
through November 29, 1994, Datasouth purchased additional shares of Gray common
stock for $939,000, thereby increasing its interest in Gray to 25.7%.

Datasouth periodically borrowed from a $2,000,000 available uncollateralized
revolving line of credit bearing interest at the bank's prime lending rate.

Operations and investment income were Datasouth's principal sources of cash.
Datasouth invested excess cash in highly-liquid temporary investments and
marketable securities, in addition to its Gray common stock. Datasouth did not
pay a dividend since its inception.

29
<PAGE>
                         DATASOUTH COMPUTER CORPORATION
                       CONSOLIDATED STATEMENTS OF INCOME
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                     JANUARY 1, 1994         YEAR ENDED
                                                                                         THROUGH            DECEMBER 31,
                                                                                    NOVEMBER 29, 1994           1993
<S>                                                                                 <C>                     <C>
Revenue                                                                                  $18,995              $ 16,906
Cost of goods sold                                                                        13,336                12,117
Gross profit                                                                               5,659                 4,789
Operating expenses:
  Research and development                                                                 1,375                 1,735
  Selling, general and administrative                                                      3,566                 3,296
                                                                                           4,941                 5,031
Income (loss) from operations                                                                718                  (242)
Other income (expense):
  Equity in earnings of affiliated company                                                   376                   108
  Interest income                                                                             80                   267
  Interest expense                                                                          (228)                 (101)
                                                                                             228                   274
Income before income taxes                                                                   946                    32
Provision for income taxes                                                                   227
Net income                                                                               $   719              $     32
</TABLE>
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                     JANUARY 1, 1994         YEAR ENDED
                                                                                         THROUGH            DECEMBER 31,
                                                                                    NOVEMBER 29, 1994           1993
<S>                                                                                 <C>                     <C>
Cash flows from operating activities:
  Net income                                                                             $   719              $     32
  Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:
  Provision for bad debts                                                                      2                    12
  Depreciation and amortization                                                              686                   648
  Equity in earnings of affiliated company                                                  (376)                 (108)
  Change in operating assets and liabilities:
    Accounts receivable                                                                     (505)               (1,160)
    Inventories                                                                              401                (1,211)
    Other current assets                                                                      12                    39
    Accounts payable                                                                        (457)                1,033
    Accrued and other current liabilities                                                    630                   147
  Net cash provided by (used in) operating activities                                      1,112                  (568)
Cash flows from investing activities:
  Sales of marketable securities                                                             500                 5,451
  Capital expenditures                                                                      (294)                 (781)
  Investment in affiliated company                                                          (939)              (11,162)
  Dividends received from affiliated company                                                  41                    52
  Net cash used in investing activities                                                     (692)               (6,440)
Cash flows from financing activities:
  Borrowings under line of credit                                                          4,424                   918
  Repayments on line of credit                                                            (4,424)                 (918)
  Proceeds from long-term debt                                                                                   3,000
  Advances to affiliated company                                                             (53)
  Repayments by affiliated company                                                            15
  Issuance of common stock                                                                     5
  Repurchase of common stock                                                                                        (5)
  Net cash provided by (used in) financing activities                                        (33)                2,995
Net increase (decrease) in cash and cash equivalents                                         387                (4,013)
Cash and cash equivalents, beginning of period                                               245                 4,258
Cash and cash equivalents, end of period                                                 $   632              $    245
Supplemental cash flow disclosures:
  Interest paid                                                                          $   249              $      1
  Income taxes paid (recovered), net                                                           7                   (78)
</TABLE>
 
                  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
                  OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
 
30

<PAGE>
                         DATASOUTH COMPUTER CORPORATION
                             NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                             (Dollars in thousands)

1. ACQUISITION BY BULL RUN CORPORATION

Immediately following the approval of the shareholders of Datasouth Computer
Corporation ("Datasouth") and Bull Run Corporation ("Bull Run") on November 29,
1994, Datasouth was merged (the "Merger") into a newly-formed, wholly-owned
subsidiary of Bull Run (which immediately changed its name to "Datasouth
Computer Corporation") through the exchange of three shares of Bull Run common
stock for each share of Datasouth common stock which Bull Run did not then own.
Prior to the Merger, Bull Run owned approximately 43.6% of the Datasouth
outstanding common stock. The accompanying financial statements present the
results of operations and cash flows for the 1994 period prior to the Merger and
for the year ended December 31, 1993. Subsequent to the Merger, Datasouth
operates as a wholly-owned subsidiary of Bull Run and its results are
consolidated with those of Bull Run.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of Datasouth and its wholly-owned subsidiary,
Datasouth International Sales Corporation, after elimination of intercompany
accounts and transactions.

ACCOUNTS RECEIVABLE -- Datasouth sells computer printers and provides service
worldwide to distributors, value-added resellers and large volume end users.
Datasouth performs ongoing credit evaluations of its customers' financial
condition and generally requires no collateral from its customers. The allowance
for doubtful accounts was $64 as of November 29, 1994.

INVENTORIES -- Inventories are stated at the lower of cost, determined on the
first-in, first-out method, or market.

PROPERTY AND EQUIPMENT -- Property and equipment is stated at cost less
depreciation computed under the straight-line method over the estimated useful
life of the asset, generally from 3 to 7 years. Expenditures for maintenance,
repairs and minor renewals are charged to expense.

INVESTMENT IN AFFILIATED COMPANY -- Datasouth's investment in an affiliated
company is accounted for by the equity method. The excess of Datasouth's
investment over the underlying equity of the investee, totaling $10,099 as of
November 29, 1994, was being amortized over 40 years.

WARRANTY COSTS -- An estimated allowance for future warranty costs based on past
experience is recorded as a charge to cost of goods sold.

RESEARCH AND DEVELOPMENT -- Research and development costs, including the costs
of software developed internally, are expensed as incurred.

INCOME TAXES -- Income taxes are recognized in accordance with Statement of
Accounting Standards No. 109, "Accounting for Income Taxes," whereby deferred
income tax liabilities or assets at the end of each period are determined using
the tax rate expected to be in effect when the taxes are actually paid or
recovered. A valuation allowance is recognized on net deferred tax assets whose
realization is not reasonably assured.

3. OPERATING LEASES

Datasouth leases its main facility under a seven-year operating lease expiring
in 1998 having a renewal option for an additional three year period, and leases
additional office and warehouse space under an operating lease expiring in 1997.
Total rental expense was $277 for the period January 1, 1994 through November
29, 1994, and $302 for 1993.

4. INVESTMENT IN AFFILIATED COMPANY

Datasouth's investment in affiliated company represents its interest in the
common stock of Gray Communications Systems, Inc. ("Gray") initially acquired
July 30, 1993. Based in Albany, Georgia, Gray owned three VHF NBC-affiliated
television stations, two CBS-affiliated television stations and two daily
newspapers as of November 29, 1994.

Summarized operating results of Gray follow:
<TABLE>
<CAPTION>
                                            JANUARY 1, 1994          JULY 30, 1993
                                                THROUGH                 THROUGH
                                           NOVEMBER 30, 1994       DECEMBER 31, 1993
<S>                                        <C>                     <C>
Operating revenue                               $32,073                 $11,091
Operating expenses                               26,265                   8,620
Income from operations                            5,808                   2,471
Net income                                        2,781                   1,002
</TABLE>

Gray's stock is publicly traded on the New York Stock Exchange (symbol: GCS). As
of November 29, 1994, the fair value of Gray shares owned by Datasouth was
approximately $15,733, based on an independent appraisal of Gray performed by an
investment banking firm.

Datasouth's initial investment in Gray was partially financed with $3,000 in
subordinated debentures payable to insurance companies affiliated with Bull Run.
Interest expense associated with this related party financing was $238 in the
period January 1, 1994 through November 29, 1994 and $101 in 1993.

31

<PAGE>
5. INCOME TAXES

Income taxes for the period January 1, 1994 through November 29, 1994 were
provided for currently payable federal income taxes. No tax provision was
necessary for 1993.

As of November 29, 1994, Datasouth had available a $101 research and development
credit carryforward available to offset future federal tax liabilities, expiring
in 2005. A valuation allowance of $131 was provided to offset net deferred tax
assets, the realization of which was uncertain.

The principal differences between the federal statutory tax rate and the
effective tax rate were as follows:
<TABLE>
<CAPTION>
                                                                               JANUARY 1, 1994            YEAR ENDED
                                                                                   THROUGH               DECEMBER 31,
                                                                              NOVEMBER 29, 1994              1993
<S>                                                                           <C>                     <C>
Federal statutory tax rate                                                           34.0%                    34.0%
Nondeductible business expenses                                                       0.6                      7.1
Nondeductible merger expenses                                                         8.4
Increase in valuation allowance                                                                              (40.7)
Tax benefit of net operating loss and tax credit carryforward                       (21.5)
Other, net                                                                            2.5                     (0.4)
Effective tax rate                                                                   24.0%                     0.0%
</TABLE>

6. RETIREMENT PLANS

Effective January 1, 1994, Datasouth adopted the Datasouth Savings and
Profit-Sharing Plan (the "401(k) Plan"), whereby employees could contribute 1%
to 15% of their gross pay to the 401(k) Plan subject to limitations set forth by
the Internal Revenue Service. Datasouth made matching and discretionary
contributions to the employees' accounts totaling $199 in the period January 1,
1994 through November 29, 1994. Prior to 1994, Datasouth had a Simplified
Employee Pension Plan ("SEP") in which principally all employees were eligible
to participate. The SEP was funded solely by company contributions which
amounted to $198 in 1993.

7. STOCK OPTIONS

Datasouth adopted the 1993 Incentive Stock Option Plan (the "Plan") under which
options were granted to officers and employees, exercisable at the fair market
value of the shares at the date of grant. The options vested 20% per year over 5
years from the date of grant and were exercisable over a period not to exceed 10
years. As of November 29, 1994, 398,000 shares granted under the Plan were
outstanding. Options for 2,000 shares were exercised in 1994 prior to November
29, 1994. No options under the Plan were exercised or cancelled in 1993. In
connection with the Merger, all outstanding options under the Plan were
converted into options under Bull Run's 1994 Long-Term Incentive Plan.

8. GEOGRAPHIC DATA AND SIGNIFICANT CUSTOMERS

Sales to non-domestic customers, located principally in Western Europe,
Southeast Asia and Mexico, totaled $1,491 for the period January 1, 1994 through
November 29, 1994 and $998 in 1993.
For the period January 1, 1994 through November 29, 1994, approximately 20% of
total revenue was derived from one customer. No individual customer accounted
for 10% or more of total revenue in 1993.

                         REPORT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
  DATASOUTH COMPUTER CORPORATION
Charlotte, North Carolina

We have audited the accompanying consolidated statements of income and cash
flows of Datasouth Computer Corporation for the period January 1, 1994 through
November 29, 1994 and the year ended December 31, 1993. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated statements of income and cash flows for the
period January 1, 1994 through November 29, 1994 and the year ended December 31,
1993 present fairly, in all material respects, the consolidated results of
operations and cash flows of Datasouth Computer Corporation for the period
January 1, 1994 through November 29, 1994 and the year ended December 31, 1993
in conformity with generally accepted accounting principles.

Atlanta, Georgia
February 22, 1995

/s/ Ernst & Young LLP

32
<PAGE>


DIRECTORS

J. MACK  ROBINSON--Chairman  of the Board of Bull Run Corporation;  Chairman and
President  of Delta Life  Insurance  Company  since  1958;  Chairman of Atlantic
American  Corporation,  an  insurance  holding  company,  since  1974,  and  its
President  from 1988 to May 1995;  director  emeritus of  Wachovia  Corporation;
director of Gray Communications Systems, Inc.

GERALD N.  AGRANOFF--Affiliated  with Plaza  Securities  Company  and  Arbitrage
Securities Company,  investment firms, since 1982, and currently General Counsel
and  a  general  partner;  director  of  Canal  Capital  Corporation,  Datapoint
Corporation and Atlantic Gulf Communities Corporation; trustee of the Management
Assistance Inc. Liquidating Trust.

JAMES W.  BUSBY--President of Datasouth Computer  Corporation since 1984; one of
Datasouth's founders in 1977.

HILTON H. HOWELL, JR.--President of Atlantic American Corporation since May 1995
and previously its Executive Vice President since 1992; Executive Vice President
and General Counsel of Delta Life and Delta Fire & Casualty Insurance  Companies
since 1991; director of Gray Communications Systems, Inc.

ROBERT S.  PRATHER,  JR.--President  and  Chief  Executive  Officer  of Bull Run
Corporation; director of Gray Communications Systems, Inc., Host Communications,
Inc. and University Sports America, Inc.

ALEX C. RITCHIE--Director of Silver Standard Resources,  Inc., a mining company,
from which he retired as President in 1984.

OFFICERS 

J. MACK ROBINSON--Chairman of the Board 

ROBERT S.  PRATHER,  JR.--President and Chief Executive Officer 

HILTON H. HOWELL, JR.--Vice President and Secretary 

FREDERICK J. ERICKSON--Vice President - Finance, Treasurer and Chief 
Financial  Officer

STOCKHOLDER   INFORMATION 

CORPORATE  HEADQUARTERS  
Bull  Run  Corporation 
4370 Peachtree Road, N.E.  
Atlanta,  GA 30319 
phone (404) 266-8333
fax (404) 261-9607

TRANSFER AGENT & REGISTRAR 
TranSecurities International, Inc. 
2510 N. Pines Road
Spokane,  WA 99206-7624  
(509) 927-1255  

INDEPENDENT  AUDITORS 
Ernst & Young LLP
Suite 2800 
600 Peachtree Street 
Atlanta, GA 30308-2215 

SUBSIDIARIES & AFFILIATES
Datasouth Computer Corporation 
4216 Stuart Andrew Boulevard
Charlotte,  NC 28217
(704)  523-8500  

Gray  Communications  Systems,  Inc.
126 N.  Washington  Street
Albany, GA 31702 
(912) 888-9390 

Host  Communications,  Inc. 
546 East Main Street
Lexington, KY 40596 
(606) 226-4678

STOCK  EXCHANGE
Bull Run's common stock is listed 
on the Nasdaq  exchange  under
the symbol "BULL"  
Gray's common stock is listed on the 
New York Stock  Exchange under the
symbol  "GCS" 

FORM  10-KSB 
A copy of the Bull Run's  Annual  Report on
Form 10-KSB submitted to the Securities 
and Exchange  Commission may be obtained
by contacting Investor Relations at Bull 
Run's Corporate Headquarters.

<PAGE>

                              BULL RUN CORPORATION

                       (Bull Run logo appears here)

            4370 Peachtree Road, N.E. Altanta, GA 30319 404-266-8333
<PAGE>