U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                          COMMISSION FILE NUMBER 0-9385


                              BULL RUN CORPORATION
                 (Name of small business issuer in its charter)
<TABLE>
<CAPTION>


<S>                                                                <C>   
 
                       GEORGIA                                           91-1117599
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)
</TABLE>

         4370 PEACHTREE ROAD, N.E., ATLANTA, GA               30319
          (Address of principal executive offices)          (Zip Code)

Issuer's telephone number  (404) 266-8333

Securities registered under Section 12(b) of the Exchange Act:  NONE

Securities registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, $.01 PAR VALUE
                                (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X ]      No [   ]
     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]

     The issuer's revenues for its most recent fiscal year were $24,654,000.

     The aggregate market value of the voting stock held by nonaffiliates of the
issuer (12,381,469 shares) on February 28, 1997 was $37,144,407, based on the
closing price thereof on The Nasdaq Stock Market.

     The number of shares outstanding of the issuer's Common Stock, par value
$.01 per share, as of February 28, 1997 was 21,302,217.



                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference:
         Documents                           Form 10-KSB Reference
         ---------                           ---------------------
1996 Annual Report to Shareholders           Part II, Items 6 and 7
Proxy Statement dated March 18, 1997         Part III, Items 9, 10, 11 and 12


<PAGE>





                              BULL RUN CORPORATION

                                FORM 10-KSB INDEX

                                     PART I

                                                                           PAGE

ITEM 1.  Description of Business..........................................  3
ITEM 2.  Description of Property..........................................  7
ITEM 3.  Legal Proceedings................................................  8
ITEM 4.  Submission of Matters to a Vote of Security Holders..............  8


                                     PART II


ITEM 5.  Market for Common Equity and  Related Stockholder Matters........  8
ITEM 6.  Management's Discussion and Analysis or Plan of Operations.......  8
ITEM 7.  Financial Statements.............................................  8
ITEM 8.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure............................  9


                                    PART III


ITEM 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance With Section 16(a) of the Exchange Act..............  9
ITEM 10. Executive Compensation...........................................  9
ITEM 11. Security Ownership of Certain Beneficial Owners and
           Management.....................................................  9
ITEM 12. Certain Relationships and Related Transactions...................  9


                                     PART IV


ITEM 13. Exhibits and Reports on Form 8-K................................. 10
         Signatures....................................................... 13



                                        2

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

         Bull Run Corporation (the "Company"), a Georgia corporation, was
originally incorporated under the laws of the State of Washington under the name
of Bull Run Gold Mines, Ltd. The Company changed its name and state of
incorporation in December 1992, relocating its corporate office to Atlanta.
Prior to selling its interest in a joint venture in November 1990 for $6,000,000
in cash and the discharge of its outstanding debt, the Company was a mineral
resource company which had been engaged in the business of developing and mining
in Nevada through the joint venture with another mining company.

         In November 1994, the Company acquired by merger (the "Merger")
Datasouth Computer Corporation ("Datasouth"). Datasouth, located in Charlotte,
North Carolina, designs, manufactures and markets heavy-duty dot matrix and
thermal printers for vertical markets including transportation, distribution,
manufacturing and health care. Datasouth sells its products worldwide through
distributors and value-added resellers, and directly to large volume major
accounts. Since the Merger, Datasouth has operated as a wholly-owned subsidiary
of the Company.

         In May 1993, the Company, through its then 43.6%-owned affiliate,
Datasouth, acquired approximately 21% of the outstanding class A common stock of
Gray Communications Systems, Inc. ("Gray"). Since then the Company has
accumulated additional Gray class A common stock through both market and private
transactions. In 1996, Gray consummated a public offering of 3.5 million shares
of its class B common stock. Due to the dilutive effect of the public offering,
the Company's ownership was reduced to 15.5% of the total outstanding Gray
common stock as of December 31, 1996, representing 25.1% of the voting power.
Parties affiliated with the Company, including officers and directors of the
Company and companies of which they are principal shareholders and/or executive
officers, owned an additional 14.4% of Gray's outstanding common stock as of
December 31, 1996, representing an additional 23.3% voting interest in Gray. The
Company also owns shares of series A and series B preferred stock of Gray and
warrants to purchase additional Gray class A common stock.

         Gray is a Southeast United States communications company located in
Albany, Georgia which operates: (i) two NBC-affiliated television stations -
WALB-TV in Albany, Georgia; and WJHG-TV in Panama City, Florida; (ii) five
CBS-affiliated television stations - WCTV-TV in Tallahassee, Florida; WVLT-TV in
Knoxville, Tennessee; WKYT-TV in Lexington, Kentucky; WYMT-TV in Hazard,
Kentucky; and WRDW-TV in Augusta, Georgia; (iii) three daily newspapers, THE
ALBANY HERALD in Albany, Georgia; THE ROCKDALE CITIZEN in Conyers, Georgia; and
THE GWINNETT DAILY POST in Lawrenceville, Georgia; (iv) two advertising weekly
shoppers in Southwest Georgia and North Florida; (v) Satellite Production
Services, a satellite and production business in Tallahassee, Florida; and (vi)
PortaPhone Paging, a communications and paging business in the Southeast. Gray
has also entered into an agreement to purchase Gulflink Communications, Inc., a
transportable satellite business in Baton Rouge, Louisiana, and has signed a
letter of intent to purchase the assets of WITN-TV, the NBC affiliate in the
Greenville-Washington-New Bern, North Carolina market. Gray generated revenue of
$79.3 million in 1996 and had total assets of approximately $300 million as of
such date. J. Mack Robinson, the Company's Chairman of the Board, Robert S.
Prather, Jr., the Company's President, CEO and a director, and Hilton H. Howell,
Jr., the Company's Vice President, Secretary and a director, are members of
Gray's Board of Directors. Mr. Robinson and Mr. Prather are currently Gray's
interim President and CEO, and interim Executive Vice President - Acquisitions,
respectively, as a result of the unexpected death of Gray's President in
September 1996.

         In 1995, the Company acquired 50% of the outstanding common stock of 
Capital Sports

                                        3

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Properties, Inc. ("CSP"). In 1996, the Company acquired an additional 1.5% of
CSP's outstanding common stock. CSP's assets consist of all of the outstanding
8% cumulative preferred stock of Host Communications, Inc. ("HCI") and
approximately 48.9% of HCI's outstanding common stock as of December 31, 1996.
During 1995 and 1996, the Company acquired HCI common stock in a series of
transactions, resulting in direct ownership of approximately 4.5% of HCI's
outstanding common stock as of December 31, 1996. When combined with the
Company's pro rata ownership of HCI common stock through CSP, the Company has an
aggregate ownership of 29.7% of HCI common stock as of December 31, 1996,
effectively making it HCI's largest stockholder. HCI, based in Lexington,
Kentucky, provides multimedia, promotional marketing and event management
services to universities, athletic conferences and associations, the most
prominent of which is the National Collegiate Athletic Association ("NCAA(R)").
HCI reported total revenue of $41.4 million for its most recently completed
fiscal year ended June 30, 1996 and total assets of $29.2 million as of such
date.

         In 1995, the Company purchased, for $650,000, convertible preferred
stock of Universal Sports America, Inc. ("USA"), representing 13.3% of USA's
outstanding preferred stock. The preferred stock owned by the Company is
convertible into USA common stock, representing approximately 3% of USA's
outstanding common stock after giving effect to such conversion. USA offers
corporate sponsorships, advertising and other promotional opportunities
involving college athletics and participatory sporting events, such as the
Hoop-It-Up(TM) 3-on-3 basketball tournaments. HCI owns approximately 33.8% of
USA's outstanding common stock. Mr. Prather is a director of HCI, CSP and USA.

PRINCIPAL PRODUCTS AND MARKETS

         The Company, through Datasouth, designs, manufactures and markets
heavy-duty dot matrix and thermal printers for industrial applications,
generally selling under the "Datasouth" name. It has historically targeted the
heavy-duty, multipart forms segment of the serial matrix impact printer market
in vertical markets such as transportation/travel, healthcare and
manufacturing/distribution. These printers are used primarily for forms such as
invoices, purchase orders, bills of lading, customs documents, insurance
documents, travel documents and patient admission forms. The printer business is
not seasonal to any significant degree.

         The Company's impact printers compete in the medium and high speed
(i.e., 300 to 600 characters per second, or "cps") serial impact dot matrix
printer markets. Datasouth's dot matrix products distinguish themselves from
many lower priced printers in their ability to print forms and reports as thick
as nine parts and to withstand rugged duty cycles. Datasouth currently
manufactures three dot matrix product families: Documax(R), Performax and the XL
line. Documax, a heavy-duty dot matrix printer designed to provide maximum forms
printing capabilities in a minimum amount of space, is a narrow carriage printer
intended for printing on demand industry specific documents such as hotel bills,
patient admissions/discharge forms, airline tickets, packing slips and invoices.
A multipath printer for multipart forms, Documax offers a dual-tractor feature
which allows the operator to switch automatically from one form to another. The
original Documax versions print at speeds up to 333 cps and generate bar codes,
OCR and industrial graphics as well. In 1996, the Company began shipping a 600
cps version of Documax. The Performax line is a family of high speed wide
carriage serial impact dot matrix printers which operate at speeds up to 622
cps. The XL line is a family of medium speed wide carriage serial impact dot
matrix printers which operate at speeds ranging from 300 to 400 cps.

         The Company also provides a line of portable and desktop thermal
printers. These are used primarily for printing one packing or shipping label at
a time, with the ability to use a label stock which has no silicone coated
liner. The "liner-free" 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. In 1994, the Company introduced the
"FreeLiner(TM)," its first line of portable thermal printers, and commenced
shipments of a desktop version of the printer, the "FreeLiner DT" in

                                        4

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1995. In 1996, the Company began shipments of the "WinLiner," its first
internally developed and manufactured thermal printer, a portable 2-inch wide
printer targeted at label and receipt applications which also take advantage of
"liner-free" label adaptations.

         The Company announced in February 1997 that it had been awarded a
contract by SABRE Travel Information Network(R) to develop and manufacture a new
airline ticket printer. The development is expected to be completed in late
1997. The Company anticipates that this printer, which uses thermal printing
technology, will be small, easy to use, and have a simpler design than currently
available airline ticket printers, thus requiring less maintenance. Additional
information concerning the Company's airline ticket printer is set forth under
the caption "Sales and Distribution" below in this Item 1.

COMPETITION

         Competition in the computer printer industry is generally quite intense
and some of the Company's competitors have greater financial and other
resources. As the printer market continues to segment by speed, application and
technology, the Company believes its dot matrix products to be competitive in
the medium and high speed serial impact dot matrix printer markets for
applications requiring high performance output of text, graphics and bar codes,
and believes its thermal printer products to be competitive in the portable and
desktop thermal printer markets. The Company believes that its products do not
generally compete in "mass market" dot matrix and thermal printer applications.
The Company's products are intended for use in industrial markets often avoided
by large Japanese and domestic printer manufacturers, which may not deem these
markets large enough to pursue.

MANUFACTURING AND QUALITY CONTROL

         The Company's printer manufacturing capabilities provide a strategic
advantage over most competitors. Focusing on customer response time and high
quality customer service, it can provide quick, on-time product delivery while
maintaining low finished goods inventories by scheduling product configuration
each day. All assemblies, including PC boards assembled by the Company, and raw
materials, are pulled through to replenish stock consumed, thereby eliminating
unnecessary inventories and scheduling. After configuration, the units are
burned-in and are available for shipment within 24 hours. As a result, the
product mix can be altered within hours, allowing the Company to quote delivery
in a much shorter period than many of its competitors.

         The Company's manufacturing operation assembles products in accordance
with its designs and specifications. It utilizes components and sub-assemblies
procured from outside suppliers, some of which produce parts from tooling
designed and owned by the Company. Most of the materials, components and
subassemblies are available from a variety of sources and are generally not
subject to significant price volatility. Although the Company has not
experienced any significant problems in obtaining materials, components or
subassemblies, future shortages could result in production delays which would
adversely affect its business.

         Product design reflects an awareness of the practical aspects of
manufacturing high quality products. Commonality of components and subassemblies
across product lines provides efficiencies in quality control, productivity,
material cost and inventory control. The Company utilizes automated component
insertion, wave soldering and automated test equipment to reduce labor costs
while maintaining high quality. The Company verifies the quality of its products
by thorough testing at various stages of the assembly process.

WARRANTY AND SERVICE

         The Company warrants its printers against defects in workmanship,
generally for one year, in addition to providing in-house depot repair service.
Distributors and national third party service organizations provide on-site
repair under service contracts. The Company has a technical support staff
accessible to all customers through a toll-free telephone number, as well

                                        5

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as through the Company's Internet Website.

         The Company's warranty experience over the past three years has ranged
from approximately .3% to .4% of revenue. Total warranty expense for 1996, 1995
and 1994 was approximately $104,000, $88,000 and $78,000, respectively.

SALES AND DISTRIBUTION

         Printers, parts, accessories and consumables are sold through an
international network of approximately 60 independent distributors and directly
to large volume major accounts, which consist of end-users and original
equipment manufacturers. During 1996, finished product sales to distributors
represented 31% of total revenue, and finished product sales to major accounts
represented 46%, compared to 35% and 44% in 1995, respectively.

         Distributors typically operate in nonexclusive territories on a local,
regional, national or international basis. The distributors carry complementary
lines of computers and peripheral products and may carry products competitive
with the Company's products. They sell principally to large industrial
companies, hospitals, banks, government agencies, educational institutions,
airlines, rental car companies and travel agencies.

         Since 1993, the Company has been supplying Documax printers to SABRE(R)
under a five year contract. The contract is, however, cancelable at any time by
SABRE. Moreover, SABRE is under no contractual obligation to purchase any
minimum number of printers from Datasouth during the term of the contract. Sales
to SABRE were approximately $7,200,000 in 1996, $7,800,000 in 1995 and
$4,800,000 in 1994, representing 30%, 30% and 22% of total sales from
Datasouth's printer operations, respectively.

         As mentioned above under "Principal Products and Markets," the Company
is currently developing a new airline ticket printer. As the travel market
embraces a number of new technologies such as Internet reservation booking and
electronic ticketing, it is essential to have cost-effective equipment in place
at travel agency locations. This new ticket printer will provide an attractively
priced alternative to traditional printers and will be affordable for even small
travel agencies as SABRE continues its global expansion. Additionally, it will
target satellite ticket printing applications in remote locations, such as
corporate offices and hotels/motels. The Company believes that the engineering
and design work for the new printer will be completed in late 1997, and sales of
the printer will begin making a meaningful revenue contribution to the Company
in 1998.

         The Company intends to continue aggressively pursuing new major account
business in 1997, while maintaining and strengthening relationships with key
distributors.

BACKLOG

         The Company sells its products to its customers pursuant to cancelable
purchase orders and, accordingly, does not require firm quantity commitments.
Customers generally issue cancelable purchase orders with short delivery lead
times. The time lapse between receipt of a purchase order and shipment of
printers generally ranges from one to 90 days. For this reason, the Company's
production schedule is based substantially on anticipated releases, and
management does not regard the backlog of purchase orders at any one time to be
indicative of future trends in its revenue.

         As of December 31, 1996, the Company had unfilled cancelable purchase
orders with an aggregate selling price of approximately $1,821,000, compared
with $755,000 and $3,150,000 as of December 31, 1995 and 1994, respectively.

ADVERTISING AND PROMOTION

         The Company participates in numerous regional, national, and 
international trade shows

                                        6

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and actively promotes its products through direct mail, telemarketing and co-op
advertising arrangements with distributors. It also advertises its products in
publications serving the industrial markets targeted by its products.
Advertising costs were approximately $227,000, $198,000 and $244,000 in 1996,
1995 and 1994, respectively.

RESEARCH AND DEVELOPMENT

         The Company employs over 20 engineers, technicians and support
personnel to engage in basic and applied research. In 1996, the Company released
a new 600 cps version of its Documax printer and an internally-developed
portable thermal printer, the "WinLiner." In 1997, the primary focus of the
Company's engineering team will be the development of a new ATB2 airline ticket
printer, designed in conjunction with SABRE, which is expected to be completed
in the fourth quarter of 1997. In addition, engineering efforts are focused on
enhancement of existing products to expand market penetration, and customization
of existing products to meet special printing applications for specific customer
needs. As opportunities arise, new markets and technologies will also be
explored in conjunction with strategic business partners such as SABRE, where
the Company believes it can add value through design, manufacturing or
distribution capabilities.

         Total research and development expense was $1,568,000, $1,872,000, and
$1,515,000 in 1996, 1995 and 1994, respectively.

PATENTS, TRADEMARKS AND RELATED CONTRACTS

         The Company's business is not dependent upon the existence of any
patents, trademarks or related contracts.

EMPLOYEES

         As of December 31, 1996, the Company had 120 full-time employees, most
of whom were located at Datasouth's administrative and manufacturing facility in
Charlotte, North Carolina. No employees are subject to collective bargaining
agreements, and there have been no work stoppages due to labor difficulties.
Management believes that its relationship with employees is good.

EXPORT SALES

         Sales to non-domestic customers, located principally in Western Europe,
Southeast Asia and South America, totaled approximately $2,954,000 in 1996,
$2,361,000 in 1995, and $1,700,000 in 1994.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's executive offices are located in Atlanta, Georgia in
approximately 2,000 square feet of office space leased from Delta Life Insurance
Company, an affiliate of J. Mack Robinson, the Company's Chairman of the Board.
The lease expires in December 2002, subject to several renewal options on the
part of the Company.

         Datasouth's administrative offices and operations are located in
Charlotte, North Carolina in approximately 60,000 square feet of fully-utilized
leased facilities. Although present facilities are suitable and adequate for its
current needs, the Company owns approximately eight acres of land contiguous to
its Charlotte facility for future expansion, if necessary. Datasouth's main
administrative and manufacturing facility is leased through December 1998 having
a three year renewal option, and additional office and warehousing space is
leased through December 1997. The Company expects that the lease expiring in
1997 will be renewed at terms similar to the existing lease.

         The Company anticipates that its current office space will be suitable
for its anticipated

                                        7

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needs for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not currently a party to any legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         The Company's common stock, par value $.01 per share (the "Common
Stock"), trades on The Nasdaq Stock Market under the symbol "BULL." The
following table sets forth for each period indicated the high and low sale
prices for the Common Stock as reported by The Nasdaq Stock Market. Such prices
reflect interdealer prices without adjustments for retail markups, markdowns or
commissions.

                   1996                HIGH             LOW     
                  First Quarter       2.94             2.44    
                  Second Quarter      3.44             2.44    
                  Third Quarter       2.88             2.13    
                  Fourth Quarter      2.81             2.06    
                                                               
                  1995                                         
                  First Quarter       2.56             1.63    
                  Second Quarter      3.19             2.03    
                  Third Quarter       4.25             2.75    
                  Fourth Quarter      4.00             2.56    
                                                               
                                                               
 
HOLDERS

         As of February 28, 1997, there were 3,114 holders of record of Common
Stock.

DIVIDENDS

         It is the present policy of the Company's Board of Directors to retain
all earnings to finance the development and growth of the Company's business.
The Company has never declared or paid a cash dividend on its Common Stock. The
Company's future dividend policy will depend upon its earnings, capital
requirements, financial condition and other relevant factors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
         The information required by this item is set forth under the captions
"Bull Run Corporation - Management's Discussion and Analysis" and "Datasouth
Computer Corporation - Management's Discussion and Analysis" on pages 20 through
23 and page 36 in the Company's 1996 Annual Report, which is incorporated herein
by reference.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements required by this item are set forth on pages
24 through 34 and pages 37 through 40 in the Company's 1996 Annual Report, and
the supplementary data

                                        8

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required by this item is set forth under the caption "Selected Quarterly
Financial Data (Unaudited)" on pages 12 and 35 in the Company's 1996 Annual
Report, which is incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
            FINANCIAL DISCLOSURE

         Not applicable

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Except for the information stated below, the information required by
this item is set forth under the caption "Election of Directors - General" on
pages 3 and 4, and under the caption "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" on page 4 of the Company's Proxy Statement
dated March 18, 1997, which is incorporated herein by reference.

         In addition to Messrs. Prather, Howell and Robinson listed above, the
Company has the following executive officer:

FREDERICK J. ERICKSON, 38, has been Vice President - Finance, Treasurer and
Chief Financial Officer of the Company since 1994; Executive Vice President -
Finance & Administration of Datasouth since March 1997; Vice President - Finance
& Administration of Datasouth from 1993 to March 1997; and Chief Financial
Officer, Treasurer and Secretary of Datasouth since 1993. He was employed by
Coopers & Lybrand from 1981 to 1993 as a certified public accountant.

ITEM 10.  EXECUTIVE COMPENSATION

         The information required by this item is set forth under the captions
"Executive Compensation," "Long Term Incentive Plans," "Employee Incentive
Plans" and "Employment Arrangements" on pages 5 and 6 of the Company's Proxy
Statement dated March 18, 1997, which is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this item is set forth under the caption
"Election of Directors" on pages 3 and 4 of the Company's Proxy Statement dated
March 18, 1997, which is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this item is set forth under the caption
"Certain Relationships and Related Transactions" on page 7 of the Company's
Proxy Statement dated March 18, 1997, which is incorporated herein by reference.

                                        9

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                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      List of Documents filed as part of this Report

         (1)     Financial Statements and Related Independent Auditors' Reports:

                 The following consolidated financial statements of the Company
                 and Independent Auditors' Report are incorporated by reference
                 in Item 7 from the Company's 1996 Annual Report:
                           Independent Auditors' Report
                           Consolidated Balance Sheets as of December 31, 1996
                                  and 1995
                           Consolidated Statements of Income for the
                                  years ended December 31, 1996, 1995 and 1994
                                  December 31, 1996, 1995 and 1994
                           Consolidated Statements of Stockholders' Equity for
                                  the years ended December 31, 1996, 1995 and 
                                  1994
                           Consolidated Statements of Cash Flows for the years 
                                  ended December 31, 1996, 1995 and 1994
                           Notes to Consolidated Financial Statements
                           Supplementary Data, Selected Quarterly Financial 
                                  Data (Unaudited)

                 The following consolidated financial statements of Datasouth
                 and Independent Auditors' Report are incorporated by reference
                 in Item 7 from the Company's 1996 Annual Report:
                           Independent Auditors' Report
                           Consolidated Statement of Income for the period 
                                 January 1, 1994 through November 29, 1994
                           Consolidated Statement of Cash Flows for the period
                                 January 1, 1994 through November 29, 1994
                           Notes to Consolidated Financial Statements
                           Supplementary Data, Selected Quarterly Financial 
                                 Data (Unaudited)

                 Independent Auditors' Report on the financial statements of
                 Capital Sports Properties, Inc. as of June 30, 1996 and
                 December 31, 1995, and the six months ended June 30, 1996 and
                 each of the years in the two year period ended December 31,
                 1995 on page F-1 of this report

                 Independent Auditors' Report on the consolidated financial
                 statements of Host Communications, Inc. as of June 30, 1996 and
                 1995 and for the years then ended on page F-2 of this report



         (2)     List of Executive Compensation Plans and Contracts

                           Employment Agreement - Robert S. Prather, Jr.
                           Employment Agreement - James W. Busby
                           Employment Agreement - Frederick J. Erickson
                           1994 Long Term Incentive Program
                           Non-Employee Directors' 1994 Stock Option Plan
                           Datasouth Employee Incentive Plan

                                       10

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         (3)     Exhibits

<TABLE>
<CAPTION>

                  Exhibit
                  Numbers  Description
                  <S>     <C>

                   (2.1)       Agreement and Plan of Merger dated June 6, 1994 (b)

                   (2.2)       Certificate of Merger of Datasouth Computer Corporation into Datasouth Computer
                               Corporation (formerly, BRC Acquisition Corporation) dated November 29, 1994 (b)

                   (3.1)       Articles of Incorporation (b)

                   (3.2)       Certificate of Amendment to Articles of Incorporation, filed November 29, 1994 (b)

                   (3.3)       By-laws of the Registrant (b)

                  (10.1)       Employment Agreement - Robert S. Prather, Jr. (k)

                  (10.2)       Employee Agreement - James W. Busby (e)

                  (10.3)       Employee Agreement - Frederick J. Erickson (e)

                  (10.4)       1994 Long Term Incentive Plan (b)

                  (10.5)       Non-Employee Directors' 1994 Stock Option Plan (b)

                  (10.6)       1987 Non-Qualified Stock Option Plan (d)

                  (10.7)       Employee Incentive Plans (h)

                  (10.8)       Lease Agreement between Delta Life Insurance Company and Bull Run Corporation
                               dated as of January 1, 1993 (a)

                  (10.9)       Lease Agreements between Hans L. Lengers and Datasouth Computer Corporation
                               dated November 27, 1981 (e)

                  (10.10)      Loan Agreement between Bull Run Corporation and Bank South, N.A., dated
                               March 29, 1995 (f)

                  (10.11)      First Modification of Loan Agreement between Bull Run Corporation and Bank South,
                               N.A., dated January 3, 1996 (g)

                  (10.12)      Second Modification of Loan Agreement between Bull Run Corporation and
                               NationsBank, N.A. (South), dated September 24, 1996 (j)

                  (10.13)      Third Modification of Loan Agreement between Bull Run Corporation and NationsBank,
                               N.A. (South), dated January 27, 1997 (k)

                  (10.14)      First Term Note dated January 3, 1996 (g)

                  (10.15)      Second Term Note dated January 3, 1996 (g)

                  (10.16)      Third Term Loan Note dated September 24, 1996 (k)

                  (10.17)      Revolving Credit Note dated January 27, 1997 (k)

                  (10.18)      Credit Agreement between Datasouth Computer Corporation and Wachovia Bank of
                               North Carolina, N.A. dated April 3, 1996 (i)

                  (10.19)      Gray Communications Systems, Inc. Warrant dated September 24, 1996 (487,500
                               shares) (k)

                  (10.20)      Gray Communications Systems, Inc. Warrant dated September 24, 1996 (250,000
                               shares) (k)

                  (11)         Computation of Earnings per Share (k)

                  (12)         1996 Annual Report to Shareholders (k)


                                       11

<PAGE>



                 Exhibit
                 Numbers                   Description

                  (21)         List of Subsidiaries of Registrant (h)

                  (23.1)       Consent of Ernst & Young LLP (k)

                  (23.2)       Consent of KPMG Peat Marwick LLP (k)

                  (23.3)       Consent of KPMG Peat Marwick LLP (k)

                  (27)         Financial Data Schedule (k)

                  (99)         Proxy Statement dated March 18, 1997 (k)
</TABLE>

         (a) Incorporated by reference to Form 10-KSB Annual Report for the year
             ended December 31, 1992* 
         (b) Incorporated by reference to Form S-4, Registration Statement, 
             effective November 3, 1994 
         (c) Incorporated by reference to Form 10-KSB Annual Report for the 
             year ended December 31, 1993* 
         (d) Incorporated by reference to Form 10-K Annual Report for the
             year ended December 31, 1988 
         (e) Incorporated by reference to Form 10-KSB Annual Report for the 
             year ended December 31, 1994* 
         (f) Incorporated by reference to Form 8-K Current Report dated as of
             March 29, 1995* 
         (g) Incorporated by reference to Form 8-K Current Report dated as of 
             January 3, 1996* 
         (h) Incorporated by reference to Form 10-KSB Annual Report for the 
             year ended December 31, 1995* 
         (i) Incorporated by reference to Form 10-QSB/A-1 Quarterly Report for
             the period ended March 31, 1996* 
         (j) Incorporated by reference to Form 10-QSB Quarterly Report for the 
             period ended September 30, 1996* 
         (k) Filed herewith 
         * Commission file number 0-9385


(b)      Reports on Form 8-K

         None

                                       12

<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 24, 1997.


                                  BULL RUN CORPORATION


                                  BY:   /s/ ROBERT S. PRATHER, JR.
                                        Robert S. Prather, Jr.
                                        President and Chief Executive Officer



        Signature                           Title                    Date



/s/ ROBERT S. PRATHER, JR.            President, Chief           MARCH 24, 1997
    Robert S. Prather, Jr.            Executive Officer and                    
                                      Director                                 
                                      (Principal Executive                     
                                      Officer)                                 
                                                                               
/s/ GERALD N. AGRANOFF                Director                   MARCH 24, 1997
    Gerald N. Agranoff                                                         
                                                                               
                                                                               
/s/ JAMES W. BUSBY                    Director                   MARCH 24, 1997
   James W. Busby                                                              
                                                                               
                                                                               
/s/ FREDERICK J. ERICKSON             Vice President -           MARCH 24, 1997
   Frederick J. Erickson              Finance and                              
                                      Treasurer                                
                                      (Principal Accounting                    
                                      and Financial Officer)                   
                                                                               
/s/ HILTON H. HOWELL, JR.             Vice President,            MARCH 24, 1997
   Hilton H. Howell, Jr.              Secretary and Director                   
                                                                               
                                                                               
/s/ ALEX C. RITCHIE                   Director                   MARCH 24, 1997
   Alex C. Ritchie                                                             
                                                                               
                                                                               
/s/ J. MACK ROBINSON                  Chairman of the Board      MARCH 24, 1997
   J. Mack Robinson                                                            
                                                                 



                                       13