EXHIBIT 99


                      PROXY STATEMENT DATED MARCH 18, 1997


<PAGE>



                              BULL RUN CORPORATION
                            4370 Peachtree Road, N.E.
                             Atlanta, Georgia  30319



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

    The Annual Meeting of Shareholders of Bull Run Corporation, a Georgia
corporation (the "Company"), will be held at the offices of the Company, 4370
Peachtree Road, N.E., Atlanta, Georgia, on April 22, 1997 at 10:00 A.M. (local
time) for the following purposes: 


    1. to elect directors; 


    2.  to consider and act upon a proposal to confirm the appointment of Ernst
& Young LLP as the independent auditors of the Company for the year ending
December 31, 1997; and 


    3.  to transact any such other business as may properly come before the
meeting or any adjournment or adjournments thereof. 


    The Board of Directors has fixed the close of business on February 28, 1997
as the record date for determining shareholders entitled to notice of and to
vote at the meeting.


                                    By Order of the Board of Directors
                                    ROBERT S. PRATHER, JR.
                                    PRESIDENT

   March 18, 1997


                             YOUR VOTE IS IMPORTANT


        PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
           PROMPTLY IN THE ENCLOSED SELF-ADDRESSED, STAMPED ENVELOPE.


<PAGE>


                              BULL RUN CORPORATION
                           4370 Peachtree Road, N.E.
                            Atlanta, Georgia  30319


                                PROXY STATEMENT
GENERAL INFORMATION 


    This Proxy Statement is being furnished to the shareholders of Bull Run
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the annual meeting of
shareholders (the "Annual Meeting") of the Company to be held on April 22, 1997
at 10:00 a.m., local time, at the offices of the Company, 4370 Peachtree Road,
N.E., Atlanta, Georgia and any adjournment or adjournments thereof.  This Proxy
Statement, the attached Notice, and the enclosed proxy card are first being
mailed to shareholders of the Company on or about March 19, 1997. 



VOTING AND PROXIES 


    The Board of Directors of the Company has fixed the close of business on
February 28, 1997 as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting.  Accordingly, only
holders of record of shares of common stock, $.01 par value (the "Common
Stock"), of the Company at the close of business on that date will be entitled
to notice of and to vote at the Annual Meeting or any adjournment or
adjournments thereof.  At the close of business on such date, there were
21,302,217 shares of Common Stock outstanding. 


    Each holder of record of shares of Common Stock on the record date is
entitled to cast one vote per share, in person or by properly executed proxy, on
any matter that may properly come before the Annual Meeting.  The presence, in
person or by properly executed proxy, of the holders of a majority of the shares
of Common Stock outstanding on the record date is necessary to constitute a
quorum at the Annual Meeting. Shares represented by proxies that withhold
authority to vote for a nominee for director or indicate an abstention or a
"broker non-vote" (i.e., shares represented at the Annual Meeting held by
brokers or shareholder nominees as to which (i) instructions have not been
received from the beneficial owners thereof or persons entitled to vote such
shares and (ii) the broker or nominee does not have discretionary voting power
on a particular matter with respect to such shares) will count as shares present
and entitled to vote for purposes of obtaining a quorum. The affirmative vote of
the holders of a majority of the shares of Common Stock present and voting,
represented in person or by properly executed proxy, at the Annual Meeting is
required to elect directors and confirm the appointment of Ernst & Young LLP as
the independent auditors of the Company for the year ending December 31, 1997. 



PROXY VOTING, REVOCATION, AND ABSTENTIONS 


    All proxies received pursuant to this solicitation will be voted except as
to matters where authority to vote is specifically withheld and, where a choice
is specified as to the proposal, they will be voted in accordance with such
specification.  If no instructions are given, the persons named in the proxy
solicited by the Board of Directors of the Company intend to vote for the
election of directors listed herein and for the confirmation of the appointment
of Ernst & Young LLP as the independent auditors of the Company.  Abstentions
and broker non-votes are not counted as votes cast on any matter to which they
relate. 


    The Board of Directors does not know of any matters, other than the matters
described in this Proxy Statement, which are expected to be presented for
consideration at the Annual Meeting.  If any other matters are properly
presented at the Annual Meeting, the persons named in the accompanying proxy
will have discretion to vote on such matters in accordance with their best
judgment. 


    Shareholders who execute proxies may revoke them by giving written notice
to the Secretary of the Company at any time before such proxies are voted. 
Attendance at the Annual Meeting will not have the effect of revoking a proxy
unless the shareholder so attending, in writing, so notifies the Secretary of
the Annual Meeting at any time prior to the voting of the proxy. 



SOLICITATION 


    Proxies are being solicited by and on behalf of the Company's Board of
Directors.  The Company will bear the expenses of this solicitation, including
the expenses of preparing, printing, and mailing this Proxy Statement.  In
addition to solicitation by mail, directors, officers, and regular employees of
the Company (who will not specifically be compensated for such services) may
solicit

                                       1

<PAGE>

proxies by telephone or otherwise.  Arrangements will be made with brokerage
houses and other custodians, nominees, and fiduciaries to forward proxies and
proxy material to their principals, and the Company will reimburse them for
their expenses.  Mackenzie Partners, Inc. will be paid approximately $4,000,
plus out-of-pocket expenses, to solicit and tabulate proxies for the Company. 


PRINCIPAL STOCKHOLDERS 


    Information regarding persons or groups known by the Company to be the
beneficial owners of more than five percent of the outstanding shares of the
Common Stock as of January 31, 1997 is shown in the following table. 
Information concerning such security holdings has been furnished by the holders
thereof to the Company.

<TABLE>
<CAPTION>


                                 AMOUNT AND
 NAME AND ADDRESS OF              NATURE OF
   BENEFICIAL OWNER (1)     BENEFICIAL OWNERSHIP        PERCENT OF CLASS
<S>                           <C>                             <C>
Robert S. Prather , Jr.        2,810,598(2)(3)                 13.1%
J. Mack Robinson               6,279,656(3)(4)                 29.3%
Robinson-Prather Partnership      2,660,598(3)                 12.5%
Harriett J. Robinson           6,279,656(3)(4)                 29.3%
Harriett J. Robinson, Trustee
  Robin M. Robinson Trust         3,060,598(3)                 14.4%
Harriett J. Robinson, Trustee
  Jill E. Robinson Trust          3,060,598(3)                 14.4%
Gulf Capital Services, Ltd.       2,660,598(3)                 12.5%
James W . Busby                   2,751,862(5)                 12.9%
Hilton H. Howell, Jr.             1,625,000(6)                  7.6%
William M. Hammock                  1,087,150                   5.1%
</TABLE>


(1)  The address of each of these shareholders is 4370 Peachtree Road, N.E.,
     Atlanta, Georgia  30319, except for James W. Busby, whose address is 4216
     Stuart Andrew Blvd., Charlotte, North Carolina 28217, and William M.
     Hammock, whose address is 12661 Kelly Palm Drive, SW, Fort Myers, Florida
     33908.

(2)  Includes 150,000 shares which Mr. Prather has the right to acquire through
     the exercise of currently exercisable options. 

(3)  Includes 2,660,598 shares owned by Robinson-Prather Partnership.  Robinson-
     Prather Partnership is a Georgia general partnership, the general partners
     of which are Robert S. Prather, Jr., President, Chief Executive Officer,
     and a director of the Company; J. Mack Robinson, a director of the
     Company; Harriett J. Robinson (the wife of Mr. Robinson); Harriett J.
     Robinson, as trustee for Robin M. Robinson Trust (the "RMR Trust");
     Harriett J. Robinson, as trustee for Jill E. Robinson Trust (the "JER
     Trust"); and Gulf Capital Services, Ltd. The partnership agreement for
     Robinson-Prather Partnership provides that Messrs. Prather and Robinson
     have the exclusive control of the day-to-day operations of the
     partnership, including the power to vote or dispose of the shares of
     Common Stock owned by Robinson-Prather Partnership. Each general partner
     disclaims beneficial ownership of the shares of Common Stock owned by
     Robinson-Prather Partnership, except to the extent of his pecuniary
     interest in such shares of Common Stock, which is less than the amount
     disclosed.

(4)  Includes as to each of J. Mack Robinson and his wife, Harriett J.
     Robinson: 886,058 shares owned directly by Mr. Robinson; 233,000 shares
     owned directly by Mrs. Robinson; 150,000 shares which Mr. Robinson has the
     right to acquire through the exercise of currently exercisable options;
     400,000 shares owned directly by the RMR Trust and 400,000 shares owned
     directly by the JER Trust, of each of which Mrs. Robinson is the trustee;
     and an aggregate of 1,550,000 shares owned by Delta Fire & Casualty
     Insurance Co. ("Delta Fire"), Delta Life Insurance Company ("Delta Life"),
     Bankers Fidelity Life Insurance Co. ("Bankers Fidelity Life") and Georgia
     Casualty & Surety Co. ("Georgia Casualty"), Georgia corporations of each
     of which Mr. Robinson is Chairman of the Board, President and/or principal
     shareholder (or the subsidiaries of the same). Each of Mr. and Mrs.
     Robinson disclaims beneficial ownership of the shares of Common Stock
     owned by the RMR Trust, the JER Trust, Delta Fire, Delta Life, Bankers
     Fidelity Life, Georgia Casualty and each other.

(5)  Includes an aggregate of 62,044 shares owned by Mr. Busby's two children
     and 135,000 shares which Mr. Busby has the right to acquire through the
     exercise of currently exercisable options.

(6)  Includes 75,000 shares which Mr. Howell has the right to acquire through
     the exercise of currently exercisable options; and an aggregate of
     1,550,000 shares owned by Delta Fire, Delta Life, Bankers Fidelity Life
     and Georgia Casualty, Georgia corporations of each of which Mr. Howell is
     Executive Vice President.  Mr. Howell is married to Robin M. Howell, Mr.
     Robinson's daughter and a

                                       2

<PAGE>

     beneficiary of the RMR Trust, which is a general partner of 
     Robinson-Prather Partnership. Mr. Howell disclaims beneficial ownership 
     of the shares of Common Stock owned by Delta Fire, Delta Life, Bankers 
     Fidelity Life, Georgia Casualty, Robinson-Prather Partnership and the 
     RMR Trust. 


    Except as noted in the footnotes above, (i) none of such shares is known by
the Company to be shares with respect to which such beneficial owner has the
right to acquire beneficial ownership and (ii) the Company believes that the
beneficial owners above have sole voting and investment power regarding the
shares shown as being beneficially owned by them. 


                               ELECTION OF DIRECTORS 


GENERAL 

    At the Annual Meeting, six directors are to be elected to hold office
(subject to the Company's by-laws) until the next annual meeting of shareholders
and until their successors have been elected and qualified. In case any nominee
listed in the table below should be unavailable for any reason, which management
has no reason to anticipate, the proxy will be voted for any substitute nominee
or nominees who may be selected by management prior to or at the Annual Meeting
or, if no substitute is selected by management prior to or at the Annual
Meeting, for a motion to reduce the membership of the Board to the number of
nominees available.  Set forth below is certain information concerning each of
the nominees.

<TABLE>
<CAPTION>

                                                                                                 AMOUNT AND NATURE
                                                                                                   OF BENEFICIAL
                           PRINCIPAL OCCUPATION DURING THE PAST                      YEAR FIRST     OWNERSHIP OF     PERCENT
                           FIVE YEARS, ANY OFFICE HELD WITH THE                        ELECTED   COMMON STOCK AS OF    OF
NAME                  AGE  COMPANY, AND OTHER DIRECTORSHIPS                          A DIRECTOR   JANUARY 31, 1997    CLASS
<S>                   <C>  <C>                                                       <C>          <C>                 <C>
J. Mack Robinson       73  Chairman of the Board since 1994 and Secretary                1992      6,279,656(1)(2)(3)  29.3%
                           and Treasurer of the Company in 1994; Chairman
                           of the Board and President of Delta Life since 1958;
                           President of Atlantic American Corporation,
                           an insurance holding company, from 1988 to 1995,
                           and Chairman of the Board of Atlantic American
                           Corporation since 1974; director of Gray
                           Communications Systems, Inc. ("Gray "), a media
                           company, since 1993 and interim President and Chief  
                           Executive Officer of Gray since September 1996; director
                           EMERITUS of Wachovia Corporation, a bank holding company

Gerald N. Agranoff     50  General counsel to and a general partner of Plaza             1990      120,000(1)           (4)
                           Securities Company and Edelman Securities Company,
                           L.P. (investment firms), having been affiliated with such
                           companies since 1982; director of Canal Capital
                           Corporation, Datapoint Corporation, and Atlantic
                           Gulf Communities Corporation; trustee of the
                           Management Assistance Inc. Liquidating Trust

James W. Busby         42  President of Datasouth Computer Corporation                   1994    2,751,862(1)(5)      12.9%
                           ("Datasouth"), a subsidiary of the Company, from 1984
                           to 1997; one of the founders of Datasouth in 1977, serving
                           as Secretary from 1977 until 1984

Hilton H. Howell, Jr.  35  Vice President and Secretary of the Company since             1994     1,625,000(1)(6)      7.6%
                           1994; President and Chief Executive Officer of Atlantic
                           American Corporation since 1995 and Executive Vice
                           President  from 1992 to 1995; Executive Vice President
                           and General Counsel of Delta Life and Delta Fire since
                           1991; director of Gray since 1993

Robert S. Prather, Jr. 52  President and Chief Executive Officer of the Company          1992     2,810,598(1)(2)    13.1%
                           since 1992; director of Gray since 1993 and interim Executive
                           Vice President-Acquisitions since September 1996; Chairman
                           of the Board of Phoenix Corporation, a steel service center,
                           from 1980 to 1992

Alex C. Ritchie        80  Retired; director of Silver Standard Resources, Inc., a       1980       205,000(1)(3)       (4)
                           mining company
</TABLE>

                                       3


<PAGE>


(1) Includes, as to each of Messrs. Agranoff and Ritchie, 80,000 shares of
    Common Stock; as to each of Messrs. Robinson and Prather, 150,000 shares of
    Common Stock; as to Mr. Busby, 135,000 shares of Common Stock; and as to
    Mr. Howell, 75,000 shares of Common Stock; which each had the right to
    acquire through exercise of currently exercisable options.

(2) Includes 2,660,598 shares owned by Robinson-Prather Partnership.  Robinson-
    Prather Partnership is a Georgia general partnership, the general partners
    of which are Robert S. Prather, Jr., President, Chief Executive Officer,
    and a director of the Company; J. Mack Robinson, a director of the Company;
    Harriett J. Robinson (the wife of Mr. Robinson); Harriett J. Robinson, as
    trustee for the RMR Trust; Harriett J. Robinson, as trustee for the JER
    Trust; and Gulf Capital Services, Ltd.  The partnership agreement for
    Robinson-Prather Partnership provides that Messrs. Prather and Robinson
    have the exclusive control of the day-to-day operations of the partnership,
    including the power to vote or dispose of the shares of Common Stock owned
    by Robinson-Prather Partnership. Each of Messrs. Robinson and Prather
    disclaims beneficial ownership of the shares of Common Stock owned by
    Robinson-Prather Partnership, except to the extent of his pecuniary
    interest in such shares of Common Stock, which is less than the amount
    disclosed.

(3) Includes: 886,058 shares owned directly by Mr. Robinson; 233,000 shares
    owned directly by Harriett J. Robinson, Mr. Robinson's wife; an aggregate
    of 400,000 shares owned directly by the RMR Trust and 400,000 shares owned
    directly by the JER Trust, of each of which Mrs. Robinson is the trustee;
    and an aggregate of 1,550,000 shares owned by Delta Fire, Delta Life,
    Bankers Fidelity Life and Georgia Casualty, of each of which Mr. Robinson
    is Chairman of the Board, President and/or principal stockholder (or the
    subsidiaries of the same).  Each of Mr. and Mrs. Robinson disclaims
    beneficial ownership of the shares of Common Stock owned by the RMR Trust,
    the JER Trust, Delta Fire, Delta Life, Bankers Fidelity Life, Georgia
    Casualty, and each other.

(4) Less than 1%.

(5) Includes an aggregate of 62,044 shares owned by Mr. Busby's two children. 

(6) Includes an aggregate of 1,550,000 shares owned by Delta Fire, Delta Life,
    Bankers Fidelity Life, and Georgia Casualty, of each of which Mr. Howell is
    Executive Vice President.  Mr. Howell is married to Robin M. Howell, Mr.
    Robinson's daughter and a beneficiary of the RMR Trust, which is a general
    partner of Robinson-Prather Partnership. Mr. Howell disclaims beneficial
    ownership of the shares of Common Stock owned by Delta Fire, Delta Life,
    Bankers Fidelity Life, Georgia Casualty, Robinson-Prather Partnership, and
    the RMR Trust.

    Except as noted in the footnotes above, (i) none of such shares is known by
the Company to be shares with respect to which such beneficial owner has the
right to acquire such shares and (ii) the Company believes that the beneficial
holders listed above have sole voting and investment power regarding the shares
shown as being beneficially owned by them. 


    As of January 31, 1997, all directors and executive officers of the Company
as a group (seven persons) owned 9,626,748 shares of Common Stock, representing
43.8% of the outstanding shares (including 706,000 shares purchasable on or
within 60 days from such date pursuant to the exercise of stock options). 



COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 

    Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Common Stock, to file with the Securities and Exchange Commission initial
reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and
5) of Common Stock. 


    To management's knowledge, based solely on review of the copies of such
reports furnished to the Company and representations that no other reports were
required, during the year ended December 31, 1996 all Section 16(a) filing
requirements applicable to the Company's officers, directors, and greater than
ten percent beneficial owners were met, except that Hilton H. Howell, Jr., an
officer and director of the Company, filed an amended Form 3, Form 4, and Form 5
after the applicable deadlines, disclosing ownership of Common Stock by
companies of which Mr. Howell is an executive officer.  Mr. Howell disclaims
beneficial ownership of these shares.


                                       4

<PAGE>


EXECUTIVE COMPENSATION 


    The following table summarizes the compensation earned by the Company's
President and Chief Executive Officer and the other executive officers who
earned $100,000 or more for the year ended December 31, 1996 (the "named
executive officers").



<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE


                                                                                                 LONG TERM COMPENSATION
                                                       ANNUAL COMPENSATION                    AWARDS                 PAYOUTS
                                                                            OTHER    RESTRICTED
                                                                           ANNUAL       STOCK                   LTIP     ALL OTHER
                        PRINCIPAL                                       COMPENSATION    AWARDS      OPTIONS   PAYOUTS COMPENSATION
   NAME                 POSITION                YEAR  SALARY($) BONUS($)     ($)         ($)          (#)       ($)        ($)
<C>                     <S>                     <C>   <C>       <C>        <C>        <C>        <C>           <C>     <C>
Robert S. Prather, Jr.  President and Chief     1996  $299,240  $125,000  $ 7,613(1)             300,000 shares         $ 9,000(2)
                        Executive Officer of    1995  $266,538  $100,000  $ 7,361(1)                                    $ 9,000(2)
                        the Company             1994  $254,774  $ 50,000  $ 7,361(1)              75,000 shares         $ 9,000(2)

James W. Busby          President of Datasouth  1996  $139,293  $ 36,127                                                $ 9,000(2)
                                                1995  $134,049  $ 46,172                                                $ 9,000(2)
                                                1994  $126,510  $ 32,440                       225,000 shares(3)        $ 7,591(2)


Frederick J. Erickson   Vice President-         1996  $100,005  $ 30,063                                                $ 7,385(2)
                        Finance of the Company  1995  $ 96,231  $ 33,086                                                $ 6,747(2)
                        and Datasouth           1994  $ 87,278  $ 16,220                        90,000 shares(3)        $ 5,238(2)
</TABLE>

(1) Consists of automobile allowances and related expenses provided by the
    Company. 
    
(2) Consists of employer contributions to the defined contribution retirement
    plans.
 
(3) Options to acquire Common Stock were granted in 1994 at the effective date
    of the merger of Datasouth with a wholly-owned subsidiary of the Company,
    in exchange for then outstanding options to acquire Datasouth shares.  The
    Datasouth options were originally granted in 1993.

    The following table sets forth information concerning the only grant of
options by the Company to a named executive officer during the year ended
December 31, 1996.  The option was granted under the Company's 1994 Long Term
Incentive Plan.

<TABLE>
<CAPTION>

                       OPTION GRANTS IN LAST FISCAL YEAR

                                                 % OF TOTAL
                                                   OPTIONS
                                                 GRANTED TO     EXERCISE OR
                                    OPTIONS     EMPLOYEES IN    BASE PRICE
          NAME                     GRANTED(#)    FISCAL YEAR       ($/SH)      EXPIRATION DATE
<S>                                <C>          <C>             <C>            <C>
       Robert S. Prather, Jr.      300,000(1)       57.1%(2)       $2.68             (1)
</TABLE>


(1) The options vest in 100,000 share annual increments beginning April 23,
    1997, and expire in 100,000 share annual increments beginning April 23,
    1999. 

(2) In 1996, options for 525,000 shares were granted to all employees as a
    group. 





                                       5

<PAGE>

    The following table sets forth certain information concerning unexercised
options held by the named executive officers as of December 31, 1996. No stock
options were exercised by the named executive officers during the year ended
December 31, 1996.


  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS
 VALUES




                                                          VALUE OF
                                       NUMBER OF        UNEXERCISED
                                      UNEXERCISED       IN-THE-MONEY
                                      OPTIONS AT         OPTIONS AT
                                      FY-END (#)         FY-END ($)
                                     EXERCISABLE/        EXERCISABLE/
             NAME                   UNEXERCISABLE      UNEXERCISABLE(1)
        Robert S. Prather, Jr.     150,000/300,000     $151,641/$0
        James W. Busby             135,000/90,000      $156,938/$104,625
        Frederick J. Erickson       36,000/36,000      $45,000/$45,000


    (1) Based on the closing price of the Common Stock on December 31, 1996,
$2.13 per share. 


LONG TERM INCENTIVE PLANS 


    Under the Bull Run Corporation 1994 Long Term Incentive Plan (the "1994
Incentive Plan"), 2,500,000 shares of Common Stock are reserved for issuance as
restricted stock awards and for issuance upon the exercise of stock options and
stock appreciation rights. As of December 31, 1996, options for a total of
1,725,000 shares were issued and outstanding under the 1994 Incentive Plan with
an exercise price ranging from $.88 to $2.68 per share. Of the 1,725,000 shares
issuable upon the exercise of outstanding options, 975,000 vest in 20% annual
increments beginning one year following date of grant and are exercisable over a
period not to exceed five to 10 years; 525,000 vest in annual increments of
175,000 each, beginning one year following the date of grant, and expire in
annual increments of 175,000 beginning three years following the date of grant;
and the remaining 225,000 were fully vested at the date of grant.  Options for
45,000 shares were exercised in 1996 and options for 96,000 shares were
forfeited due to employee terminations. 


    The Company's 1987 Non-Qualified Stock Option Plan terminated in 1992. 
There are currently outstanding options to purchase 150,000 shares of Common
Stock at an exercise price of $.75 per share. 


EMPLOYEE INCENTIVE PLANS 


    The Company's wholly-owned subsidiary, Datasouth, has employee incentive
plans covering substantially all Datasouth employees.  Payments made to
individual employees pursuant to these plans, if any, will vary from year to
year as they will be based on "defined operating profits" (income before income
taxes, investment income, and interest income/expense) of Datasouth.  The plans
include one for certain key employees (see "Summary Compensation Table") and one
for all other eligible employees.  Total incentive plan compensation was
approximately $183,000 in 1996. 


    The incentive pool for the plan covering certain key employees is
calculated as a percentage (8.5% in 1996) of "defined operating profits" (as
defined above) less the incentive pool referred to above. 


EMPLOYMENT ARRANGEMENTS 


    Robert S. Prather, Jr. is a party to an employment agreement with the
Company expiring in December 1999, which succeeds a prior employment agreement
which expired in December 1996. Mr. Prather's agreement provides that he will
serve as President and Chief Executive Officer of the Company at an annual
salary of $325,000 ($250,000 under the prior employment agreement), subject to
increase at the discretion of the Board of Directors. 


    Datasouth has entered into agreements dated March 31, 1994 with James W.
Busby, Datasouth's President and a member of the Company's Board of Directors,
and Frederick J. Erickson, Datasouth's Executive Vice President - Finance &
Administration, Chief Financial Officer, Treasurer, and Secretary.  The
agreements are for terms of three years and obligate Datasouth to pay the
executive 100% of his annual base salary for a 12-month period in the event
employment is terminated within 12 months of a change in control of Datasouth. 
"Change of control" means (i) acquisition by any person, corporation, or group
of associated persons, excluding affiliates of Datasouth, of beneficial
ownership of an aggregate of more than forty-one percent (41%) of the then
outstanding shares of voting stock of Datasouth, (ii) a merger or consolidation
to which Datasouth is a party and pursuant to which Datasouth is not a surviving
or continuing entity; or (iii) any sale of Datasouth's operating assets that may
affect the employment of such individuals.  Furthermore, the agreements obligate
Datasouth to continue to provide medical and dental benefits and life insurance
coverage to such executives for a period of one year following termination.  In
March 1997, Datasouth provided Mr. Erickson a new three-year employment
agreement, having terms similar to that of his agreement dated March 31, 1994.

                                       6

<PAGE>


DIRECTORS' COMPENSATION 


    Robert S. Prather, Jr. and James W. Busby, directors who are also employees
of the Company and Datasouth, respectively, receive no fees for their services
as directors.  Directors who are not employees of the Company or its
subsidiaries are paid a fee of $2,250 per quarter for their services as
directors and are reimbursed for their expenses for each meeting attended. 
Directors who are not officers or employees of the Company or its subsidiaries
are eligible to receive stock options under the Company's Non-Employee
Directors' 1994 Stock Option Plan (the "1994 Non-Employee Directors' Plan").  In
1996, each of Messrs. Agranoff and Ritchie, directors of the Company, was
granted an option to purchase up to 5,000 shares of Common Stock at an exercise
price of $2.44 per share (the market value of the Common Stock on the date of
grant) under the 1994 Non-Employee Directors' Plan.  In 1994, each of Messrs.
Agranoff and Ritchie, was granted an option to purchase up to 75,000 shares of
Common Stock at an exercise price of $1.34 per share (the market value of the
Common Stock on the date of grant) under the 1994 Non-Employee Directors' Plan. 
In 1996, each of Messrs. Howell, Prather, and Robinson, directors of the
Company, was each granted an option under the 1994 Incentive Plan to purchase up
to 75,000 shares, 300,000 shares, and 150,000 shares of Common Stock,
respectively, at an exercise price of $2.44, $2.68 and $2.68 per share,
respectively, the market value of the Common Stock on the date of grant (except
for Messrs. Prather and Robinson, whose exercise price is equal to 10% above
such market value).  In 1994, each of Messrs. Howell, Prather and Robinson, was
granted an option under the 1994 Incentive Plan to purchase up to 75,000 shares
of Common Stock at an exercise price of $1.66, $1.48 and $1.48 per share,
respectively, the market value of the Common Stock on the date of grant (except
for Messrs. Prather and Robinson, whose exercise price is equal to 10% above
such market value). 


BOARD COMMITTEES AND MEMBERSHIP 


    The Company's Board of Directors has an Audit Committee, the purpose of
which is to review and evaluate the results and scope of the audit and other
services provided by the Company's independent auditors, as well as the
Company's accounting principles and system of internal accounting controls, and
to review and approve any transactions between the Company and its directors,
officers, or significant shareholders. The Audit Committee held one meeting
during 1996.  The members of the Audit Committee are Messrs. Agranoff and
Ritchie. 


    The Company's Board of Directors has a Management Compensation and Stock
Option Committee, the purpose of which is to set the compensation of the
Company's President and Chief Executive Officer and other executive officers and
to review executive job performance, as well as the overall management
compensation program.  The Compensation and Stock Option Committee held one
meeting in 1996, and its members are Messrs. Agranoff, Ritchie and Robinson. 


    The Company does not have a nominating committee.  The Board of Directors
held three meetings during 1996.  During 1996, Mr. Agranoff attended 60% of the
aggregate number of meetings of the Board of Directors and meetings of all
committees of the Board on which he served; each other director attended at
least 75% of the aggregate number of meetings of the Board of Directors and
meetings of all committees of the Board on which such director served. 


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 


    The Company leases office space from Delta Life, a company of which J. Mack
Robinson, a director of the Company, is Chairman of the Board and principal
stockholder.  The term of the lease is for 10 years beginning January 1, 1993
and requires total basic rent payments of $164,976 over the 10-year term, plus a
pro rata share of expenses. 


    In January 1997, the Company purchased under its previously announced Stock
Repurchase Program (the "Program"), 500,000 shares of Common Stock from James W.
Busby, a director of the Company, for $2.50 per share, the market price of the
Common Stock on the date of the purchase.  In 1995, the Company purchased under
the Program 35,000 shares of Common Stock from Gerald N. Agranoff, a director of
the Company, for $3.50 per share, the market price of the Common Stock on the
date of the purchase. 


                CONFIRMATION OF APPOINTMENT OF AUDITORS 


    The Board of Directors of the Company recommends that the shareholders
confirm the appointment of Ernst & Young LLP to audit the books and accounts of
the Company for the year ending December 31, 1997. 


    Representatives of Ernst & Young LLP are expected to be available at the
Annual Meeting to respond to appropriate questions and will be given the
opportunity to make a statement if they so desire. 


            ANNUAL MEETING INFORMATION AND SHAREHOLDER PROPOSALS 


    Shareholders of the Company wishing to include proposals in the proxy
material in relation to the Annual Meeting of Shareholders to be held in 1998
must submit the same in writing so as to be received at the executive office of
the Company prior to December 15, 1997.  Such proposals must also meet the other
requirements of the rules of the Securities and Exchange Commission relating to
shareholders' proposals.

                                       7

<PAGE>
                                       8
<PAGE>


                              BULL RUN CORPORATION
                                     PROXY

    The undersigned appoints Robert S. Prather, Jr. and J. Mack Robinson, and
either of them, with power of substitution, to represent and vote on behalf of
the undersigned all of the shares of Bull Run Corporation (the "Company") which
the undersigned is entitled to vote at the Annual Meeting of Shareholders to be
held at the offices of the Company, 4370 Peachtree Rd., N.E., Atlanta, Georgia
on April 22, 1997 at 10:00 A.M., and at any adjournment or adjournments thereof,
hereby revoking all proxies heretofore given with respect to such stock, upon
the following proposals more fully described in the notice of, and proxy
statement relating to, the meeting (receipt whereof is hereby acknowledged).

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (1) AND (2).

1. ELECTION OF DIRECTORS
    [ ] FOR all nominees listed         [ ] WITHHOLD AUTHORITY to vote
        below except as marked to           for all nominees listed below
        the contrary below 

 Gerald N. Agranoff, James W. Busby, Hilton H. Howell, Jr., Robert S. Prather,
                   Jr., Alex C. Ritchie, and J. Mack Robinson
  (Instruction: To withhold authority to vote for any individual nominee write
                that nominee's name in the space provided below)

2. PROPOSAL TO CONFIRM THE APPOINTMENT OF ERNST & YOUNG LLP as the independent
auditors of the Company

[ ] FOR                       [ ] AGAINST                        [ ] ABSTAIN 

3. In their discretion upon such other matters as may properly come before the
meeting.


<PAGE>


THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
   Please sign exactly as your name appears on your stock certificates. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

DATED:               , 1997
                                 Signature

                                 Signature if held jointly
                                 Please return in the enclosed postage
                                    paid envelope.


          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.



<PAGE>




                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Capital Sports Properties, Inc.:


We have audited the balance sheets of Capital Sports Properties, Inc. as 
of June 30, 1996 and December 31, 1995, and the related statements of
earnings, changes in stockholders' equity and cash flows for the six-months
ended June 30, 1996 and each of the years in the two-year period ended December
31, 1995, not separately presented herein. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Capital Sports Properties, Inc.
as of June 30, 1996 and December 31, 1995, and the results of its operations and
its cash flows for the six-months ended June 30, 1996 and each of the years in
the two-year period ended December 31, 1995, in conformity with generally
accepted accounting principles.



                                            /s/ KPMG PEAT MARWICK LLP

Stamford, Connecticut
February 10, 1997

                                       F-1

<PAGE>

KPMG Peat Marwick LLP
1600 PNC Center
201 East Fifth Street
Cincinnati, OH 45202


Dayton, OH



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Host Communications, Inc.:


We have audited the consolidated balance sheets of Host Communications, Inc. and
subsidiaries as of June 30, 1996 and 1995, and the related consolidated 
statements of earnings, stockholders' equity, and cash flows for the years then
ended, not separately presented herein. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to 
express an opinion on these consolidated 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 financial statements referred to above present
fairly, in all material respects, the financial position of Host Communications,
Inc. and subsidiaries at June 30, 1996 and 1995, and the results of their 
operations and their cash flows for the years then ended in conformity with 
generally accepted accounting principles.

As discussed in notes 1 and 3 to the consolidated financial statements, the
Company changed its method of accounting for license fee revenues and rights fee
expenses.



                                            /s/ KPMG PEAT MARWICK LLP

October 11, 1996

                                       F-2