UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K



[X]  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended December 31, 1997

[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the transition period from  __________________  to
     __________________


Commission File Number 0-9385

                              Bull Run Corporation
             (Exact name of registrant as specified in its charter)

            Georgia                                      91-1117599
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


 4370 Peachtree Road, N.E., Atlanta, GA                    30319
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code  (404) 266-8333


Securities registered pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange on which registered
         None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                                (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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. [ X ] Yes [ ] No

     Indicate by check mark if disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-K is not contained  herein,  and will not 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-K or any
amendment to this Form 10-K. [ ]

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates as of February 27, 1998 was $41,613,845,  based on the closing
price thereof on The Nasdaq Stock Market.

     The number of shares  outstanding  of the  registrant's  Common Stock,  par
value $.01 per share, as of February 27, 1998, was 22,090,223.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference:

            Documents                                 Form 10-K Reference
1997 Annual Report to Shareholders             Part II, Items 6, 7 and 8
Proxy Statement to be dated April 3, 1998      Part III, Items 10, 11, 12 and 13


<PAGE>


                              BULL RUN CORPORATION

                                 FORM 10-K INDEX

                                     PART I

                                                                            Page
                                                                            ----

Item 1.   Business.........................................................   3
Item 2.   Properties.......................................................   8
Item 3.   Legal Proceedings................................................   8
Item 4.   Submission of Matters to a Vote of Security Holders..............   8

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related
               Stockholder Matters.........................................   9
Item 6.   Selected Financial Data..........................................   9
Item 7.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations...................................   9
Item 8.   Financial Statements and Supplementary Data......................   9
Item 9.   Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure....................................  10

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant...............  10
Item 11.  Executive Compensation...........................................  10
Item 12.  Security Ownership of Certain Beneficial Owners and
               Management..................................................  10
Item 13.  Certain Relationships and Related Transactions...................  10

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports
               on Form 8-K.................................................  11

          Signatures.......................................................  14



                                       2
<PAGE>


                                     PART I
Item 1. 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 January 1998, Datasouth acquired all of the outstanding common stock and
membership  interests  of  CodeWriter  Industries,  Inc. and its  affiliate,  CW
Technologies L.L.C. (collectively referred to as "CodeWriter). CodeWriter, which
was immediately  merged into Datasouth,  manufactures  and sells thermal barcode
label printers used in industrial applications.

     The Company,  through Datasouth,  owns  approximately  17.0% of the class A
common  stock  ("Class A Common  Stock") of Gray  Communications  Systems,  Inc.
("Gray"),  representing 27.6% of the voting interest in Gray, as of December 31,
1997.  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.  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  12.7% of  Gray's  outstanding  Class A Common  Stock as of
December 31, 1997, representing an additional 21.0% voting interest in Gray.

     Gray is a communications company located in Albany, Georgia which currently
operates:  (i) three  NBC-affiliated  television  stations  - WALB-TV in Albany,
Georgia;    WJHG-TV    in    Panama    City,    Florida;    WITN-TV,    in   the
Greenville-Washington-New Bern, North Carolina market, which was acquired during
1997;  (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)
Lynqx Communications, a satellite transmission and production services business,
which includes GulfLink Communications, Inc. in Baton Rouge, Louisiana, acquired
during 1997; and (vi) PortaPhone Paging, a communications and paging business in
the Southeast.  Gray has also executed a definitive agreement to purchase all of
the outstanding  common stock of Busse Broadcasting  Corporation,  the owner and
operator of KOLN-TV, a CBS affiliate in the  Lincoln-Hastings-Kearney,  Nebraska
market;  its  satellite  station,  KGIN-TV,  a CBS  affiliate  in Grand  Island,
Nebraska;  and WEAU-TV, an NBC affiliate in the Eau Claire-La Crosse,  Wisconsin
market. The acquisition is pending FCC approval. Gray reported revenue of $103.5
million in 1997 and had total assets of $345.0  million as of December 31, 1997.
J. Mack Robinson,  the Company's Chairman of the Board, Robert S. Prather,  Jr.,
the Company's President,  chief executive officer 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 is President and the chief executive
officer of Gray, and Mr.  Prather is Executive Vice President - Acquisitions  of
Gray.  Frederick J.  Erickson,  the Company's Vice President - Finance and chief
financial officer, is the interim chief financial officer of Gray.


                                       3
<PAGE>


     The Company owns 51.5% of the  outstanding  common stock of Capital  Sports
Properties,  Inc.  ("CSP").  CSP's assets  consist of all of the  outstanding 8%
cumulative   preferred   stock  of  Host   Communications,   Inc.   ("HCI")  and
approximately  49.0% of HCI's outstanding  common stock. Since 1995, the Company
has also  acquired  HCI common stock in a series of  transactions,  resulting in
direct ownership of approximately  5.0% of HCI's outstanding  common stock as of
December 31, 1997.  When combined  with the Company's pro rata  ownership of HCI
common stock through CSP, the Company has an aggregate ownership of 30.2% of HCI
common  stock as of  December  31,  1997,  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's total  revenue for its most
recently completed  fiscal  year ended June 30, 1997 was $40.0  million and
total  assets were $25.7 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.

     In November 1997, the Company entered into an Investment Purchase Agreement
with  Rawlings  Sporting  Goods  Company,  Inc.  ("Rawlings").  Pursuant to this
agreement, the Company acquired warrants to purchase 925,804 shares of Rawlings'
common  stock,  and has the right,  under  certain  circumstances,  to  purchase
additional warrants. The warrants have a four year term and an exercise price of
$12.00 per share,  but are exercisable  only if Rawlings' common stock closes at
or above $16.50 for 20  consecutive  trading days during the four year term.  In
addition,  under the terms of the agreement,  the Company purchased 10.4% of the
outstanding  shares of Rawlings'  common stock in the open market from  November
1997 through  January 1998,  of which,  5.0% was acquired  through  December 31,
1997.  Simultaneously  with the execution of the Investment  Purchase Agreement,
Rawlings and HCI entered into a five year strategic  marketing  alliance,  under
which HCI and Rawlings will jointly market and sell Rawlings' products primarily
through corporate promotions, local events and international programs.

     Rawlings,  headquartered near St. Louis,  Missouri is a leading supplier of
team sports equipment in North America, operating eight manufacturing facilities
throughout the United States,  Canada and Latin America, as well as distribution
centers in the United  States and Canada.  Rawlings'  total revenue for its most
recently  completed  fiscal year ended  August 31,  1997 was $147.6  million and
total assets were $101.3 million as of such date.

     As of December 31, 1997, Datasouth represented 18.8% of the Company's total
assets;  investments in Gray represented 56.9%; investments in HCI, CSP and USA,
collectively represented 15.7%; and investments in Rawlings represented 7.6%.

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,  but has also entered the industrial thermal printer
market through the development of a new Automated Ticket / Boarding Pass version
2 ("ATB2") printer for the travel industry, as well as the thermal barcode label
printer market, through its line of portable and desktop printers, some of which
were added as a result of the  acquisition  of Codewriter  in January 1998.  The
printer business is not seasonal to any significant degree.



                                       4
<PAGE>


     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. 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.  Datasouth
currently manufactures two dot matrix product families: Documax and the XL line.
A third line,  Performax,  was discontinued in 1997.  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. "Documax" is a registered trademark of Datasouth. 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 has  provided a line of  portable  and  desktop  thermal
printers  since  1994,  with  the  introduction  of  the  4-inch  wide  portable
"FreeLiner",  and added a desktop version of the printer,  the "FreeLiner DT" in
1995. The Company has filed a trademark  application for  "FreeLiner".  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.  "Liner-free" labels has no silicone coated liner, offering 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 January
1998,  Datasouth acquired  CodeWriter,  which designs and manufactures a line of
direct  thermal  and  thermal  transfer  desktop  and  portable  bar code  label
printers.  CodeWriter's product line includes the new 4500 Series of 4.25" print
width desktop  thermal / thermal  transfer  barcode  printers,  and a 4.1" print
width  portable  thermal / thermal  transfer  barcode  printer.  Datasouth  will
continue to market CodeWriter's products under the "CodeWriter" name, which is a
registered trademark of the Company.

     The Company  was awarded a contract by The SABRE Group in February  1997 to
develop and manufacture a new ATB2 airline ticket printer. In December 1997, the
Company began shipping to The SABRE Group the resulting product,  "Journey", for
which the Company has filed a trademark  application.  This printer,  which uses
thermal printing technology,  was designed to be small, easy to use, and to have
a simpler design than currently available airline ticket printers, with features
such as a jam free  paper  path  and a  simpler  method  to load  ticket  stock.
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,  and in the airline ticket printer market. 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.


                                       5
<PAGE>


Manufacturing and Quality Control

     The Company believes that its printer manufacturing  capabilities provide a
strategic  advantage over most  competitors.  Focusing on customer response time
and high quality  customer  service,  the  Company's  goal is to provide  quick,
on-time  product  delivery while  maintaining  low finished  goods  inventories.
Product  configurations  are  scheduled  daily  based on  customer  orders.  Raw
materials  and  manufactured  assemblies,  including PC boards  assembled by the
Company,  are  transferred  to  work-in-process  as materials and assemblies are
consumed  in  the  manufacturing   process,   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 deliver its products more quickly
than many of its competitors.

     The Company assembles products in accordance with the Company's designs and
specifications. The Company 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 as
through the Company's Internet Website.

     The Company's warranty experience over the past three years has ranged from
approximately  .3% to .6% of revenue.  Total warranty expense for 1997, 1996 and
1995 was approximately $124,000, $104,000, and $88,000, 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 1997,  finished  product sales to distributors
represented 28% of total revenue,  and finished  product sales to major accounts
represented 48%, compared to 31% and 46% in 1996, 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.  The  distributors  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 The SABRE
Group under a five year contract.  The contract is,  however,  cancelable at any
time by The  SABRE  Group.  Moreover,  The SABRE  Group is under no  contractual
obligation to purchase any minimum number of printers from Datasouth  during the
term of the contract.  Sales to The

                                       6
<PAGE>


SABRE  Group  were  approximately  $7,200,000  in 1997,  $7,200,000  in 1996 and
$7,800,000 in 1995,  representing  33%, 30% and 30% of total sales of Datasouth,
respectively.

     As mentioned  above under  "Principal  Products  and  Markets," in 1997 the
Company  completed  the  development  of a  new  ATB2  airline  ticket  printer,
"Journey".  As the travel market embraces a number of new technologies,  such as
Internet reservation booking and electronic ticketing, the Company believes that
travel agencies will require more cost-effective equipment.  Priced at less than
$2,000,  Journey will provide an attractively  priced alternative to traditional
ATB2  printers  and  will  be  affordable   for  even  small  travel   agencies.
Additionally,  the  Company  intends  to  promote  the use of this  printer  for
satellite ticket printing  applications in remote  locations,  such as corporate
offices and  hotels/motels.  The SABRE Group has the exclusive  right to Journey
through  June 1998,  after which time the  Company  will be entitled to sell the
product to other Computer  Reservation  Systems ("CRSs"),  airlines and selected
distributors.

     The Company  intends to continue  aggressively  pursuing new major  account
business in 1998, 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,  1997,  the Company had  unfilled  cancelable  purchase
orders with an aggregate  selling price of  approximately  $1,724,000,  compared
with $1,821,000 and $755,000 as of December 31, 1996 and 1995, respectively.

Advertising and Promotion

     The Company  participates in numerous regional,  national and international
trade  shows  and  actively   promotes  its   products   through   direct  mail,
telemarketing and co-operative  advertising  arrangements with distributors.  It
also  advertises its products in  publications  serving the  industrial  markets
targeted  by  its  products.  Advertising  costs  were  approximately  $130,000,
$227,000 and $198,000 in 1997, 1996, and 1995, respectively.

Research and Development

     The Company employs over 20 engineers, technicians and support personnel to
engage in basic and applied  research.  In 1997, the Company's  engineering team
developed and released the new ATB2 airline ticket printer,  "Journey". In 1998,
the  Company's  primary  product  development  focus  will  be on  complementary
products to Journey,  and additional  products to broaden the "CodeWriter"  line
acquired  in January  1998.  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,  where the Company
believes  it  can  add  value  through  design,  manufacturing  or  distribution
capabilities.

     Total  research and  development  expense was  $2,417,000,  $1,568,000  and
$1,872,000 in 1997, 1996 and 1995, respectively.


                                       7
<PAGE>


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, 1997, the Company had 123 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 its employees is good.

Export Sales

     Sales to non-domestic customers,  located principally in Western Europe and
South America, totaled $2,497,000 in 1997, $2,954,000 in 1996, and $2,361,000 in
1995.

Item 2. Properties

     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  74,000 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  2000.  The Company  expects that the lease expiring in
1998 will be renewed on terms similar to the existing lease.  Datasouth acquired
CodeWriter in January  1998.  CodeWriter  currently  operates in a 19,584 square
foot  fully-utilized  facility in Vista,  California  leased  from  CodeWriter's
former shareholders on a month-to-month  basis. Upon moving CodeWriter's printer
manufacturing operation to Charlotte, Datasouth will relocate its remaining west
coast operation to smaller space in the Vista, California area.

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


                                       8
<PAGE>


                                     PART II

Item 5.  Market  for the  Registrant's  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.

                                                       High              Low
                                                       ----              ---
1996
First Quarter                                          2.94             2.44
Second Quarter                                         3.44             2.44
Third Quarter                                          2.88             2.13
Fourth Quarter                                         2.81             2.06

1997
First Quarter                                          3.06             2.00
Second Quarter                                         2.75             2.13
Third Quarter                                          2.84             2.25
Fourth Quarter                                         3.84             2.56

Holders

     As of March 6, 1998, there were 2,798 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. Selected Financial Data
     The  information  required  by this  item is set forth  under  the  caption
"Selected  Financial  Data"  in the  Company's  1997  Annual  Report,  which  is
incorporated herein by reference.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     The  information  required  by this  item is set forth  under  the  caption
"Management's  Discussion  and  Analysis" in the Company's  1997 Annual  Report,
which is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

     Financial  statements of the Company required by this item are set forth in
the Company's 1997 Annual Report,  and the  supplementary  data required by this
item  is  set  forth  under  the  caption  "Selected  Quarterly  Financial  Data
(Unaudited)" in the Company's 1997 Annual Report,  which is incorporated  herein
by reference.  Financial statements and the


                                       9
<PAGE>


financial  statement  schedule of Gray as of December  31, 1997 and 1996 and for
the three years in the period ended  December 31, 1997 are included on pages F-1
through F-32 of this report.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

     Not applicable

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     Except for the information  stated below, the information  required by this
item is set forth under the  caption  "Election  of  Directors - General" in the
Company's Proxy Statement to be dated April 3, 1998, which is incorporated
herein by reference.

     In  addition  to  Messrs.  Prather,  Howell  and  Robinson,  listed  in the
Company's Proxy Statement to be dated April 3, 1998, which is incorporated
herein by reference, the Company has the following executive officer:

FREDERICK J.  ERICKSON,  39, 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; Chief Financial  Officer,
Treasurer and  Secretary of Datasouth  since 1993;  and interim Chief  Financial
Officer of Gray since March 1998. He was employed by Coopers & Lybrand from 1981
to 1993 as a certified public accountant.

Item 11. Executive Compensation

     The  information  required  by this item is set forth  beginning  under the
caption  "Executive  Compensation"  in the Company's Proxy Statement to be dated
April 3, 1998, which is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The  information  required  by this  item is set forth  under  the  caption
"Election of Directors General" in the Company's Proxy Statement to be dated
April 3, 1998, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

     The  information  required  by this  item is set forth  under  the  caption
"Certain   Relationships  and  Related  Transactions"  in  the  Company's  Proxy
Statement to be dated April 3, 1998, which is incorporated herein by reference.


                                       10
<PAGE>


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules 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
          Report of Independent Auditors are incorporated by reference in Item 8
          from the Company's 1997 Annual Report, set forth as Exhibit 13 to this
          report:
               Report of Independent Auditors
               Consolidated  Balance  Sheets as of December 31, 1997 and 1996
               Consolidated  Statements of Operations  for
                      the years ended December 31, 1997, 1996 and 1995
               Consolidated  Statements  of Stockholders' Equity  for the  years
                      ended December 31, 1997, 1996 and 1995
               Consolidated Statements of Cash Flows for the years ended
                      December 31, 1997, 1996 and 1995
               Notes to Consolidated Financial Statements
               Supplementary Data, Selected Quarterly Financial Data (Unaudited)

          The following consolidated financial statements of Gray Communications
          Systems, Inc. and Report of Independent Auditors are included on pages
          F-1 through F-32 of this report:
               Report of Independent Auditors
               Consolidated  Balance  Sheets as of December 31, 1997
               and 1996
               Consolidated  Statements of Operations for the years ended
                      December 31, 1997, 1996 and 1995
               Consolidated  Statements  of  Stockholders'  Equity for the years
                      ended December 31, 1997, 1996 and 1995
               Consolidated Statements of Cash Flows for the years ended
                      December 31, 1997, 1996 and 1995
               Notes to Consolidated Financial Statements
               Report of Independent Auditors on Financial Statement Schedule
               Schedule II - Valuation and qualifying accounts

          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 the year ended  December  31,
          1995 on page F-33 of this report

          Independent Auditors' Report on the consolidated  financial statements
          of Host  Communications,  Inc.  as of and for the year  ended June 30,
          1996 and 1995 on page F-34 of this report

     (2)  The following financial statement schedule of Bull Run Corporation and
          subsidiaries  is included in Item 14(d):
                    Schedule II - Valuation  and qualifying accounts

          The  following  financial  statement  schedule of Gray  Communications
          Systems,  Inc. and subsidiaries is included in Item 14(d):
                    Schedule II - Valuation and qualifying accounts

          All other  schedules  for which  provision  is made in the  applicable
          accounting  regulation of the Securities  and Exchange  Commission are
          not required under the related  instructions or are  inapplicable  and
          therefore have been omitted.


                                       11
<PAGE>


(b)  Reports on Form 8-K

     The  Company  filed a Form 8-K  Current  Report  dated  November  21,  1997
     regarding  its  announcement  relating to the  execution  of an  Investment
     Purchase Agreement between the Company and Rawlings Sporting Goods Company,
     Inc.

(c)  Exhibits

     Exhibit
     Numbers        Description
     -------        -----------

     (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. (f)

     (10.2)         Employee Agreement - Frederick J. Erickson (d)

     (10.3)         1994 Long Term Incentive Plan (b)

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

     (10.5)         1987 Non-Qualified Stock Option Plan (c)

     (10.6)         Datasouth Key Employee  Bonus and Employee  Incentive  Bonus
                    Plan (e)

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

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

     (10.9)         $10,000,000  Amended and Restated Credit  Agreement dated as
                    of February 20, 1998 between Datasouth Computer  Corporation
                    and Wachovia Bank, N.A. (h)

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

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

     (10.12)        Investment Purchase Agreement dated November 21, 1997 by and
                    between Rawlings  Sporting Goods Company,  Inc. and Bull Run
                    Corporation (g)

     (10.13)        Common Stock Purchase Warrant dated November 21, 1997 issued
                    by  Rawlings  Sporting  Goods  Company,  Inc.  to  Bull  Run
                    Corporation (g)

     (10.14)        Standstill  Agreement dated November 21, 1997 by and between
                    Rawlings   Sporting  Goods   Company,   Inc.  and  Bull  Run
                    Corporation (g)

     (10.15)        Registration Rights Agreement dated November 21, 1997 by and
                    between Rawlings  Sporting Goods Company,  Inc. and Bull Run
                    Corporation (g)

     (13)           1997 Annual Report to Shareholders (h)

     (21)           List of Subsidiaries of Registrant (e)

     (23.1)         Consent of Ernst & Young LLP - Bull Run Corporation (h)

     (23.2)         Consent of Ernst & Young LLP - Gray Communications  Systems,
                    Inc. (h)


                                       12
<PAGE>


     Exhibit
     Numbers        Description
     -------        -----------

     (23.3)         Consent  of  KPMG  Peat   Marwick   LLP  -  Capital   Sports
                    Properties, Inc. (h)

     (23.4)         Consent of KPMG Peat Marwick LLP - Host Communications, Inc.
                    (h)

     (27.1)         Financial Data Schedule - 1997 (h)

     (27.2)         Financial Data Schedule - 1996 Restated (h)

     (a)  Filed as an exhibit to Form  10-KSB  Annual  Report for the year ended
          December 31, 1992 and incorporated by reference herein
     (b)  Filed  as  an  exhibit   to   Registration   Statement   on  Form  S-4
          (Registration   No.   33-81816),   effective   November  3,  1994  and
          incorporated by reference herein
     (c)  Filed as an  exhibit  to Form 10-K  Annual  Report  for the year ended
          December 31, 1988 and incorporated by reference herein
     (d)  Filed as an exhibit to Form  10-KSB  Annual  Report for the year ended
          December 31, 1994 and incorporated by reference herein
     (e)  Filed as an exhibit to Form  10-KSB  Annual  Report for the year ended
          December 31, 1995 and incorporated by reference herein
     (f)  Filed as an exhibit to Form  10-KSB  Annual  Report for the year ended
          December 31, 1996 and incorporated by reference herein
     (g)  Filed as an exhibit to Form 8-K  Current  Report  dated as of November
          21, 1997 and incorporated by reference herein
     (h)  Filed herewith

(d)  Financial Statement Schedules

     The response to this section is submitted as part of Item 14(a)(1) and Item
     14(a)(2).


                                       13
<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 27, 1998.


                                       BULL RUN CORPORATION


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

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
          Signature                             Title                              Date
          ---------                             -----                              ----

<S>                                          <C>                                  <C>
/s/ ROBERT S. PRATHER, JR.                   President, Chief                     March 27, 1998
--------------------------------------       Executive Officer and
    Robert S. Prather, Jr.                   Director
                                             (Principal Executive
                                             Officer)



/s/ GERALD N. AGRANOFF                       Director                             March 27, 1998
--------------------------------------
    Gerald N. Agranoff


/s/ JAMES W. BUSBY                           Director                             March 27, 1998
--------------------------------------
    James W. Busby


/s/ FREDERICK J. ERICKSON                    Vice President - Finance             March 27, 1998
--------------------------------------       and Treasurer
    Frederick J. Erickson                    (Principal Accounting and
                                             Financial Officer)



/s/ HILTON H. HOWELL, JR.                    Director                             March 27, 1998
--------------------------------------
    Hilton H. Howell, Jr.



/s/ J. MACK ROBINSON                         Chairman of the Board                March 27, 1998
--------------------------------------
    J. Mack Robinson
</TABLE>


                                       14
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


     We  have  audited  the  consolidated   financial  statements  of  Bull  Run
Corporation as of December 31, 1997 and 1996, and for each of the three years in
the period ended  December 31, 1997,  and have issued our report  thereon  dated
February 10, 1998 (except for Note 5, for which the date is March 20, 1998). Our
audits also included the financial  statement  schedule of Bull Run  Corporation
listed in Item 14(a).  This  schedule  is the  responsibility  of the  Company's
management. Our responsibility is to express an opinion based on our audits.

     In our opinion,  the financial  statement  schedule referred to above, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents fairly in all material respects the information set forth therein.



                                   /s/ ERNST & YOUNG LLP

Atlanta, Georgia
February 10, 1998


                                       15
<PAGE>


                              BULL RUN CORPORATION

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                           Additions
                                                    -------------------------
                                    Balance at      Charged to     Charged to                     Balance at
                                    Beginning       Costs and        Other                          End of
Description                         Of Period       Expenses        Accounts      Deductions*       Period
-----------                         ---------       ----------     ----------     -----------     ----------
<S>                                 <C>             <C>              <C>          <C>             <C>
Year ended December 31, 1997

Allowance for doubtful accounts     $ 45,000        $ 27,000         $  0         $ 17,000        $ 55,000

Year ended December 31, 1996

Allowance for doubtful accounts     $ 50,000        $  1,000         $  0         $  6,000        $ 45,000

Year ended December 31, 1995

Allowance for doubtful accounts     $ 60,000        $ 58,000         $  0         $ 68,000        $ 50,000
</TABLE>

*    "Deductions" represent write-offs of amounts not considered collectible


                                       16