SECURITIES AND EXCHANGE COMMISSION 
                        Washington, D. C. 20549
                              Form 10-QSB

         [X] QUARTERLY REPORT UNDER SECTION 13 OR 15[d] OF THE 
                    SECURITIES EXCHANGE ACT OF 1934 

             For the quarterly period ended October 31, 1997

     [  ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE 
                           EXCHANGE ACT 

               For the transition period from      to    

                    Commission file number 1-6762

                     KILLEARN PROPERTIES, INC.

    (Exact name of small business issuer as specified in its charter )

   Florida                           59-1095497
  (State or other jurisdiction of   (I.R.S. Employer Identification No.)
   incorporation or organization)

                        100 Eagle's Landing Way
                         Stockbridge, GA  30281
                 (Address of principal executive offices)

                       Issuer's telephone number
                              (770)389-2020

Check whether the issuer (1) has 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] 

State the number of shares outstanding of each of the issuer's classes 
of common equity, as of the last practicable date:  887,412.

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KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
INDEX

Part I.  Financial Information

   Item 1.  Consolidated Condensed Financial Statements (Unaudited):

    Consolidated Condensed Balance Sheet as of October 31, 1997        3

    Consolidated Condensed Statements of Operations for the Six        4
      Months Ended and October 31, 1997 and 1996

    Consolidated Statements of Cash Flows for the Six Months           5
      Ended October 31, 1997 and 1996

    Notes to Consolidated Condensed Financial Statements               6

   Item 2.  Management's Discussion and 
      Analysis of Financial Condition and Results of Operations        7

Part II  Other Information

   Item 1.  Legal Proceedings                                          9
   Item 4.  Submission of Matters to a Vote of Security Holders        9
   Item 5.  Other Information                                          9
   Item 6.  Exhibits and Reports on Form 8-K                           9

Signatures                                                            10
Exhibit Index                                                         11

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<TABLE>
PART I. FINANCIAL INFORMATION 
ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 
KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET

<CAPTION>
ASSETS                                               10/31/97
                                                   (Unaudited)
<S>                                             <C>   
Cash                                            $     52,804
Accounts and notes receivable                      5,824,684
Land contracts receivable, net                       554,334
Real estate held for development and sale         25,140,164
Property under contract for sale                     141,196
Other property, plant and equipment, net             504,837
Other assets                                       1,162,251
                                                  __________
TOTAL ASSETS                                    $ 33,380,269
                                                  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable & other liabilities            $  2,677,356
Income taxes payable                               2,121,308
Mortgages & notes payable                         20,047,362
Deferred improvement revenue                          13,125
Deferred income taxes                              3,313,236
Deferred profit                                    1,704,278
                                                  __________
TOTAL LIABILITIES                               $ 29,876,664

STOCKHOLDERS' EQUITY

Common stock - par value $.10 per share;
  authorized 6,000,000 shares; issued
  887,412 shares                                $     88,741
Additional paid-in capital                         1,942,998
Retained earnings                                  1,471,866
                                                  __________
TOTAL STOCKHOLDERS' EQUITY                      $  3,503,605
                                                  __________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 33,380,269
                                                  ==========
See Notes to Consolidated Condensed Financial Statements
</TABLE>

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<TABLE>
KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<CAPTION>

                             Three Months Ended           Six Months Ended 
                          10/31/97       10/31/96      10/31/97     10/31/96
                          (Unaudited)    (Unaudited)   (Unaudited)  (Unaudited)
<S>                       <C>            <C>           <C>          <C>
INCOME:
 Net sales of land        $4,399,707     $2,801,702    $8,523,210    $5,595,686
 Sales of residential 
     construction                  -              -             -       155,000
 Interest income             101,462        165,335       249,585       311,716
 Commission income            39,737         11,395        83,135        65,566
 Income from joint ventures        -         55,232             -        55,232
 Other revenues               69,467         11,961        70,967        32,977
                          __________     _________     __________    __________
 Total                     4,610,374      3,045,625    $8,926,898    $6,216,177

EXPENSES:
 Cost of land sold         3,659,568      1,617,936    $6,396,872    $3,491,496
 Cost of residential 
     construction                  -            925             -       179,879
 Commissions and 
     selling expenses        535,407        416,089       982,979       811,256
 Interest expense             73,272        146,238       234,369       269,682
 Depreciation                 19,444         25,862        38,884        56,945
 Property taxes              115,588         47,430       164,645        79,201
 General & administrative 
     costs                   267,272        392,553       501,494       693,008
                           _________      _________    __________    __________
TOTAL EXPENSES             4,670,551      2,647,033    $8,319,243    $5,581,467

Net income before 
     income taxes            (60,177)       398,592       607,655       634,710
Income tax provision         (22,645)       154,343       228,660       243,195
                           _________      _________    __________    __________
NET INCOME                $  (37,533)    $  244,249    $  378,995    $  391,515
                          ==========     ==========    ==========    ==========

NET INCOME PER SHARE      $     (.04)    $      .28    $      .43    $      .44
                          ==========     ==========    ==========    ==========

Weighted average shares 
     outstanding             887,412        887,412       887,412       887,412

<FN>
See Notes to Consolidated Condensed Financial Statements
</FN>
</TABLE>
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<TABLE>
KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                          Six Months Ended
                                                       10/31/97     10/31/96
                                                       --------     --------
                                                       (Unaudited)  (Unaudited)
<S>                                                    <C>          <C>

NET CASH FROM OPERATING ACTIVITIES:                       (361,734)   (679,203)
                                                       ___________  __________

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                      (3,654)    (50,040)
    Distributions from joint ventures                       50,000     129,927
                                                       ___________  __________
       Net cash from investing activities                   46,346      79,887

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from loans                                 14,439,750   5,803,968
    Principal payments on debt                         (14,340,752) (5,043,734)
                                                       ___________  __________
      Net cash from financing activities                    98,998     760,234
                                                       ___________  __________
NET DECREASE IN CASH                                       216,390     160,918

CASH - Beginning of period                                 269,194     160,147
                                                       ___________  __________

CASH - End of period                                   $    52,804  $  321,065
                                                       ===========  ==========

Supplemental Information
Cash Paid:  Interest paid was $1,039,627 and $629,181.45 for fiscal 1997 and
            1998, respectively.
            Income taxes paid were $683,207 and $750,000 in fiscal 1997 and
            1998, respectively.
See Notes to Consolidated Condensed Financial Statements
</TABLE>
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PART I. KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 
OCTOBER 31, 1997 

NOTE 1.  Basis of Presentation 

The accompanying unaudited consolidated condensed financial statements 
have been prepared in accordance with the instructions for Form 10-QSB
and, therefore, do not include all information and footnotes necessary
for a fair presentation of financial position, results of operations
and changes in financial position in conformity with generally accepted
accounting principles. 

The information furnished reflects all adjustments which are, in the 
opinion of management, necessary for a fair statement of the results for 
the interim period covered.  For further information, refer to the 
complete consolidated financial statements and footnotes thereto 
included in the Company's annual report on Form 10-KSB for the year 
ended April 30, 1997.

NOTE 2.  Transfer of Assets

On August 1, 1996, the Company entered into an agreement, subject to
shareholder approval, pursuant to which it agreed to transfer certain
of its assets and liabilities to J.T. Williams, Jr., the Company's 
former Chairman of the Board and Chief Executive Officer, in exchange 
for the 551,321 shares of common stock he held in the Company and the 
cancellation of his option to purchase an additional 100,000 shares of 
common stock.  The net assets identified in the agreement consisted 
principally of the Eagle's Landing Golf Course and Country Club, the Inn 
at Eagle's Landing, a note for approximately $2 million and 
approximately 250 acres of commercial and industrial real estate, and 
certain mortgages and other liabilities, as more fully described in the 
Company's proxy statement filed on August 26, 1996 Such transfer, once 
approved, was agreed to be effective as of May 1, 1996.  Accordingly, 
the net cash flows related to the transferred assets from the effective 
date (May 1, 1996) until the closing date would be transferred to or 
funded by J.T. Williams, Jr.

On September 30, 1996, the shareholders of the Company (excluding J.T. 
Williams, Jr.) voted on and approved the transfer agreement, and the 
transfer closed on November 16, 1996. The net assets transferred had a 
historical cost basis of approximately $17,136,000 which has been 
reflected as a reduction to shareholders' equity in the accompanying 
balance sheet.  The net operating results of the transferred assets have 
been removed from the statement of operations retroactively to the 
effective date and have not been considered in the determination of net 
income of the Company.


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NOTE 3  Earnings per share

Earnings per share reflect the weighted average shares outstanding 
during each of the periods presented as reflected on the face of the 
income statement.  As discussed in Note 2, the Company entered into an 
agreement to transfer certain net assets in exchange for 551,321 shares 
and the cancellation of an option to purchase 100,000 shares of the 
Company's common stock.  Based on the effective date of that agreement,
 earnings per share are computed based on the number of shares 
outstanding during the period as if such shares were transferred on the 
effective date.

NOTE 4  Financing

The Company obtained various additional credit facilities during the six
month period ending October 31, 1997.  Two such facilities of 
approximately $2.5 million and $1.8 million are being used for the 
acquisition and development of 93 acres and 124 acres, respectively, of 
land in the Henry County area.  Additional borrowings were for the 
financing of development costs under various development loans.  These 
loans generally mature as the related lots are sold and bear interest 
rates at prime rate plus 1 to 1 1/4 percent.

Additionally, on July 10, 1997, the Company modified its loan agreement 
with a bank involving its Georgia operations.  The agreement provides 
for interest to be paid at the bank's prime rate plus 1.25% per annum, 
and matures on July 9, 1998.  The loan is collateralized by first 
mortgages on substantially all the undeveloped land in the Company's 
Georgia property.  Upon the sale of collateralized property, release 
prices, which vary with the development, are applied against the loan 
balance owed to the bank.  The Company historically secures development 
loans from other lenders in an amount sufficient to pay the release 
price and all development costs, which are ultimately satisfied with 
proceeds from the sale of the properties.

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Net sales of land increased approximately $1.6 million (57%) during the
current three month period and $2.9 million (52%) during the current six
month period compared to the same period a year ago.  The primary reason
for the increase was a result of the Company's increase in commercial 
and bulk sales and the recognition of income related to the sale of 
substantially all of the Company's Florida assets in November 1993. 

Cost of land sold, as a percentage of net sales of land, was 83% for 
the current three month period compared to 58% for the same period a 
year ago.  Cost of land sold for the current six month period 
increased to 75% compared to 62% for the same period a year ago.  
These decreases in gross margins are due to the sales at discounted 
prices made in the current year on the commercial and bulk sales of 
land.

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Interest income decreased approximately $63,873 during the current three 
month period and $62,131 during the current six month period compared to 
the same periods a year ago primarily due to a decrease in the interest 
on notes receivable from the November, 1993 sale of substantially all 
the Company's Florida assets.  As the principal is repaid, the related 
interest income is reduced.

Commission income increased approximately $28,342 in the current three 
month period and $17,569 in the current six month period compared to the 
same periods a year ago.  Additionally, commission and selling 
expenses increased approximately $119,318 in the current three month 
period and $171,723 in the current six month period.  These overall 
changes resulted from the Company's increase in net sales of Land.

Interest expense, when compared to the same period a year ago, decreased 
approximately $72,966 for the current three month period and $35,313 for 
the current six month period.  This decrease is due to certain interest 
expense incurred by the Company being eligible for capitalization in 
accordance with Financial Accounting Standard 34.

General and administrative expenses decreased approximately $125,281 in 
the current three month period and $191,514 in the current six month 
period when compared to the same periods a year ago.  This decrease is 
due to reduction of life insurance premiums and salary to the 
Company's former Chief Executive Officer and other employees as a result 
of the transaction described in Note 2 to the Company's financial 
statements.

The operating statements for the current three month period are not 
necessarily indicative of the results expected for the year.

Liquidity and Capital Resources

The Company finances its operations with operating cash flow and bank 
borrowings.  On October 31, 1997 the Company had available lines of 
credit of approximately $1.5 million which may be drawn as needed for 
the development of the Company's property and other working capital 
needs.  The Company continues to look for additional sources of lines of 
credit and other  financing alternatives and believes that such sources 
are available on acceptable terms when the need for additional financing 
arise.

On July 10, 1997, the Company modified its loan agreement with a bank 
involving its Georgia operations.  The agreement provides for interest 
to be paid at the bank's prime rate plus 1.25% per annum, and matures on 
July 9, 1998.  The loan is collateralized by first mortgages on 
substantially all the undeveloped land in the Company's Georgia 
property.  Upon the sale of collateralized property, release prices, 
which vary with the development, are applied against the loan balance 
owed to the bank.  The Company historically secures development loans 
from other lenders in an amount sufficient to pay the release price and 
all development costs, which are ultimately satisfied with proceeds from 
the sale of the properties.



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In addition, the Company has other debt maturing in the amount of 
approximately $11.5 million in fiscal 1998 and $3.6 million in the 
following fiscal year.  The Company anticipates that these obligations 
will be paid with the proceeds of land sales from normal operations, 
extension of debt or new borrowings.

The Company currently has Notes Receivable due from Proactive 
Technologies, Inc., delinquent in the amount of $313,000.59 in interest and 
$550,000.00 in principal at October 31, 1997.  An additional  principal 
payment from Proactive of $1.8 million is due December 31, 1997, as well 
as additional interest payments.  If these funds are not received, 
the Company may be required to seek alternative means of financing to meet
its working capital and liquidity requirements, including seeking additional
bank lines of credit, or the sale of equity or debt securities.


PART II - OTHER INFORMATION 

ITEM 1.
LEGAL PROCEEDINGS

NONE

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

NONE

ITEM 5.
OTHER INFORMATION

The Company announced on or about December 3, 1997 that it had received 
a merger offer from its largest shareholder, Proactive Technologies, 
Inc., to purchase all remaining shares of common stock outstanding not 
currently held by Proactive for $9.00 per share in cash, subject to its 
obtaining financing, negotiation of a definitive agreement and certain 
other conditions.  Proactive currently owns or controls 45% (404,396) of 
the outstanding common stock of the Company.

To review the merger proposal, a special committee of Killearn directors 
has been named, which includes all four non-Proactive affiliated 
directors.  The Company has a total of seven directors of which three 
are affiliated with Proactive.  The special committee has asked 
Proactive to demonstrate its ability to obtain the necessary financing 
on or before December 31, 1997.  If the Board approves the offer and a 
definitive agreement is executed, the proposed merger will be
submitted to the Company's shareholders for their approval.  There 
is no assurance the proposed merger will be approved by the Board nor 
the shareholders.

ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
  (a) Exhibits
      The following exhibit is being filed with this report:

      Exhibit No.       Description
      -----------       -----------
      27                Financial Data Schedule
  (b) Reports on Form 8-K

      NONE
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SIGNATURES 

In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.


                                          KILLEARN PROPERTIES, INC. 
                                         (Registrant)

Date:  December 15, 1997                    /s/ David K. Williams
                                         _________________________
                                         DAVID K. WILLIAMS 
                                         Chief Financial Officer
                                         President








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                             EXHIBIT INDEX

                 Exhibit No.        Description          Page No.
                 -----------        -----------          --------

                    27        Financial Data Schedule      12