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 January 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.

Transitional Small Business Disclosure Format: No  [X].














KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
INDEX

Part I.  Financial Information

   Item 1.  Consolidated Condensed Financial Statements (Unaudited):

    Consolidated Condensed Balance Sheet as of January 31, 1997              3

    Consolidated Condensed Statements of Operations for the Three            4
      Months Ended and Nine Months Ended January 31, 1997 and 1996

    Consolidated Statements of Cash Flows for the Nine Months                5
      Ended January 31, 1997 and 1996

    Notes to Consolidated Condensed Financial Statements                     6

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

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                                10

Signatures                                                                  10
Exhibit Index                                                               11






























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

<CAPTION>
ASSETS                                               1/31/97
                                                   (Unaudited)
<S>                                            <C>   
Cash                                            $    123,156
Cash in improvement trust funds                      167,756
Accounts and notes receivable                      6,716,480
Land contracts receivable, net                       363,864
Real estate held for development and sale         25,912,398
Property under contract for sale                     212,653
Other property, plant and equipment, net           1,009,326
Other assets                                          31,247
                                                  __________
TOTAL ASSETS                                    $ 34,536,880
                                                  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable & other liabilities            $  1,521,321
Income taxes payable                               1,290,658
Mortgages & notes payable                         22,176,402
Deferred improvement revenue                         719,932
Deferred income taxes                              5,207,686
Deferred profit                                    1,563,552
                                                  __________
TOTAL LIABILITIES                               $ 32,479,551

STOCKHOLDERS' EQUITY

Common stock - par value $.10 per share;
  authorized 6,000,000 shares; issued
  887,412 shares                                $     88,741
Additional paid-in capital                         6,846,014
Retained earnings                                 13,026,797
Net assets to be transferred for stock           (17,904,223)
                                                  __________
TOTAL STOCKHOLDERS' EQUITY                      $  2,057,329
                                                  __________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 34,536,880
                                                  ==========
See Notes to Consolidated Condensed Financial Statements
</TABLE>
                   









<TABLE>
KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<CAPTION>
                                     Three Months Ended     Nine Months Ended
                                    1/31/97    1/31/96     1/31/97    1/31/96
                                   Unaudited   Unaudited   Unaudited Unaudited
<S>                               <C>            <C>          <C>       <C>
INCOME:
 Net sales of land                $3,202,738 $3,389,837 $8,798,425 $12,566,137
 Sales of residential construction                    0    155,000     45,500
 Interest income                     137,071     92,448    448,787    542,785
 Commission income                    62,004     93,506    127,569    215,928
 Income from joint ventures                                 55,232    483,533
 Other revenues                       18,161     85,370     51,138     83,885
                                   _________  _________  _________  _________
 Total                             3,419,974  3,661,161  9,636,151 13,937,768
EXPENSES:
 Cost of land sold                 1,864,202  2,477,611  5,355,698  9,469,631
 Cost of residential construction                     0    179,879     42,063
 Commissions and selling expenses    332,496    511,687  1,143,752  1,134,017
 Interest expense                    143,848     64,397    413,530    216,093
 Depreciation                         25,862     26,294     82,807     81,549
 Property taxes                       67,343     64,507    146,544    149,533
 General & administrative costs      340,744    402,678  1,033,752  1,181,338
                                   _________  _________  _________ __________
TOTAL EXPENSES                     2,774,495  3,547,174  8,355,962 12,274,224

Net income before income taxes
 and discontinued operations         645,479    113,987  1,280,189  1,663,544
Income tax provision                 242,894     42,893    486,088    625,992
                                   _________  _________   ________  _________
NET INCOME BEFORE 
 DISCONTINUED OPERATIONS          $  402,585 $   71,094  $ 794,101 $1,037,552

DISCONTINUED OPERATIONS:
Net loss from transferred operations
(net of income tax benefit of $19,667
and $29,976 for the three and nine months
ended January 31, 1996, respectively)$     0 $  (32,598) $       0  $ (49,684)

Net income                        $  402,585 $   38,496  $ 794,101 $  987,868
                                     =======  =========    =======    =======
Earnings per share before
discontinued operations            $     0.45 $     0.05  $    0.89 $    0.72

Discontinued operations            $     0.00 $    (0.02) $    0.00 $   (0.03)
                                    _________  _________   ________  _________
NET INCOME PER SHARE               $     0.45 $     0.03  $    0.89 $    0.69
                                    =========  =========   ========  =========
Weighted average shares outstanding   887,412  1,438,733    887,412  1,438,733

DIVIDENDS PER SHARE                     NONE      NONE       NONE       NONE

<FN>
See Notes to Consolidated Condensed Financial Statements
</TABLE>


<TABLE>
KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>                                                Nine Months Ended
                                                        1/31/97       1/31/96
                                                        --------      --------
<S>                                                <C>(Unaudited)<C>(Unaudited)

NET CASH FROM OPERATING ACTIVITIES:                 (2,626,336)    (1,938,855)
                                                    ___________     __________

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                    (52,171)       (67,423)
  Distributions from joint ventures                     129,927        602,484
  Net change in assets from discontinued operations           0        (21,249)
                                                    ___________    ___________
    Net cash from investing activities                   77,756        513,812
                                                    ___________    ___________
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from loans                               9,569,345      5,033,452
    Principal payments on debt                       (7,057,756)    (4,086,673)
                                                    ____________   ___________
      Net cash from financing activities              2,511,589        946,779
                                                    ___________    ___________
NET INCREASE/(DECREASE) IN CASH                         (36,991)      (478,264)

CASH - Beginning of period                              160,147        507,277
                                                    ___________    ___________

CASH - End of period                                $   123,156   $     29,013
                                                    ===========    ===========

Supplemental Information
Cash Paid:  Interest paid was $1,659,119 and $1,574,914 for fiscal 1997 and
            1996, respectively.
            Income taxes paid were $983,207 and $10,000 in fiscal 1997 and
            1996, respectively.
See Notes to Consolidated Condensed Financial Statements
</TABLE>




















PART I. KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 
JANUARY 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 10KSB for the year ended April 30, 1996.

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 $17,904,000 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.  Furthermore,
adjustments to prior year results of operations have been made to accunt for
the transferred assets.  The prior year results of the transferred assets have
been reflected as discontinued operations in the accompanying statements of
operations and cash flows.


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 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.  Had such transaction been completed on May
1, 1995, earnings per share for the nine months ended January 31, 1996 would
have been $1.22.

NOTE 4  Financing

The Company obtained various additional credit facilities during the nine month
period ending January 31, 1997.  One such facility of approximately $1.8
million is being used for the acquisition and development of 75 additional
acres of land located contiguous to the Company's property in Stockbridge,
Georgia.  Additional borrowings were for the financing of development cost
under various development loans.  These loans generally mature as the related
lots are sold and bear interest rates at one point over prime rate.

Additionally, on January 29, 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 2% per annum, and extends
the due date to April 10, 1997.  The loan is collateralized by first mortgages
on substantially all the undeveloped land in the Company's Georgia property
and certain contracts receivable.  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.  Upon maturity of this loan, the failure of the bank to
extend the Company's loan, or the failure of the Company to obtain replacement
financing, could have a material adverse effect on the Company's financial
condition.  Management believes this debt will be extended, or refinanced with
another lending institution, as it has been in the past.

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

Results of Operations

Net sales of land decreased approximately $187,000 (5.5%) during the 
current three month period and $3.8 million (30%) during the current nine month
period compared to the same period a year ago.  The primary reason for the 
decrease was a result of the recognition in the prior year of income in the 
Florida operations related to the sale of substantially all of the Florida
assets in November 1993.  However, net land sales in Georgia increased 59.6%
for the current three month period, and 147% for the current nine month period,
compared to the same period a year ago, as a result of the Company initiating
a modified sales program intended to expand its marketing efforts.

Cost of land sold, as a percentage of net sales of land, was 58.2% for the
current three month period compared to 73.1% for the same period a year ago.
The cost of land sold for the current nine month period decreased to 60.9%
compared to 75.4% for the same period a year ago.  These improvements in gross
margins are reflective of the discounted sales price granted in the prior year
on the bulk sale of land from the Florida operations.

Interest income increased approximately $45,000 during the current three
month period and decreased approximately $94,000 during the current nine month
period when compared to the same period a year ago.  The overall decrease is
primarily due to a decrease in the interest on notes receivable from the sale
of substantially all of the Florida assets.  As principal is repaid, the
related interest income is reduced.

Commission income decreased approximately $32,000 in the current three month
period, and decreased approximately $88,000 in the current nine month period
as compared to the same period a year ago.  Likewise, the commission and
selling expenses decreased approximately $179,000 in the current three month
period, and increased approximately $9,700 in the current nine month period 
These overall decreases resulted from the Company's change in its method of
marketing homes in some of the Georgia developments in the second quarter of
fiscal 1996.  At that time, the Company began using independent brokers rather
than Company-employed salespersons.

Interest expense, when compared to the same periods a year ago, increased
approximately $79,000 for the current three month period and $197,000 for the
current nine month period.  These increases are due to some interest expense
incurred by the Company being ineligible for capitalization in accordance with
Financial Accounting Standard 34.

General and administrative expenses decreased $62,000 in the current three
month period and $148,000 for the current nine month period when compared to
the same period a year ago.  These decreases are due to reduction of life
insurance benefits and salaries to the Company's former Chief Executive Officer
and other employees in relation to the asset transfer agreement discussed in
Note 2.  Additionally, the Company elected not to contribute to the Company's
profit sharing plan in the current year; however, the nine months ending
January 31, 1996 included a $45,000 contribution to the plan.

Discontinued operations represents the results attributible to the net assets
transferred to J.T. Williams, Jr. pursuant to the August 1, 1996 Agreement
between the Company and Mr. Williams.  Loss from discontinued operations was
$32,598 and $49,684 respectively for the three and nine month ended
January 31, 1996 (See Item 4).

The operating statements for the current nine months 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 January 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 January 29, 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 2% per annum, and extends the due
date to April 10, 1997.  The loan is collateralized by first mortgages on
substantially all the undeveloped land in the Company's Georgia property and
certain contracts receivable.  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.  Upon maturity of this loan, the failure of the bank to
extend the Company's loan, or the failure of the Company to obtain replacement
financing, could have a material adverse effect on the Company's financial
condition.  Management believes this debt will be extended, or refinanced with
another lending institution, as it has been in the past.

In addition, the Company has other debt maturing in the amount of approxi-
mately $2.3 million in fiscal 1997 and $8.3 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.

PART II - OTHER INFORMATION 

ITEM 1.
LEGAL PROCEEDINGS

NONE

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

On September 30, 1996, the shareholders approved the transfer by the Company 
(the "Split-off") of certain of its assets, comprised 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, subject to certain liabilities, to a newly-formed
wholly owned subsidiary of the Company ("NewSub"), and the subsequent transfer
of all of the outstanding capital stock of NewSub to J.T. Williams, Jr., the
Company's former Chairman of the Board and Chief Executive Officer, in exchange
for 551,321 shares of Common Stock owned by Mr. Williams and the cancellation
of his option to purchase an additional 100,000 shares of Common Stock.  The
closing of the Split-off occurred on November 16, 1996; however, the effective
date of the transfer of assets and liabilities was May 1, 1996. With 
1,438,733 shares outstanding, 1,179,454 shares voted in favor of the proposed
split-off, with 52,695 voting against, and 30,784 abstaining from voting.

On September 30, 1996, the shareholders elected Mark A. Conner, Robert E.
Maloney, Jr. and Langdon S. Flowers, Jr. to the Board of Directors.
Additionally, Mark A. Conner was elected by the Board to be President
and Chairman.  With 1,438,733 shares outstanding, 1,259,234 shares voted in
favor of, and 4,875 voted against the election of the new directors.


ITEM 5.
OTHER INFORMATION

NONE














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



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:  March 13, 1997                    /s/ David K. Williams
                                         _________________________
                                         DAVID K. WILLIAMS 
                                         Chief Financial Officer
                                         Vice President






























                                    EXHIBIT INDEX

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

                           27        Financial Data Schedule      12
10


10