SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D. C. 20549

                                  Form 10-QSB/A

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

                 For the quarterly period ended January 31, 1996 

           [  ] 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:  1,438,733.

Transitional Small Business Disclosure Format: No  [X].













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Exhibit Index on Page Three
<PAGE>
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
  (a) Exhibits
      The following exhibits are being filed with this report:

      Exhibit No.       Description
      -----------       -----------
      16                Letter on change in certifying accountant
      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 27, 1996                     ______________________________

                                         J. T. Williams, Jr. 
                                         President

Date: March 27, 1996                     ______________________________

                                         David K. Williams 
                                         Chief Financial Officer
























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<PAGE>


                                        EXHIBIT INDEX

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

                           16        Letter on change in 
                                       certifying accountant       4

















































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<PAGE>


                                                   Exhibit 16


                                            March 19, 1996

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Gentlemen,

        We have been furnished with a copy of Part 2, Item 5 of the 10QSB
for the quarter ended January 31, 1996 filed by our former client, Killearn
Properties, Inc.  We agree with the statements made insofar as they relate
to our firm.


                                            Very truly yours,



                                            BDO Seidman, LLP



[Received by the registrant on March 26, 1996]






























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