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


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

        For the quarterly period ended September 30, 1997
                                       ------------------

                                       OR

 ---   TRANSITION REPORT UNDER 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 of incorporation                                    (I.R.S. Employer
      or organization)                                     Identification No.)

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

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



Indicate by check mark whether the registrant (1) has filed all reports required
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. Yes X  No
                                      ---   ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date:  21,270,217  shares of Common
Stock, par value $.01 per share, were outstanding as of October 31, 1997.

<PAGE>




                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

                              BULL RUN CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            September 30,       December 31,
                                                                                1997                1996
                             ASSETS                                                                         
<S>                                                                         <C>                   <C>
Current assets:                                                                                              
   Cash and cash equivalents............................................    $   433,844           $    81,291
   Accounts receivable..................................................      4,030,212             4,074,357
   Inventories..........................................................      3,131,000             3,315,093
   Other................................................................        332,634               197,046
                                                                            -----------           -----------
        Total current assets............................................      7,927,690             7,667,787
Property and equipment, net.............................................      2,199,821             2,250,616
Investment in affiliated companies......................................     54,687,538            53,752,467
Goodwill................................................................      3,664,407             3,890,298
Other assets............................................................        286,079               290,201
                                                                            -----------           -----------
                                                                            $68,765,535           $67,851,369
                                                                            ===========           ===========
   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable and current portion of long-term debt..................    $ 1,400,000           $   500,000
   Accounts payable.....................................................      2,180,972             2,116,087
   Accrued and other liabilities:
      Employee compensation and related taxes...........................        431,603               541,788
      Interest..........................................................        492,287               307,570
      Other.............................................................        235,174               212,784
                                                                            -----------           -----------
        Total current liabilities.......................................      4,740,036             3,678,229
                                                                            -----------           -----------
Long-term debt..........................................................     33,963,342            31,363,795
                                                                            -----------           -----------
Deferred income taxes...................................................      4,061,248             4,491,248
                                                                            -----------           -----------
Stockholders' equity:
   Common stock ($.01 par value, authorized 100,000,000
      shares;  issued 22,576,727 shares as of September 30, 1997
      and 22,324,727 shares as of December 31, 1996)....................        225,767               223,247
   Additional paid-in capital...........................................     20,795,376            20,541,537
   Retained earnings....................................................      8,167,936             8,990,642
   Treasury stock, at cost (1,306,510 shares as of
      September 30, 1997 and 580,500 shares as of
      December 31, 1996)................................................     (3,188,170)           (1,437,329)
                                                                            -----------           -----------
            Total stockholders' equity..................................     26,000,909            28,318,097
                                                                            -----------           -----------
                                                                            $68,765,535           $67,851,369
                                                                            ===========           ===========
</TABLE>
     See accompanying notes to condensed consolidated financial statements.


<PAGE>




                              BULL RUN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              AND RETAINED EARNINGS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Three Months Ended                    Nine Months Ended
                                                                      September 30                          September 30
                                                                -------------------------------------------------------------
                                                                     1997          1996                1997              1996
                                                                     ----          ----                ----              ----
<S>                                                            <C>              <C>                <C>               <C>
Revenue from printer operations.............................   $ 5,545,313      $ 5,987,676        $16,112,030       $17,842,461
Cost of goods sold..........................................     3,979,577        4,390,992         11,704,636        12,812,383
                                                               -----------      -----------        -----------       -----------
         Gross profit.......................................     1,565,736        1,596,684          4,407,394         5,030,078
                                                               -----------      -----------        -----------       -----------
Consulting fee income.......................................        71,130          473,267            678,406           842,647
                                                               -----------      -----------        -----------       -----------
Operating expenses:
         Research and development...........................       692,083          349,227          1,786,613         1,186,226
         Selling, general and administrative................     1,024,091        1,164,095          3,279,778         3,586,503
                                                               -----------      -----------        -----------       -----------
                                                                 1,716,174        1,513,322          5,066,391         4,772,729
                                                               -----------      -----------        -----------       -----------

Income (loss) from operations...............................       (79,308)         556,629             19,409         1,099,996

Other income (expense):
     Equity in earnings (losses) of affiliated
         companies..........................................      (173,213)         962,478           (321,238)        1,672,286
     Gain on issuance of common shares by
         affiliated company.................................                      8,178,678                            8,178,678
     Interest and dividend income...........................       275,260          205,167            826,341           598,954
     Interest expense.......................................      (693,537)        (522,419)        (1,942,996)       (1,512,076)
                                                               -----------      -----------        -----------       -----------

Income (loss) before income taxes, extraordinary item
     and cumulative effect of accounting change.............      (670,798)       9,380,533         (1,418,484)       10,037,838
     Income tax benefit (provision).........................       297,002       (3,900,337)           595,778        (4,215,890)
                                                               -----------      -----------        -----------       -----------

Income (loss) before extraordinary item and
     cumulative effect of accounting change.................      (373,796)       5,480,196           (822,706)        5,821,948

Extraordinary loss recognized by affiliated
     company (net of $184,877 tax benefit)..................                       (295,322)                            (295,322)

Cumulative effect of accounting change recognized
     by affiliated company (net of $141,280 tax benefit)....                                                            (274,248)
                                                               -----------      -----------        -----------       -----------

Net income (loss)............................................     (373,796)       5,184,874           (822,706)        5,252,378

     Retained earnings, beginning of period.................     8,541,732        3,750,594          8,990,642         3,683,090
                                                               -----------      -----------        -----------       -----------
     Retained earnings, end of period.......................   $ 8,167,936      $ 8,935,468        $ 8,167,936       $ 8,935,468
                                                               ===========      ===========        ===========       ===========

Earnings (loss) per share:
   Income (loss) before extraordinary item and
       cumulative effect of accounting change...............         $(.02)           $ .24              $(.04)            $ .25
   Extraordinary item.......................................                           (.01)                                (.01)
   Cumulative effect of accounting change...................                                                                (.01)
                                                                     -----            -----              -----             -----
   Net income (loss)........................................         $(.02)           $ .23              $(.04)            $ .23
                                                                     =====            =====              =====             =====

Weighted average number of common
     shares outstanding.....................................    21,269,565       22,851,002         21,292,830        23,017,805
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


<PAGE>

                              BULL RUN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                          Nine Months Ended
                                                                                            September 30
                                                                                -----------------------------------
                                                                                    1997                     1996
                                                                                    ----                     ----
     <S>                                                                            <C>                   <C>
     Cash flows from operating activities:......................................
         Net income (loss)......................................................    $  (822,706)          $ 5,252,378
         Adjustments to reconcile net income (loss) to net
           cash provided by (used in) operating activities:
              Extraordinary item................................................                              480,199
              Cumulative effect of accounting change............................                              415,528
              Gain on issuance of common shares by affiliated
                 company........................................................                           (8,178,678)
              Depreciation and amortization.....................................        722,654               730,546
              Equity in (earnings) losses of affiliated companies...............        321,238            (1,672,286)
              Accrued preferred dividend income.................................       (225,000)
              Change in operating assets and liabilities:
                  Accounts receivable...........................................         44,145            (1,003,233)
                  Inventories...................................................        184,093               467,285
                  Other current assets..........................................        (27,708)               72,616
                  Accounts payable and accrued expenses.........................         53,928               340,649
                  Deferred income taxes.........................................       (430,000)            3,529,843
                                                                                    -----------             ---------
              Net cash provided by (used in) operating activities...............       (179,356)              434,847
                                                                                    -----------             ---------

     Cash flows from investing activities:
         Capital expenditures...................................................       (441,847)             (303,254)
         Investment in affiliated companies.....................................     (2,006,616)           (5,490,377)
         Note purchased from affiliated company.................................                          (10,000,000)
         Dividends received from affiliated companies...........................        975,307                49,064
                                                                                       --------          ------------
              Net cash used in investing activities.............................     (1,473,156)          (15,744,567)
                                                                                      ---------            ----------

     Cash flows from financing activities:
         Borrowings on revolving lines of credit ...............................     10,879,886             8,706,195
         Borrowings on notes payable............................................      1,400,000
         Repayments on revolving lines of credit................................     (8,780,339)           (7,730,000)
         Proceeds from long-term debt...........................................                           15,000,000
         Loan commitment fee....................................................                              (87,500)
         Repurchase of common stock.............................................     (1,750,841)             (584,238)
         Exercise of incentive stock options....................................        256,359                26,250
                                                                                     ----------          ------------
              Net cash provided by financing activities.........................      2,005,065            15,330,707
                                                                                     ----------            ----------

     Net increase in cash and cash equivalents..................................        352,553                20,987
     Cash and cash equivalents, beginning of period.............................         81,291               145,867
                                                                                        -------              --------

     Cash and cash equivalents, end of period...................................    $   433,844           $   166,854
                                                                                        =======               =======

     Supplemental cash flow disclosures:
         Interest paid..........................................................    $ 1,612,115           $ 1,586,614
         Income taxes paid (refunded)...........................................        (57,899)              579,925

</TABLE>

     See accompanying notes to condensed consolidated financial statements.


<PAGE>




                              BULL RUN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. In management's  opinion, the accompanying  unaudited condensed  consolidated
financial  statements  reflect  all  adjustments  (consisting  solely of normal,
recurring  adjustments)  necessary to present fairly the financial  position and
results  of  operations  for  the  interim  periods  reported.  These  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial statements contained in the Annual Report on Form 10-KSB
of Bull Run Corporation for the year ended December 31, 1996.


2. The accompanying  condensed  consolidated  financial  statements  include the
accounts of Bull Run  Corporation  and its  wholly-owned  subsidiary,  Datasouth
Computer  Corporation  ("Datasouth",   and  collectively,   unless  the  context
otherwise requires,  the "Company"),  after elimination of intercompany accounts
and transactions.


3. The Company accounts for its investments in Gray Communications Systems, Inc.
("Gray"), Host Communications,  Inc. ("HCI") and Capital Sports Properties, Inc.
("CSP")  using the equity  method.  The excess of the Company's  investments  in
Gray,  HCI and CSP over the underlying  equity  thereof is being  amortized over
forty years, with such amortization  (totaling $458,000 and $320,000 in the nine
months ended September 30, 1997 and 1996,  respectively) reported as a reduction
in the Company's equity in earnings (losses) of affiliated companies.

         The Company provides  consulting  services to Gray from time to time in
connection  with Gray's  acquisitions  and  acquisition  financing.  Income on a
portion of such fees is deferred and recognized  over forty years as a result of
the Company's 16.5% equity investment  position in Gray as of September 30, 1997
(with such position  representing  a 26.8% voting  interest in Gray).  Gray is a
Southeast United States communications  company located in Albany, Georgia which
operates eight  television  stations,  three daily  newspapers,  two advertising
weekly   shoppers,   satellite   uplink  and   production   businesses,   and  a
communications and paging business.

         In September 1996, Gray retired certain of its debt,  thereby incurring
an after-tax  extraordinary  loss of $3,159,000 related to costs associated with
the retired debt. As a result, the Company recognized 15.2% of Gray's charge, or
$480,199,  less a $184,877 deferred tax benefit, as an extraordinary loss in the
third quarter of 1996.

         The Company's direct common equity ownership in HCI,  combined with the
Company's  indirect  common  equity  ownership  in  HCI  through  the  Company's
investment in CSP, was 29.9% as of September 30, 1997. Additionally, the Company
owns indirectly,  through CSP, 51.5% of HCI's 8% series B preferred stock having
a liquidation  value of $3.75 million as of September  30, 1997.  HCI,  based in
Lexington,  Kentucky,  and its 33.8% affiliate,  Universal Sports America,  Inc.
("USA"),  provide  media  and  marketing  services  to  universities,   athletic
conferences  and various  associations  representing  collegiate  sports and, in
addition, market and operate amateur participatory sporting events.

         The Company recognizes its equity in earnings of HCI on a six month lag
basis,  in order to align HCI's  fiscal  year ending June 30 with the  Company's
fiscal year.  Effective  July 1, 1995 (the first day of HCI's 1996 fiscal year),
HCI adopted a new accounting  policy for the  recognition  of corporate  sponsor
license fee  revenue and  guaranteed  rights fee  expenses.  As a result of such
adoption,  HCI  recognized  a $4.6  million  charge  against  its first  quarter
earnings, representing the after-tax cumulative effect of the accounting change.
The

<PAGE>

Company reported 9.1% of such charge, or $415,528,  less a $141,280 deferred tax
benefit, as a charge against its first quarter 1996 earnings.

         Aggregate  operating results of affiliated  companies  (reflecting Gray
and CSP for the three months and nine months ended  September 30, 1997 and 1996,
combined  with HCI for the three months and nine months ended March 31, 1997 and
1996) were as follows:
<TABLE>
<CAPTION>

                                                Three Months Ended        Three Months Ended
                                                September 30, 1997        September 30, 1996
                                                ------------------        ------------------
 <S>                                                <C>                         <C>
 Operating revenue                                  $ 43,115,000              $ 32,486,000
 Income from operations                                5,681,000                 3,829,000
 Income (loss) before extraordinary item and
    cumulative effect of accounting change              (390,000)                4,359,000
 Net income (loss)                                      (390,000)                1,200,000
</TABLE>
<TABLE>
<CAPTION>
                                               Nine Months Ended          Nine Months Ended
                                               September 30, 1997         September 30, 1996
                                               ------------------         ------------------
 <S>                                               <C>                        <C>
 Operating revenue                                 $107,028,000               $ 85,049,000
 Income from operations                              17,054,000                 11,172,000
 Income before extraordinary item and
    cumulative effect of accounting change              440,000                 10,000,000
 Net income                                             440,000                  2,282,000
</TABLE>

4. Inventories  associated with  Datasouth's  printer  manufacturing  operations
consisted of the following:

                                September 30, 1997           December 31, 1996
                                ------------------           -----------------

 Raw materials                      $ 2,219,930                  $ 2,356,086
 Work-in-process                        671,312                      673,208
 Finished goods                         239,758                      285,799
                                    -----------                  -----------
                                    $ 3,131,000                  $ 3,315,093
                                    ===========                  ===========


5. The Company has  available up to $3.5 million  under a revolving  bank credit
facility,  expiring May 1999, on which  $3,055,045 was  outstanding on September
30,  1997.  This  facility,  along  with  $28,500,000  in bank  term  notes,  is
collateralized  by common  stock of HCI and CSP, preferred stock of Gray, and
certain  common stock of Gray owned by the Company.  The Company  also has a
second bank credit  facility for revolving  loans of up to $5.5 million,  on
which  $2,408,297 was  outstanding  as of September 30, 1997.  This second bank
credit facility, which was modified in October 1997 to increase the amount
available and extend the maturity date of the loan until October 2000, is
collateralized by Datasouth's  receivables,  inventories and property and
equipment.  As of September 30, 1997, the Company had an  outstanding demand
bank note in the amount of $500,000 which was repaid with borrowings under the
$5.5 million facility in October 1997, and has available up to $1,000,000 under
a demand bank note, collateralized by certain shares of Gray common stock owned
by the Company, on which $900,000 was outstanding as of September 30, 1997.


6. The principal  differences  between the federal statutory tax rate of 34% and
the effective tax rates are nondeductible goodwill amortization and state income
taxes.


7. Earnings  (loss) per share is based on the weighted  average number of shares
of the Company's common stock and dilutive common stock equivalents (i.e., stock
options) outstanding during the period, computed in accordance with the treasury
stock  method.  In February  1997,  the  Financial  Accounting  Standards  Board
("FASB") issued Statement No.

<PAGE>


128, "Earnings per Share", which is required to be adopted on December 31, 1997.
At that time,  the Company will be required to change the method  currently used
to compute  earnings per share and to restate all prior  periods.  Under the new
requirements for calculating  primary earnings per share, the dilutive effect of
stock  options  will be  excluded.  The impact is not  expected to result in any
change in primary  earnings per share as reported herein for the three months or
nine months ended September 30, 1997 or 1996. Likewise,  the impact of Statement
No.  128 on the  calculations  of fully  diluted  earnings  per  share for these
periods is not expected to result in any change.


8. In June 1997, the FASB issued Statement No. 131,  "Disclosures about Segments
of an Enterprise and Related  Information",  effective for years beginning after
December  15, 1997.  Statement  No. 131 requires  that a public  company  report
financial and descriptive  information about its reportable  operating  segments
pursuant to criteria  that differ from current  accounting  practice.  Operating
segments,  as defined,  are  components  of an enterprise  about which  separate
financial  information  is available  that is  evaluated  regularly by the chief
operating  decision maker in deciding how to allocate resources and in assessing
performance. The financial information to be reported includes segment profit or
loss, certain revenue and expense items,  segment assets and  reconciliations to
corresponding amounts in the general purpose financial statements. Statement No.
131 also requires  information about products and services,  geographic areas of
operation,  and major  customers.  The Company has not completed its analysis of
the effect of adoption  on its  financial  statement  disclosure;  however,  the
adoption of Statement No. 131 will not affect results of operations or financial
position.

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

Results of Operations

         Total revenue for the three months and nine months ended  September 30,
1997, primarily from the printer manufacturing  operations of Datasouth Computer
Corporation  ("Datasouth"),  a wholly-owned  subsidiary of Bull Run  Corporation
(collectively,  with  Datasouth,  unless the  context  otherwise  requires,  the
"Company"), was $5,616,000 and $16,790,000, respectively, compared to $6,461,000
and  $18,685,000  for the same  respective  periods in 1996.  Gross  profit from
printer operations of 28.2% and 27.4% for the three months and nine months ended
September 30, 1997, respectively,  differed from 26.7% and 28.2% during the same
respective periods in 1996 primarily due to a different mix of products sold.

         Printer sales to the Company's largest customer were approximately $1.8
million and $5.4 million for the three  months and nine months  ended  September
30, 1997,  respectively,  as compared to approximately $1.5 and $5.2 million for
the same respective  periods in 1996. Short term revenue trends in the Company's
printer business fluctuate due to variable ordering patterns of large customers.
As anticipated, the Company's 1997 printer sales have been adversely affected by
a lack of new  product  revenue,  which  was a result  of the  concentration  of
research and  development  resources on a project to design a new airline ticket
printer on behalf of the Company's  largest  customer.  Initial shipments of the
new printer are expected by the end of the year.  The Company  expects that from
its largest  customer alone,  the new printer will generate revenue in excess of
$25 million over a five year period.

         The  Company  provides   consulting  services  to  Gray  Communications
Systems,  Inc.  ("Gray") in connection with Gray's  acquisitions and acquisition
financing.  The Company invoiced Gray for fees totaling $808,000 during the nine
months ended September 30, 1997 in connection with Gray's  completed and pending
acquisitions,   of  which  $130,000  was  deferred  for  future  period  revenue
recognition.  Income on such fees is deferred and

<PAGE>

recognized over forty years as a result of the Company's 16.5% equity investment
position in Gray.  Deferred  consulting  fees were  $402,000 as of September 30,
1997.  Consulting fee income during the nine months ended September 30, 1997 and
1996 was $678,000 and $843,000, respectively. There can be no assurance that the
Company  will  recognize  any  consulting  fees in the  future,  except  for the
amortization of currently deferred fees.

         Research and  development  expenses of $692,000 and  $1,787,000 for the
three months and nine months ended September 30, 1997, respectively, represented
a $343,000 and $601,000 increase over the same respective periods last year, due
to the airline ticket printer  project  discussed  above.  Selling,  general and
administrative  expenses of $1,024,000  and  $3,279,000 for the three months and
nine months ended  September 30, 1997,  respectively,  represented  decreases of
12.0% and 8.6% over the same  respective  periods  in 1996,  primarily  due to a
reduction in compensation  costs and more focused marketing  efforts.  Operating
expenses include  goodwill  amortization of $75,000 for each of the three months
and $226,000 for each of the nine months ended September 30, 1997 and 1996.

         Equity  in  earnings   (losses)  of  affiliated   companies,   totaling
$(173,000) and $962,000 for the three months ended  September 30, 1997 and 1996,
respectively,  and $(321,000) and $1,672,000 for the nine months ended September
30, 1997 and 1996,  respectively,  included the Company's proportionate share of
the earnings  (losses) of Gray, Host  Communications,  Inc.  ("HCI") and Capital
Sports Properties,  Inc. ("CSP"), net of goodwill amortization totaling $152,000
for each quarter in 1997 and  $107,000 for each quarter in 1996.  In addition to
the increased goodwill amortization expense in 1997, the decrease in 1997 equity
in earnings  (losses) compared to 1996 was primarily due to significant gains in
1996 recognized by Gray and HCI on the sales of certain operating assets.

         Interest expense, net of interest earned on an 8% Subordinated Note due
from Gray in the principal amount of $10.0 million (the "8% Note") and dividends
accrued on the  Company's  investment  in Gray's series A and series B preferred
stock,  totaling  $419,000 and  $1,116,000  for the three months and nine months
ended September 30, 1997,  respectively,  and $317,000 and $913,000 for the same
respective  periods in 1996, was primarily  attributable  to bank term loans and
borrowings on the Company's revolving credit facilities.

         The principal differences between the federal statutory tax rate of 34%
and  the  effective  tax  rates  for  each  period  are  nondeductible  goodwill
amortization and state income taxes.


Liquidity and Capital Resources

         During the three months ended September 30, 1997, the Company  acquired
an additional  87,109 shares of Gray's class A common stock at an aggregate cost
of $2,006,616,  of which,  $900,000 was financed with the Company's  demand note
bearing  interest  at the prime  rate.  Also  during the  quarter,  the  Company
received a dividend of $877,689 from CSP as a result of HCI's redemption of some
of its outstanding 8% series B preferred  stock,  plus accrued  dividends on the
redeemed portion.

         In January 1996,  the Company  purchased the 8% Note issued by Gray for
$10.0 million.  In September  1996, the Company  exchanged the 8% Note for 1,000
shares of Gray's series A preferred  stock,  which  entitles the Company to cash
dividends  at an annual  rate of $800 per share.  At the same time,  the Company
acquired,  for $5.0  million,  500 shares of Gray's  series B  preferred  stock.
Dividends on such series B preferred stock are payable in cash at an annual rate
of $600 per share or, at Gray's option, payable in additional shares of series B
preferred  stock.  The  Company  anticipates  that  dividends  on the  series  B
preferred  stock  will  continue  to be paid in  additional  shares  of series B
preferred stock for the

<PAGE>

foreseeable future.

         The Company modified its Loan Agreement in connection with the purchase
of the 8% Note and the  acquisition of Gray's series B preferred  stock in order
to  increase  its  outstanding  bank term loan  borrowings  by $10.0  million in
January 1996 and an  additional  $5.0 million in September  1996.  The bank term
loans,  totaling  $28.5 million as of September 30, 1997, are payable in monthly
installments of $250,000 beginning February 1999, and currently bear interest at
the London Interbank  Offered Rate ("LIBOR"),  plus 1.75% (7.53% for the 120-day
period including September 30, 1997).

         The Company has a $3.5 million bank credit facility bearing interest at
the bank's prime rate  (currently  8.5%) and a $5.5 million bank credit facility
bearing  interest  principally  at LIBOR plus 2.25% (7.98% for the 90-day period
including   September  30,  1997),  on  which   $3,055,000  and  $2,408,000  was
outstanding,  respectively,  as of September 30, 1997. The $3.5 million facility
expires in May 1999 and the $5.5 million facility,  which was amended in October
1997,  expires in October 2000.  In addition,  the Company had bank demand notes
totaling $1,400,000  outstanding as of September 30, 1997, each bearing interest
at the prime  rate,  of which,  $500,000  was repaid in October  1997 with funds
available under the $5.5 million  facility.  There exists no commitment to repay
any amounts  outstanding  on the  revolving  credit  facilities  during the next
twelve months.

         The Company's total working capital of $3.2 million as of September 30,
1997  represents  a decrease  in total  working  capital of $0.8  million  since
December 31, 1996,  principally as a result of the $900,000 short-term financing
for  acquisitions  of Gray common stock, a long-term  asset.  In April 1997, the
Company  announced  that its  Board of  Directors  had  authorized  a new  Stock
Repurchase  Program for the  repurchase of up to 2,000,000  shares of its common
stock.  Repurchases may be made from time to time in the open market or directly
from  shareholders at prevailing  market prices,  and may be discontinued at any
time.  During the nine months ended September 30, 1997, the Company  repurchased
726,010 shares under this and a previous  repurchase  program at a total cost of
$1,751,000.  Through  September 30, 1997, the Company had repurchased a total of
1,306,510  shares  at an  average  cost of $2.44 per  share  since  the  initial
repurchase program was authorized in November 1994.

         The  Company  anticipates  that  its  current  working  capital,  funds
available under its revolving credit facilities, quarterly cash dividends on the
Gray Series A preferred  stock and cash flow from  operations will be sufficient
to fund its debt service,  working  capital  requirements  and capital  spending
requirements  for at least the next  twelve  months.  Any capital  required  for
potential  additional  business  acquisitions would have to be funded by issuing
additional securities or by entering into other financial arrangements.


<PAGE>


PART II.   OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

    (a)      Exhibits
                Exhibit 10 - $5,500,000 Amended and Restated Credit Agreement
                   dated as of  October  9, 1997
                Exhibit 11 - Computation of Earnings Per Share
                Exhibit 27 - Financial Data Schedule

    (b)      Reports on Form 8-K
                None




                                   SIGNATURES

Pursuant  to the  requirements  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.

                                          BULL RUN CORPORATION




Date:  November 11, 1997              By:      /s/ FREDERICK J. ERICKSON
                                               --------------------------------
                                               Frederick J. Erickson
                                               Vice President-Finance, Treasurer
                                               and Assistant Secretary

                                    (Mr. Erickson is the Chief Financial Officer
                                     and has been  duly authorized to sign on
                                     behalf of the registrant.)