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 JUNE 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 July 31, 1997.


<PAGE>




                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                              BULL RUN CORPORATION
                                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                    (UNAUDITED)
                                                                                June 30,                December 31,
                                                                                  1997                      1996
                        ASSETS
   <S>                                                                         <C>                        <C>
   Current assets:
      Cash and cash equivalents............................................    $     319,458              $     81,291
      Accounts receivable..................................................        4,133,831                 4,074,357
      Inventories..........................................................        3,363,902                 3,315,093
      Other................................................................          466,164                   197,046
                                                                                 -----------               -----------
           Total current assets............................................        8,283,355                 7,667,787
   Property and equipment, net.............................................        2,140,111                 2,250,616
   Investment in affiliated companies......................................       53,681,745                53,752,467
   Goodwill................................................................        3,739,704                 3,890,298
   Other assets............................................................          256,564                   290,201
                                                                                 -----------               -----------

                                                                               $  68,101,479              $ 67,851,369
                                                                                  ==========               ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities:
      Note payable and current portion of long-term debt...................      $ 1,143,750              $    500,000
      Accounts payable.....................................................        1,949,827                 2,116,087
      Accrued and other liabilities:
         Employee compensation and related taxes...........................          281,832                   541,788
         Interest..........................................................          614,788                   307,570
         Other.............................................................          234,534                   212,784
                                                                                 -----------               -----------
           Total current liabilities.......................................        4,224,731                 3,678,229
                                                                                 -----------               -----------
   Long-term debt..........................................................       33,106,045                31,363,795
                                                                                 -----------               -----------
   Deferred income taxes...................................................        4,401,248                 4,491,248
                                                                                 -----------               -----------

   Stockholders' equity:
      Common stock ($.01 par value, authorized 100,000,000 shares; issued
         22,570,727 shares as of June 30, 1997 and 22,324,727 shares
   as of December 31, 1996)................................................          225,707                   223,247
      Additional paid-in capital...........................................       20,790,186                20,541,537
      Retained earnings....................................................        8,541,732                 8,990,642
      Treasury stock, at cost (1,306,510 shares as of
         June 30, 1997 and 580,500 shares as of
         December 31, 1996)................................................       (3,188,170)               (1,437,329)
                                                                                 -----------               -----------
            Total stockholders' equity.....................................       26,369,455                28,318,097
                                                                                 -----------               -----------

                                                                                $ 68,101,479              $ 67,851,369
                                                                                 ===========               ===========

      See accompanying notes to condensed consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                           BULL RUN CORPORATION
                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                           AND RETAINED EARNINGS
                                                               (UNAUDITED)

                                                          Three Months Ended                       Six Months Ended
                                                                June 30                                 June 30

                                                          1997            1996                 1997              1996
<S>                                                   <C>             <C>                  <C>                <C>
Revenue from printer operations.....................  $ 5,101,973     $ 5,810,464          $ 10,566,717      $ 11,854,785
Cost of goods sold..................................    3,788,542       4,151,990             7,725,059         8,421,391
                                                        ---------       ---------             ---------         ---------
  Gross profit......................................    1,313,431       1,658,474             2,841,658         3,433,394
                                                        ---------       ---------             ---------         ---------

Consulting fee income...............................        8,995           1,674               607,276           369,380
                                                         --------       ---------             ---------         ---------

Operating expenses:
  Research and development..........................      610,494         382,338             1,094,530           836,999
  Selling, general and administrative...............    1,146,703       1,096,481             2,255,687         2,422,408
                                                        ---------       ---------             ---------        ----------
                                                        1,757,197       1,478,819             3,350,217         3,259,407
                                                        ---------       ---------             ---------        ----------

Income (loss) from operations.......................     (434,771)        181,329                98,717           543,367

Other income (expense):
  Equity in earnings (losses) of affiliated
    companies.......................................       36,429         693,939              (148,025)          709,809
  Interest and dividend income......................      275,764         200,245               551,081           393,787
  Interest expense..................................     (658,292)       (512,166)           (1,249,459)         (989,657)
                                                         --------        --------            ----------          --------

Income (loss) before income taxes and cumulative
  effect of accounting change.......................     (780,870)        563,347              (747,686)          657,306

Income tax benefit (provision)......................      312,050        (270,453)              298,776          (315,553)
                                                        ---------       ---------             ---------         ---------

Income (loss) before cumulative effect of
  accounting change.................................     (468,820)        292,894              (448,910)          341,753

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

Net income (loss)...................................     (468,820)        292,894              (448,910)           67,505

Retained earnings, beginning of period..............    9,010,552       3,457,701             8,990,642         3,683,090
                                                        ---------       ---------            ----------         ---------

Retained earnings, end of period....................  $ 8,541,732     $ 3,750,595           $ 8,541,732       $ 3,750,595
                                                        =========       =========            ==========         =========

Earnings (loss) per share:
  Income (loss) before cumulative effect of
    accounting change...............................       $ (.02)        $   .01                $ (.02)           $  .01
  Cumulative effect of accounting change............                                                                 (.01)
                                                             -----            ----                 ----              ----
  Net income (loss).................................       $ (.02)        $   .01                $ (.02)           $  .00
                                                              ====            ====                 ====              ====

Weighted average number of common
  shares outstanding................................   22,018,459      23,083,978            22,138,718        23,099,180

     See accompanying notes to condensed consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                   BULL RUN CORPORATION
                                                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                          (UNAUDITED)

                                                                                       Six Months Ended
                                                                                             June 30
                                                                                    1997                1996
<S>                                                                           <C>                    <C>
Cash flows from operating activities:
   Net income (loss)......................................................    $  (448,910)          $    67,505
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
       Cumulative effect of accounting change.............................                              415,528
       Depreciation and amortization......................................        478,980               496,970
       Equity in (earnings) losses of affiliated companies................        148,025              (709,809)
       Accrued preferred dividend income..................................       (150,000)
       Change in operating assets and liabilities:
          Accounts receivable.............................................        (59,474)              150,294
          Inventories.....................................................        (48,809)              290,628
          Other current assets............................................        (50,665)                2,558
          Accounts payable and accrued expenses...........................       (315,701)             (245,065)
          Deferred income taxes...........................................        (90,000)              114,720
                                                                               -----------          -----------
       Net cash provided by (used in) operating activities................       (536,554)              583,329
                                                                               -----------          -----------

Cash flows from investing activities:
   Capital expenditures...................................................       (184,243)             (199,622)
   Investment in affiliated companies.....................................                             (483,182)
   Note purchased from affiliated company.................................                          (10,000,000)
   Dividends received from affiliated company.............................         72,696                24,832
                                                                               -----------          -----------
       Net cash used in investing activities..............................       (111,547)          (10,657,972)
                                                                               -----------          -----------

Cash flows from financing activities:
   Borrowings on revolving lines of credit ...............................      7,236,000             5,798,195
   Borrowing on note payable..............................................        500,000
   Repayments on revolving lines of credit................................     (5,350,000)           (5,268,000)
   Proceeds from long-term debt...........................................                           10,000,000
   Loan commitment fee....................................................                              (50,000)
   Repurchase of common stock.............................................     (1,750,841)             (265,484)
   Exercise of incentive stock options....................................        251,109                26,251
                                                                               ----------           -----------
      Net cash provided by financing activities...........................        886,268            10,240,962
                                                                               ----------           -----------

   Net increase in cash and cash equivalents..............................        238,167               166,319
   Cash and cash equivalents, beginning of period.........................         81,291               145,867
                                                                               ----------           -----------

   Cash and cash equivalents, end of period...............................    $   319,458           $   312,186
                                                                               ==========           ===========

   Supplemental cash flow disclosures:
      Interest paid.......................................................     $  943,311           $  653,293
      Income taxes paid...................................................          9,677              566,650

     See accompanying notes to condensed consolidated financial statements.
</TABLE>

<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  $305,000 and $214,000 in the six
months  ended June 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 15.3% equity investment position in Gray as of June 30, 1997 (with
such position representing a 24.7% 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.

   The  Company's  direct  common  equity  ownership in HCI,  combined  with the
Company's indirect common equity ownership in HCI through its investment in CSP,
was  29.7% as of June 30,  1997.  Additionally,  the  Company  owns  indirectly,
through CSP,  51.5% of HCI's 8% series B preferred  stock  having a  liquidation
value of $5 million as of June 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 Company reported 9.1% of such charge, or $415,000,  less a $141,000 deferred
tax benefit, as a charge against its first quarter 1996 earnings.



<PAGE>


   Aggregate operating results of affiliated companies  (reflecting Gray and CSP
for the three months and six months ended June 30, 1997 and 1996,  combined with
HCI for the three months and six months  ended  December 31, 1996 and 1995) were
as follows:

                                      Three Months Ended      Three Months Ended
                                         June 30, 1997           June 30, 1996
                                      ------------------      ------------------
 Operating revenue                       $ 34,552,000            $ 26,242,000
 Income from operations                     6,999,000               5,654,000
 Net income                                 1,107,000               6,053,000


                                       Six Months Ended        Six Months Ended
                                        June 30, 1997           June 30, 1996
                                       ----------------        ----------------
 Operating revenue                       $ 63,912,000            $ 52,564,000
 Income from operations                    11,374,000               7,343,000
 Income before cumulative effect
    of accounting change                      830,000               5,642,000
 Net income                                   830,000               1,083,000


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

                                         June 30, 1997         December 31, 1996
                                         -------------         -----------------
 Raw materials                            $ 2,430,918             $ 2,356,086
 Work-in-process                              613,459                 673,208
 Finished goods                               319,525                 285,799
                                            ---------               ---------
                                          $ 3,363,902             $ 3,315,093
                                            =========               =========


5. In connection with the repurchase by the Company of 500,000 shares of its
common stock in January 1997 for $1,250,000, the Company modified a revolving
bank credit facility to increase the available borrowings under such facility
from $2 million to $3.5 million. This facility, which has been extended through
May 1999, had an outstanding balance of $2,748,795 on June 30, 1997. The Company
also has a second bank credit facility for revolving loans of up to $3 million,
on which $2,501,000 was outstanding as of June 30, 1997. This second bank credit
facility expires in April 1999. In addition, the Company had an outstanding
demand note payable to a bank in the amount of $500,000 as of June 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 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. 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 six months ended June 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.


<PAGE>


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

RESULTS OF OPERATIONS

   Total  revenue  for the three  months  and six months  ended  June 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 $5,111,000 and $11,174,000, respectively, compared to $5,812,000
and  $12,224,000  for the same  respective  periods in 1996.  Gross  profit from
printer  operations of 25.7% and 26.9% for the three months and six months ended
June 30,  1997,  respectively,  decreased  from 28.5% and 29.0%  during the same
respective periods in 1996 primarily due to a different mix of products sold and
greater manufacturing overhead efficiencies gained in 1996 as a result of higher
unit volumes.

   Printer  sales to the Company's  largest  customer  were  approximately  $1.7
million  and $3.6  million  for the three  months and six months  ended June 30,
1997,  respectively,  as compared to approximately $1.6 and $3.7 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  late  1997,   although  no  meaningful  revenue
contribution  is expected from this product until 1998. 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  $708,000  during the six months ended
June 30, 1997 in connection with Gray's completed and pending  acquisitions,  of
which  $108,000 was deferred for future period  revenue  recognition.  Income on
approximately  15.3% of such fees is deferred and recognized over forty years as
a  result  of  the  Company's  equity  investment  position  in  Gray.  Deferred
consulting  fees were  $373,000 as of June 30,  1997.  Consulting  fee income of
$607,000 and $369,000 was  recognized  during the six months ended June 30, 1997
and  1996,  respectively.  There  can be no  assurance  that  the  Company  will
recognize any consulting fees in the future.

   Research and  development  expenses of $610,000 and  $1,094,000 for the three
months and six months ended June 30, 1997, respectively,  represented a $228,000
and $258,000  increase over the same  respective  periods last year,  due to the
airline  ticket  printer  project   discussed   above.   Selling,   general  and
administrative  expenses of $1,147,000  and  $2,256,000 for the three months and
six months ended June 30, 1997, respectively,  represented a 4.6% increase and a
6.9%  decrease  over the same  respective  periods in 1996.  Operating  expenses
included  goodwill  amortization  of $75,000 for each of the three month periods
and $151,000 for each of the six month periods ended June 30, 1997 and 1996.

   Equity in earnings  (losses) of affiliated  companies,  totaling  $36,000 and
$694,000 for the three months  ended June 30, 1997 and 1996,  respectively,  and
$(148,000)  and  $710,000  for the six  months  ended  June 30,  1997 and  1996,
respectively,  included  the  Company's  proportionate  share of the earnings 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 a significant  gain in 1996  recognized by
an affiliate


<PAGE>

on the sale of certain operating assets.

   Interest expense,  net of interest earned on an 8% Subordinated Note due from
Gray in the  principal  amount of $10  million  (the "8%  Note")  and  dividends
accrued on the  Company's  investment  in Gray's series A and series B preferred
stock,  totaling $382,000 and $699,000 for the three months and six months ended
June 30, 1997,  respectively,  and $312,000 and $596,000 for the same respective
periods  in 1996,  was  attributable  to bank term loans and  borrowings  on the
Company's  revolving  credit  facilities.  The 8% Note was  exchanged  for 1,000
shares of Gray's series A preferred stock in September 1996.

 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

   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 that 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 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 June 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%  (7.56% for the 120-day  period
including June 30, 1997).

   Borrowings under a $3.5 million bank credit facility of $2,749,000 as of June
30, 1997 bear interest at the bank's prime rate (currently 8.5%).  Subsequent to
June 30, 1997, this facility was extended through May 1999. The Company also has
a bank credit  facility for revolving  loans of up to $3.0 million through April
1999,  bearing  interest  principally  at LIBOR plus 2.25% (8.06% for the 90-day
period  including June 30, 1997), on which $2,501,000 was outstanding as of June
30, 1997. In addition,  the Company has a $500,000 demand note payable to a bank
outstanding as of June 30, 1997 bearing interest at the prime rate. There exists
no  commitment  to  repay  any  amounts  outstanding  on  the  revolving  credit
facilities  during the next twelve months.  An estimate of the aggregate  amount
that the  revolving  credit  facilities  will be reduced  during that period was
recorded as a short-term obligation as of June 30, 1997.

   The  Company's  total  working  capital of $4.1  million as of June 30,  1997
approximated  total working  capital of $4.0 million as of December 31, 1996. 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 three months and six months ended June 30, 1997, 165,000
and 726,010 shares were repurchased under this and a previous repurchase program
at a total cost of $345,000 and $1,751,000, respectively.


<PAGE>

Through June 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.



                           PART II. OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

   (a)    Exhibits
            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:  August 14, 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.)


<PAGE>

                                   EXHIBIT 11

                              BULL RUN CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE
           (Dollars and shares in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                   SIX MONTHS ENDED            THREE MONTHS ENDED
                                                        JUNE 30                     JUNE 30
                                                      ------------                ----------
                                                  1997       1996             1997       1996
                                                  ----       ----             ----       ----
PRIMARY:
<S>                                            <C>       <C>               <C>         <C>    
     Income (loss) before cumulative effect
       of accounting change                    $ (469)    $  293           $ (449)    $  342
     Cumulative effect of accounting change                                             (274)
                                                 ----        ---             ----       ----
     Net income (loss)                         $ (469)    $  293           $ (449)   $    68
                                                 ====        ===             ====       ====
Primary shares:
     Weighted average number of shares
       outstanding                             21,245     22,101           21,305     22,101
     Assuming exercise of options                 773        998              834        998
                                              -------    -------          -------    -------
     Weighted average number of shares
       outstanding, as adjusted                22,018     23,084           22,139     23,099
                                               ======     ======           ======     ======
Primary earnings (loss) per share:
     Income (loss) before cumulative effect
       of accounting change                    $ (.02)     $ .01           $ (.02)    $  .01
     Cumulative effect of accounting change                                             (.01)
                                                 ----        ---             ----       ----
     Net income (loss)                         $ (.02)     $ .01           $ (.02)    $  .00
                                                 ====        ===             ====       ====
ASSUMING FULL DILUTION:
     Income (loss) before cumulative effect
       of accounting change                    $ (469)    $  293           $ (449)    $  342
     Cumulative effect of accounting change                                             (274)
                                                 ----        ---             ----       ----
     Net income (loss)                         $ (469)    $  293           $ (449)   $    68
                                                 ====        ===             ====       ====
Fully diluted shares:
     Weighted average number of shares
       outstanding                             21,245     22,079           21,305     22,101
     Assuming exercise of options                 835      1,005              850        998
                                              -------    -------          -------    -------
     Weighted average number of shares
       outstanding, as adjusted                22,080     23,084           22,155     23,099
                                               ======     ======          =======    =======
Fully diluted earnings (loss) per share:
     Income (loss) before cumulative effect
       of accounting change                    $ (.02)     $ .01           $ (.02)    $  .01
     Cumulative effect of accounting change                                             (.01)
                                                 ----        ---             ----       ----
     Net income (loss)                         $ (.02)     $ .01           $ (.02)    $  .00
                                                 ====        ===             ====       ====
</TABLE>